AMENDED AND RESTATED EMPLOYMENT AGREEMENT

1.            Term .  The Company hereby employs Executive, and Executive hereby accepts such employment for an initial term commencing on the date hereof and ending on October 1, 2011, unless sooner terminated in accordance with the provisions of Section 4 or Section 5 hereof (the period during which the Executive is employed hereunder being hereinafter referred to as the “ Term ”).  If either the Company or Executive does not wish to renew this Agreement when it expires at the end of the initial or any renewal Term hereof as hereinafter provided, or if either the Company or Executive wishes to renew this Agreement on different terms than those contained herein, it or he shall give written notice in accordance with Section 9.4 below of such intent to the other party at least ninety (90) days prior to the then-current expiration date.  In the absence of such notice, this Agreement shall be renewed automatically on the same terms and conditions contained herein for a term of one (1) year following such expiration date. The parties expressly agree that the designation of a Term and the renewal provisions in this Agreement do not in any way limit the right of the parties to terminate this Agreement at any time as hereinafter provided.

2.            Duties .  Executive shall faithfully perform for the Company the duties of Chief Executive Officer and shall perform such other duties consistent with his position of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Parent’s Board of Trustees (the “ Board ”) (including the performance of services for, and serving on the Board of Directors of, any subsidiary or affiliate of the Parent or the Company without any additional compensation).  In addition, for so long as Executive remains Chief Executive Officer of the Company, the Board shall appoint him to serve as the Chief Executive Officer of the Parent and shall nominate him as a member of the Board and shall use its best efforts to cause his election as a member of the Board.  Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder, provided that in no event shall this sentence prohibit Executive from performing such personal, investment and charitable activities as do not materially and adversely interfere with the Executive’s performance of his duties for the Company and the Parent.  The Board may delegate its authority to take any action under this Agreement to the Compensation Committee of the Board (the “ Compensation Committee ”).

3.            Compensation .

3.1            Salary .  The Company shall pay the Executive during the Term an Annual Salary at the rate of five hundred fifty thousand dollars ($550,000) per annum (the “ Annual Salary ”), payable semi-monthly and subject to regular deductions and withholdings as required by law.  The Annual Salary may be increased by an amount as may be approved by the Compensation Committee.  Upon any increase, the increased amount shall thereafter be deemed to be the Annual Salary for purposes of this Agreement.

3.2            Annual Cash Incentive .  Executive shall be provided by the Company with an opportunity to earn an Annual Cash Incentive, subject to regular deductions and withholdings as required by law, based upon the achievement of individual and objective annual performance criteria established by the Compensation Committee, subject to approval by the Board.  The threshold amount of such Annual Cash Incentive shall be twenty percent (20%) of the Executive’s Annual Salary; the base amount of such Annual Cash Incentive shall be forty percent (40%) of the Executive’s Annual Salary; and the maximum amount of such Annual Cash Incentive shall be sixty percent (60%) of the Executive’s Annual Salary.  The Annual Cash Incentive will be paid within two and one-half (2½) months after the end of the calendar year to which the Annual Cash Incentive relates.

3.3            Relocation Bonus .  To the extent not already paid under the Old Agreement, the Company shall pay the Executive two hundred forty four thousand dollars ($244,000), payable in monthly installments through October 2009 and subject to regular deductions and withholdings as required by law, with such monthly installments to commence within thirty days of his execution of this Agreement.  If the Executive’s house located at 6 Montilla Place, Palm Coast, FL 32137 (the “ Property ”) has not been sold by October 1, 2009, the Company shall pay the Executive fifteen thousand four hundred sixteen dollars and sixty six cents ($15,416.66) each month thereafter, for a period not to exceed twelve (12) months, if during such month the Executive has not sold the Property,  subject to regular deductions and withholdings as required by law.  The Executive shall not be eligible for any Annual Cash Incentive for a period as to which he receives a Relocation Bonus.

3.4            Benefits – In General .  Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, pension and profit sharing plans and similar benefits that may be available to other senior executives of the Company and the Parent generally, on the same terms as may be applicable to such other executives, in each case to the extent that Executive is eligible under the terms of such plans or programs.  In addition thereto, the Company shall reimburse Executive for all premiums paid by him pursuant to life and disability insurance policies maintained by Executive immediately prior to the effective date hereof, maintained in substantially the same form as of the effective date hereof, for so long as Executive maintains such policies (the “Executive Specific Benefits” ).

3.5            Vacation .  During the Term, Executive shall be entitled to vacation of twenty five (25) working days per year.  Unused vacation will carry over from year-to-year in accordance with the terms of any Company policy.

3.6            Membership Dues .  The Company shall pay or reimburse Executive for his dues to the Young Presidents Organization.

3.7            Vehicle Allowance .  The Company shall pay or reimburse the Executive for an aggregate amount of one thousand dollars ($1,000) per month for all reasonable expenses incurred in the operation and maintenance of an automobile.

3.8            Legal Fees .  To the extent not already paid under the Old Agreement, the Company shall pay or reimburse the Executive for an aggregate amount of up to fourteen thousand dollars ($14,000) for all attorney’s fees incurred by the Executive in connection with the negotiation and execution of this Agreement.

3.9            Expenses .  The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket business expenses, determined in accordance with the policies applicable to senior executives of the Company and the Parent generally, actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement, provided that the Executive submits such expenses in accordance with the policies applicable to senior executives of the Company and the Parent generally.

3.10          Equity Awards .  To the extent not already granted under the Old Agreement, the Parent to grant Executive an award of three hundred sixty three thousand seven hundred forty three (363,743) restricted common shares of beneficial interest.  Such shares shall be awarded pursuant to, and shall vest in accordance with, an award agreement granted under the Parent’s equity incentive plan and approved by the Compensation Committee, subject to approval by the Board, with such award remaining subject to approval by the Company’s shareholders at the Company’s annual meeting; provided, however, that fifty percent (50%) of any such award will be subject to time vesting, vesting twenty percent (20%) on each anniversary of the date of grant, and fifty percent (50%) of any such award shall be subject to performance vesting over a period not to exceed five years.

4.            Termination Due to Death or Disability .

4.2            Disability .  The Company may terminate the employment of Executive hereunder due to the Disability (as defined in Section 6.4 hereof) of Executive.  Upon termination of employment, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 3 hereof will immediately cease except for obligations which expressly continue after termination of employment due to Disability, and the Company will pay Executive, and Executive will be entitled to receive, the following:

4.3            Other Terms of Payment Following Death or Disability .  Nothing in this Section 4 shall limit the benefits payable or provided in the event Executive’s employment terminates due to death or Disability under the terms of plans or programs of the Company more favorable to Executive (or his beneficiaries) than the benefits payable or provided under this Section 4, including plans and programs adopted after the date of this Agreement.  Subject to Section 5.6 hereof, amounts payable under this Section 4 following Executive’s termination of employment will be paid as promptly as practicable after such termination of employment, and, in any event, within 2 ½ months after the end of the year in which employment terminates.

5.            Termination of Employment For Reasons Other Than Death or Disability .

5.1          Termination by the Company for Cause .  The Company may terminate the employment of Executive hereunder for Cause (as defined in Section 6.1 hereof) at any time.  At the time Executive’s employment is terminated for Cause, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 3 hereof will immediately cease, and the Company will pay Executive, and Executive will be entitled to receive, the following:

5.2            Termination by Executive Other Than For Good Reason .  Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 6.5 hereof) at any time upon at least 30 days written notice to the Company.  An election by Executive not to extend the Term pursuant to Section 1 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term.  At the time Executive’s employment is terminated by Executive other than for Good Reason, the Term will terminate, all obligations of the Company and Executive under Sections 1 through 3 hereof will immediately cease, and the Company will pay Executive, and Executive will be entitled to the same compensation and rights specified in Section 5.1 hereof.

5.3            Termination by the Company Without Cause .  The Company may terminate the employment of Executive hereunder without Cause upon at least 30 days written notice to Executive.  An election by the Company not to extend the Term pursuant to Section 1 hereof shall be deemed to be a termination of employment by the Company without Cause at the expiration of the then-current Term.  At the time Executive’s employment is terminated by the Company (i.e., at the expiration of such notice period), the Term will terminate, all remaining obligations of the Company, the Parent and Executive under Sections 1 through 3 hereof will immediately cease (except as expressly provided below), and the Company will pay Executive, and Executive will be entitled to receive, the following:

5.4            Termination by Executive for Good Reason .  Executive may terminate his employment hereunder for Good Reason upon 30 days written notice to the Company which notice must be given within 90 days of the occurrence of the condition that is the basis for such Good Reason; provided, however, that, if the basis for such Good Reason is correctible and the Company has corrected the basis for such Good Reason within 30 days after receipt of such notice, Executive may not then terminate his employment for Good Reason with respect to the matters addressed in the written notice, and therefore Executive’s notice of termination will automatically become null and void.  At the time Executive’s employment is terminated by Executive for Good Reason (i.e., at the expiration of such notice period), the Term will terminate, all obligations of the Company and Executive under Sections 1 through 3 will immediately cease (except as expressly provided below), and the Company will pay Executive, and Executive will be entitled to receive, the following:

5.5            Other Terms Relating to Certain Terminations of Employment .  In the event Executive’s employment terminates for any reason set forth in Section 5.2 through 5.4 hereof, Executive will be entitled to the benefit of any terms of plans or agreements applicable to Executive which are more favorable than those specified in this Section 5 (except without duplication of payments or benefits, including in the case of the Annual Cash Incentive in lieu of which amounts are paid hereunder).  Except as otherwise provided under Section 5.6 hereof, amounts payable under this Section 5 following Executive’s termination of employment will be paid in a single lump sum as promptly as practicable after the Executive’s execution of the release provided in accordance with Section 7.6 hereof and the lapse of the any revocation period of such release and, in any event, within 2 ½ months after the end of the year in which employment terminates.

5.6            Limitations Under Code Section 409A .  Anything in this Agreement to the contrary notwithstanding, if (i) on the date of termination of Executive's employment with the Company or a Subsidiary, any of the Company’s shares of beneficial interest are publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “ Code ”)), (ii) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code, (iii) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (iv) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1) of the Code, as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive's termination date, (2) the Executive's death or (3) such other date as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment).  Each continuation payment of the Executive’s Annual Salary, as described in Sections 5.3 and 5.4, shall constitute a separate, individual payment for purposes of Code Section 409A.

6.            Definitions Relating to Termination Events .