STEVEN A. GRIGG FORM OF EMPLOYMENT AGREEMENT

of the Noncompetition Agreement executed by the Executive and the Company.  The Board may delegate its authority to take any action under this Agreement to the Compensation Committee of the Board of Trustees (the “ Compensation Committee ”).

3.              Compensation .

3.1            Salary .  The Company shall pay the Executive during the Term a base salary at the rate of $350,000 per annum (the “ Annual Salary ”), in accordance with the customary payroll practices of the Company applicable to senior executives generally.  The Annual Salary may be increased annually by an amount as may be approved by the Board or the Compensation Committee, and, upon such increase, the increased amount shall thereafter be deemed to be the Annual Salary for purposes of this Agreement.

3.2            Bonus .  The Executive will be eligible to participate in the Company’s annual bonus plan (the “ Bonus Plan ”), the terms of which will be established by the Compensation Committee.  For each fiscal year, the Executive shall have the opportunity to earn a bonus determined by the Committee in its sole discretion, taking into consideration the relative contribution by the Executive to the business of the Company and such other performance goals and factors as the Committee deems relevant with the following targets: threshold target – 50% of Salary; target – 80% of Salary; and above target – 100% of salary; provided, however that, no minimum bonus amount is guaranteed.

3.3            Share-Based Compensation—IPO Award .  The Executive may be awarded such restricted shares, share options and other equity-based awards under the Company’s equity compensation plan (“ Equity Awards ”) as the Compensation Committee determines to be appropriate.

3.4            Benefits – In Genera l.  The 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 members of executive management of the Company generally, on the same terms as may be applicable to such other executives, in each case to the extent that the Executive is eligible under the terms of such plans or programs.  During the Term, the Company shall maintain customary liability insurance for trustees and officers and list the Executive as a covered officer.

With respect to each such benefit plan and program, service with the Company or any of its affiliates (as applicable) shall be included for purposes of determining eligibility to participate (including waiting periods, and without being subject to any entry date requirement after the waiting period has been satisfied), vesting (as applicable) and entitlement to benefits. The medical plan or plans maintained by the Company shall waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements. With respect to vacation benefits provided by the Company, the vacation benefit of Executive shall include all hours of accrued but unused vacation and sick time hours, respectively, with the Company or any of its affiliates.

3.5            Vacation .  During the Term, the Executive shall be entitled to vacation of four (4) weeks per year.

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3.6            Expenses .  The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses 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 generally.

4.              Termination upon Death or Disability .  If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.  If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under the most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided, that, the Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination.

Upon death or other termination of employment by virtue of disability (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s Target Annual Bonus (hereafter defined) for the fiscal year of the Executive’s death or disability and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365; (ii) all Equity Awards held by the Executive shall become fully vested and exercisable; and (iii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and there shall be no further rights with respect to the Executive hereunder (except as provided in Section 7.13).  For purposes of this Section 4, (i) the “ Effective Date of the Termination ” shall mean the date of death or the date on which a notice of termination by virtue of disability is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination, and (ii) “ Target Annual Bonus” shall mean 80% of the Executive’s Salary.

For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4 constitute liquidated damages for termination of his employment during the Term upon death or by virtue of disability.

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5.              Other Terminations of Employment .

5.1            Termination for Cause; Termination of Employment by the Executive Without Good Reason .

(a)            For purposes of this Agreement, “ Cause ” shall mean:

(i)             the Executive’s conviction for (or pleading nolo contendere to) any felony;

(ii)            the Executive’s commission of an act of fraud, theft or dishonesty related to the business of the Company or its affiliates or the performance of the Executive’s duties hereunder;

(iii)           the willful and continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder;

(iv)           any material violation by the Executive of the covenants contained in Section 6 or that certain Non-Competition Agreement dated as of the date hereof between the Executive and the Company (the “Non-Competition Agreement” ); or

(v)            the Executive’s willful and continuing material breach of this Agreement.

For purposes of this Section 5.1, no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or its subsidiaries.  Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Cause under clause (iii), (iv) or (v) above, the Executive shall have 30 days from the date written notice is given by the Company of such event or condition to cure such event or condition and, if the Executive does so, such event or condition shall not constitute Cause hereunder.

(b)            For purposes of this Agreement, “ Good Reason ” shall mean, unless otherwise consented to by the Executive:

(i)             the material reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially and adversely inconsistent with the Executive’s position or positions with the Company and its subsidiaries;

(ii)            a reduction in Annual Salary of the Executive except in connection with a reduction in compensation generally applicable to senior management employees of the Company;

(iii)           the failure by the Company to obtain an agreement in form and substance reasonably satisfactory to the Executive from any successor to the business of the Company to assume and agree to perform this Agreement;

(iv)           a requirement by the Company that the Executive’s work location be moved more than fifty (50) miles from the Company’s principal place of business in Washington, D.C.; or

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(v)            the Company’s material and willful breach of this Agreement.

Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Good Reason under clause (i), (ii), (iv) or (v) above, the Company shall have 30 days from the date on which the Executive gives the written notice thereof to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.  Further, an event or condition shall cease to constitute Good Reason one (1) year after the event or condition first occurs or at any time at which there exists an event or condition which serves as the basis of a termination of the Executive’s employment for Cause.

(c)            The Company may terminate the Executive’s employment hereunder for Cause and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement.  If the Company terminates the Executive for Cause, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for accrued but unused vacation (but excluding any bonuses except as provided in the Bonus Plan) earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination); and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13).  For purposes of this Section 5.1(c), the “ Effective Date of the Termination ” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

(d)            The Executive may terminate his employment without Good Reason.  If the Executive terminates the Executive’s employment with the Company without Good Reason: (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for accrued but unused vacation (but excluding any bonuses except as provided in the Bonus Plan) earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination); and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13).  For purposes of this Section 5.1(d), the “ Effective Date of the Termination ” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

(e)            In the event the Company elects not to renew this Agreement as contemplated in Section 1 above, the Executive shall receive (i) a cash payment equal to one (1) times the sum of: (x) the Executive’s Annual Salary in effect on the day of expiration of the Term, and (y) the average bonus actually paid to the Executive with respect to the prior three (3) calendar years, payable no later than 30 days after the day of expiration of the Term; and (ii) all Equity Awards held by the Executive shall become fully vested and exercisable and Section 5.2 shall not apply.

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5.2            Termination Without Cause; Termination for Good Reason .  The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason.  If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1:

(a) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned