SEVERANCE AGREEMENT

1.

Termination Provisions

A.

Termination Without Cause: The Executive’s employment may be terminated without "Cause" as follows:

(i)

By mutual written agreement of the Trust and Executive, in which case the Executive will be paid only for the time period in which he works, and will not be entitled to any further compensation or severance benefits;

(ii)

Upon written notice to the other party, as follows:

a.

If Executive terminates his employment without "Good Reason", or without "Good Cause" in the context of a "change of control", Executive shall give thirty (30) days advance notice. Executive will be paid his compensation during the thirty (30) day notice period. The Trust (or its Successor) may elect, in its sole discretion, to dispense with the notice period and to immediately sever Executive’s employment relationship with the Trust (or its Successor), but will pay Executive through the thirty (30) day notice period. Executive will not be entitled to any additional compensation or severance benefits.

b.

If the Trust terminates Executive’s employment without "Cause", Executive shall be entitled to severance benefits equal to (a) Fifty Percent (50%) of Executive’s then-current annual base salary if the termination occurs on or before the first anniversary of the date of this Agreement; (b) One Hundred Percent (100%) of Executive’s then-current annual base salary if the termination occurs after the first anniversary of the date of this Agreement and on or before the second anniversary of the date of this Agreement; or (c) One Hundred Fifty Percent (150%) of Executive’s then-current annual base salary if the termination occurs after the second anniversary of the date of this Agreement. Any unvested share options or restricted shares granted to the Executive under any share plan will vest and become immediately exercisable; provided, however, that any provisions of separate agreements between the Trust and Executive governing the vesting or forfeiture of share grants or options that are more favorable to the Executive shall control over the provisions of this Agreement.

c.

If Executive terminates his employment for "Good Reason," Executive shall be entitled to severance benefits equal to (a) Fifty Percent (50%) of Executive’s then-current annual base salary if the termination occurs on or before the first anniversary of the date of this Agreement; (b) One Hundred Percent (100%) of Executive’s then-current annual base salary if the termination occurs after the first anniversary of the date of this Agreement and on or before the second anniversary of the date of this Agreement; or (c) One Hundred Fifty Percent (150%) of Executive’s then-current annual base salary if the termination occurs after the second anniversary of the date of this Agreement. Any unvested share options or restricted shares granted to the Executive under any share plan will vest and become immediately exercisable; provided, however, that any provisions of separate agreements between the Trust and Executive governing the vesting or forfeiture of share grants or options that are more favorable to the Executive shall control over the provisions of this Agreement. "Good Reason" is defined as (a) a change in the Executive’s status, position or responsibilities that does not represent a promotion, (b) a reduction in the Executive’s base salary or bonus, (c) a required relocation to a location more than thirty miles away from the Trust’s principal executive offices, or (d) the failure of the Trust to continue to provide benefits (including severance) to the Executive as set forth in the Executive Compensation Plan or, if no Executive

Compensation Plan then exists, the last written Executive Compensation Plan approved by the Company’s Board of Trustees or the Compensation Committee of the Company’s Board of Trustees.

(iii)

Upon the death of Executive, Executive shall be entitled to severance benefits equal to (a) Fifty Percent (50%) of Executive’s then-current annual base salary if the termination occurs on or before the first anniversary of the date of this Agreement; (b) One Hundred Percent (100%) of Executive’s then-current annual base salary if the termination occurs after the first anniversary of the date of this Agreement and on or before the second anniversary of the date of this Agreement; or (c) One Hundred Fifty Percent (150%) of Executive’s then-current annual base salary if the termination occurs after the second anniversary of the date of this Agreement. Any unvested share options or restricted shares granted to the Executive under any share plan will vest and become immediately exercisable; provided, however, that any provisions of separate agreements between the Trust and Executive governing the vesting or forfeiture of share grants or options that are more favorable to the Executive shall control over the provisions of this Agreement; or

(iv)

Upon the Executive becoming unable to perform the essential functions of Executive’s job, with or without reasonable accommodation, for a period of at least ninety (90) days, Executive shall be entitled to severance benefits equal to (a) Fifty Percent (50%) of Executive’s then-current annual base salary if the termination occurs on or before the first anniversary of the date of this Agreement; (b) One Hundred Percent (100%) of Executive’s then-current annual base salary if the termination occurs after the first anniversary of the date of this Agreement and on or before the second anniversary of the date of this Agreement; or (c) One Hundred Fifty Percent (150%) of Executive’s then-current annual base salary if the termination occurs after the second anniversary of the date of this Agreement. Any unvested share options or restricted shares granted to the Executive under any share plan will vest and become immediately exercisable; provided, however, that any provisions of separate agreements between the Trust and Executive governing the vesting or forfeiture of share grants or options that are more favorable to the Executive shall control over the provisions of this Agreement.

B.

Termination with Cause: The Trust shall have the right to terminate the Executive with "Cause" at any time. If Executive is terminated with "Cause", he will be paid only for the time period in which he works, and will not be entitled to any further compensation, severance benefits, or

other benefits, and any unvested share grants and share options will immediately become null and void; provided, however, that any provisions of separate agreements between the Trust and Executive governing the vesting or forfeiture of share grants or options that are more favorable to the Executive shall control over this Agreement. Termination with "Cause" is defined as the occurrence of any of the following events, as determined by the Trust’s Board of Trustees, acting in its sole discretion:

(i)

Executive violates any of the terms of this Agreement, including, without limitation, the terms and conditions set forth in the Non-Disclosure provision of this Severance Agreement, or violates any company policy if such violation has a significant detrimental affect on the Trust;

(ii)

Executive enters a plea of nolo contendere or guilty with respect to a violation of, or is adjudicated by a court of competent jurisdiction to have violated, any law, order, rule or regulation that constitutes a felony, a crime (that constitutes at least a misdemeanor) of dishonesty, or other crime (that constitutes at least a misdemeanor) involving moral turpitude;

(iii)

Executive commits an act or makes an omission, other than any traffic-related offenses and simple misdemeanors, that is fraudulent or dishonest, and that is intended to or reasonably likely to discredit the Trust, and that results in a substantial amount of negative publicity for, or that materially damages the reputation or good standing of, the Trust or its affiliates;

(iv)

Executive fails to carry out specific, material and legal directives of the Trust’s Board of Trustees, or its designee, or of Executive’s supervisor, or fails to or refuses to adequately perform duties that have been assigned to him, in each case that are consistent with Executive’s position and job responsibilities, but only after Executive has been given specific and written notice of his failure to perform and a thirty (30) day opportunity to cure such deficiency; provided that the Executive is entitled to only one thirty (30) day cure period in any twelve (12) month period.

C.

Termination Upon Change in Control:

(i)

Upon a "change in control" of the Trust, the Trust or its successor after any transaction provided for in this subsection (hereinafter referred to as the "Successor") may terminate Executive’s employment by delivery of written notice to the Executive, which notice must specify an effective date of termination not less than