Exhibit 10.11


 


AMENDED AND RESTATED 


EMPLOYMENT AGREEMENT


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”),
effective as of May 19, 2017 (the “Effective Date”), by and between Four Springs Capital Trust (the “Company”)
and William P. Dioguardi (the “Executive”).


 


WITNESSETH:


 


WHEREAS, the Board of Trustees of the Company (the “Board”),
has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued
dedication of the Executive and to provide the Executive with compensation and benefits arrangements which are competitive with those
of other real estate investment trusts;


 


WHEREAS, Executive desires to be so employed;


 


WHEREAS, the Company and the Executive previously entered into that
certain Employment Agreement dated as of March 19, 2014 (the “Original Agreement”); and


 


WHEREAS, the Company and the Executive have agreed to modifications
to the Executive’s terms of employment and each party now desires to amend and restate the terms of the Original Agreement as set
forth in this Agreement.


 


NOW, THEREFORE, in order to accomplish these objectives and in consideration
of the mutual covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows:


 


1. Employment. Subject to the
terms and conditions set forth herein, the Company shall employ the Executive as Chief Executive Officer, and the Executive accepts such
employment for the Employment Period (as defined below). During the Employment Period, the Executive shall perform the duties of the Chief
Executive Officer and such other duties consistent with such position as may from time to time be assigned to him by the Board. The Executive
shall also serve without additional compensation as a Trustee of the Board if elected or appointed as a trustee and as Chairman of the
Board to the extent requested by the Board.


 


2. Performance. Except as provided
below, the Executive will serve the Company faithfully and to the best of his ability and will devote substantially all of his business
time, energy, experience and talents to the business of the Company and its affiliates; provided, however, that it shall not be
considered a violation of the foregoing for the Executive to (a) manage his personal or his family’s investments; or (b) to
serve as an employee, officer, director or owner of Four Springs Capital, LLC; (c) to serve on civic or charitable boards or committees;
or (d) with the advance written approval of the Board, to serve on industry boards or committees; or (e) to participate in any
activity approved by the Board, so long as any of such activities in (a) through (e) do not interfere with the performance of
the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.


 








     


     


    

 


3. Employment Period. Unless
earlier terminated pursuant to Section 5 below (including, but not limited to, the Executive’s termination of employment due
to death, resignation, or Disability (as defined in Section 5(b)(iii) below)), the term of employment of the Executive pursuant
to this Agreement shall begin upon the Effective Date, and shall continue until May 1, 2018 (the “Employment Term”).
This Agreement and the Executive’s employment hereunder shall automatically renew for a one-year term on May 1, 2018 and on
the anniversary date of any subsequent one year-term (“Renewal Term”), unless earlier terminated pursuant to Section 5
below (including, but not limited to, the Executive’s termination of employment due to death, resignation, or Disability (as defined
in Section 5(b)(iii) below)). The Employment Term, together with any Renewal Term(s), shall hereinafter be referred to as the
 “Employment Period.”


 


4. Compensation and Benefits.


 


(a) Base Salary. As compensation for services
hereunder and in consideration of the Executive’s other agreements hereunder, during the Employment Period, the Company shall pay
the Executive a base salary, payable in equal installments in accordance with the Company’s procedures at an annual rate of Three
Hundred Forty-Five Thousand Dollars ($345,000), less applicable withholdings and deductions, subject to review by the Company no less
frequently than annually for increase (but not to be decreased) (such base salary, as may be increased from time to time being hereinafter
referred to as “Base Salary”).


 


(b) Bonuses and Incentive Compensation. During
the Employment Period, the Executive shall have opportunities for bonuses and shall have opportunities for incentive compensation comparable
to those provided to other senior executives of the Company and shall be eligible to participate in all bonus and incentive compensation
plans, including the Company’s 2014 Stock Incentive Plan, made available by the Company, from time to time, for its senior executives.


 


(c) Medical, Dental, Disability, Life Insurance,
Pension and Other Benefits. During the Employment Period, the Executive shall, in accordance with the terms and conditions of the
applicable plan documents and all applicable laws, be eligible to participate in the various medical, dental, disability, life insurance,
pension and other employee benefit plans made available by the Company, from time to time, for its senior executives.


 


(d) Vacation, Sick Leave. During the Employment
Period, the Executive shall be entitled to vacation and sick leave in accordance with the Company’s established practices with respect
to its senior executives.


 


(e) Expenses. The Executive shall be
reimbursed by the Company for all reasonable expenses actually incurred by him in connection with the performance of his duties
hereunder in accordance with policies established by the Company from time to time and upon receipt of appropriate documentation.
Expenses reimbursable under this paragraph shall be reimbursed within a reasonable period of time following Executive’s
submission of the reimbursement request and any supporting documentation reasonably requested by the Company and no later than the
end of the calendar year following the calendar year in which the expenses were incurred by Executive.


 






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5. Termination.
(a) During the Employment Period, the employment of the Executive may be terminated at any time (i) by the Company with or
without Cause (as defined in Section 5(b)(i) below); (ii) by the Executive with or without Good Reason (as defined in
Section 5(b)(ii) below); or (iii) by the Company without Cause or by the Executive with Good Reason, in either case,
within 12 months of a Change in Control (a “Double Trigger Termination”). At any time after a Disability (as defined in
Section 5(b)(iii) below) occurs, provided that the Board, upon advice of a medical doctor selected in accordance with
Section 5(b)(iii) hereof, determines that the Executive remains incapable of performing his essential duties and
responsibilities hereunder, subject to applicable legal requirements, the Company may terminate the Executive’s employment
effective forthwith after giving notice to the Executive of such termination. Further, if the Board, upon advice of a medical doctor
selected in accordance with Section 5(b)(iii) hereof, shall reasonably determine that the Executive has become physically
or mentally incapable of performing his essential duties and responsibilities as provided in this Agreement and such incapacity is
likely to last for a period of at least one hundred eighty (180) days from the onset of such incapacity, the Company may, at its
discretion at any time thereafter while the Executive remains incapable of performing his material duties hereunder, and subject to
applicable legal requirements, remove the Executive from his then position with the Company; provided, further, that if he returns
to full time employment, with the permission of the Board, prior to the time he is determined to have incurred a Disability, he
shall be restored to his position or positions with the Company.


 


(b) For purposes of this Agreement,


 


(i) “Cause” shall mean: (A) the Executive’s
conviction of, plea of nolo contendere to, or written admission of the commission of, a felony (B) any material breach by the Executive
of Section 7 of this Agreement; (C) any act by the Executive involving moral turpitude, fraud or misrepresentation with respect
to his duties for the Company or its affiliates, which materially and adversely affects the Company; or (D) gross negligence or willful
misconduct on the part of the Executive in the performance of his duties as an employee, officer or member of the Company or its affiliates
(that in only the case of gross negligence results in a material economic harm to the Company); provided, however, that the Company
may not terminate the Executive’s employment under clauses (B), (C) or (D) unless the Company first gives the Executive
notice of its intention to terminate and of the grounds for such termination within 90 days of such event, and in the case of a breach
set forth in clause (B) above, the Executive either (X) has not, within 30 days following receipt of such notice, cured such
Cause, or (Y) in the event such Cause cannot be cured within such 30-day period, has not taken all reasonable steps to cure such
Cause. No termination for Cause shall be effective unless the Board makes a Cause determination after notice to the Executive and the
Executive has been provided with the opportunity (with counsel of his choice) to contest the determination at a meeting of the Board.


 






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(ii) “Good Reason” shall mean the occurrence
of any of the following conditions without the Executive’s written consent, provided that Executive shall provide notice to the
Company of the existence of the condition within ninety (90) days of the initial existence of such condition, upon the notice of which
the Company shall have at least thirty (30) days within which to cure such condition, and if the Company fails to cure the condition within
such cure period, the Executive must terminate employment by sending written notice to the Company within thirty (30) days following the
Company’s failure to cure: (A) a material reduction of the Executive’s authority, duties and responsibilities, or the
assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company; (B) a
reduction in the Executive’s rate of Base Salary; (C) a breach by the Company of any material provision of this Agreement;
or (D) a transfer of the place of employment of more than thirty (30) miles from the Company’s principal executive offices.
Notwithstanding anything herein to the contrary, (x) any change of the Executive’s position with the Company to which the Executive
consents in writing shall not constitute Good Reason and (y) retirement by the Executive shall not constitute Good Reason and no
compensation, benefits or payments shall be due to the Executive hereunder as a result of retirement by the Executive.


 


(iii) “Disability” shall mean the mental or
physical incapacity of the Executive such that (A) he qualifies for long-term disability benefits under a Company-sponsored long-term
disability policy or (B) the Executive has been incapable as a result of illness, disease, mental or physical disability, disorder,
infirmity, or impairment or similar cause of performing his essential duties and responsibilities for any period of one hundred eighty
(180) days (whether or not consecutive) in any consecutive three hundred sixty-five (365) day period. Disability shall be determined by
an approved medical doctor selected by the Company and the Executive. If the Company and the Executive cannot agree on a medical doctor,
each party shall select a medical doctor and the two doctors shall select a third who shall be the approved medical doctor for this purpose.


 


(iv) “Change in Control” shall mean:


 


(A) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) (“Beneficial Ownership”) of 20% or more of either (i) the then outstanding common shares of
beneficial interest of the Company (including preferred shares or other securities of the Company convertible into common shares)
(the “Outstanding Company Common Shares”) or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of trustees (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute a
Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the
Company or (4) any acquisition by any entity pursuant to a transaction which complies with clauses (1), (2) and
(3) of subsection (C) of this Section 5(b)(iv); or


 






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(B) Individuals who, as of the date hereof, constitute
the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however,
that any individual becoming a trustee subsequent to the date hereof whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or


 


(C) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business
Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the Persons who
had Beneficial Ownership, respectively, of the Outstanding Company Common Shares and Outstanding Company Voting Securities
immediately prior to such Business Combination have Beneficial Ownership of more than 50%, respectively, of the then outstanding
common shares of beneficial interest and the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of trustees, as the case may be, of the entity resulting from such Business Combination (including,
without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding Company Common Shares and Outstanding Company Voting
Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) acquires Beneficial
Ownership of 20% or more of, respectively, the then outstanding shares of common stock of the entity resulting from such Business
Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such
ownership existed prior to the Business Combination and (3) at least a majority of the members of the board of trustees or
board of trustees, as the case may be, of the entity resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement with the successor or purchasing entity in respect of such Business Combination,
or of the action of the Board, providing for such Business Combination; or


 






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(D) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.


 


(v) “Long-Term Incentive Award” shall mean
any long-term incentive award previously granted to the Executive, including but not limited to restricted shares, deferred share awards,
and share option awards, whether or not issued pursuant to an equity award plan.


 


6. Severance. (a) If, during
the Employment Period,


 


1) the Executive terminates his employment with the Company
for Good Reason;


 


2) the Executive’s employment is terminated by the
Company without Cause; or


 


3) the Executive’s employment is terminated in a Double
Trigger Termination;


 


then, the Company shall have no liability or further obligation to
the Executive except as follows: the Executive shall be entitled to receive, subject to Section 6(e):


 


(i) within 30 days of such termination of employment,
any earned but unpaid Base Salary for the period prior to termination and any earned but unpaid bonuses, in cash, for prior periods which
have ended at the time of such termination (“Entitlements”);


 


(ii) at the time provided in such plan, any rights to
which he is entitled in accordance with such applicable plan or program provisions under any employee benefit plan, program or arrangement,
fringe benefit or incentive plan (“Rights”);


 


(iii) within 60 days of such termination of employment,
severance pay (the “Severance Pay”) in a lump sum cash payment equal to two and one half (2.5) times the sum of: (x) the
Executive’s Base Salary at termination (disregarding a reduction in Base Salary that constitutes Good Reason), and (y) the
average of the last two annual cash bonuses the Company has paid to or agreed to pay to (if such payment has not yet been made) the Executive
(the “Average Bonus”);


 


(iv) within 60 days of such termination of employment,
a lump sum cash payment of a pro rata annual bonus, without duplication of any Entitlements, determined by (x) the number of days
the Executive was employed by the Company during the fiscal year divided by 365, and multiplied by (y) the Average Bonus (the “Pro
Rata Cash Bonus”); and


 


Additionally, upon a termination of the Executive’s
employment under Section 6(a)(1), 6(a)(2) or 6(a)(3) above, (x) all non-vested time based Long-Term Incentive
Awards and all non-vested but earned performance based Long-Term Incentive Awards shall accelerate, become fully earned and vested,
and (y) the end of the performance period for all non-vested but unearned performance based Long-Term Incentive Awards shall be
the date of such termination and a pro rata amount of any of such awards then deemed to be earned awards (determined by the number
of completed days of the performance period for such award divided by the total number of days in such performance period) shall
accelerate, become fully earned and vested; provided, that all unexercised share option awards shall terminate within six months of
such termination of employment.


 






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Additionally, medical, dental, disability, life insurance and other
employee welfare benefits (the “Welfare Plans”) then provided to senior executives of the Company shall be continued following
the date of termination for a period of two and one half (2.5) years and, if the Executive is precluded from participating in any Welfare
Plan by its terms or applicable law during such period, the Company shall reimburse expenses actually incurred by the Executive during
such period to obtain similar Welfare Plan coverage, but only to the extent Executive’s requested reimbursement of expenses for
similar Welfare Plan coverage does not exceed the Company’s premiums or contributions that the Company would otherwise pay under
the terms of this Agreement as of the date of the Executive’s termination, or date of payment if later, to continue Executive’s
participation in the underlying Welfare Plan for the period the expenses were incurred by the Executive. Expenses reimbursable under this
paragraph shall be reimbursed within thirty (30) days following Executive’s submission to the Company of the reimbursement request
and supporting documentation reasonably requested by the Company and in no event later than the end of the calendar year following the
calendar year in which the expenses were incurred by Executive. The expenses eligible for reimbursement under this paragraph during any
calendar year shall not affect the expenses eligible for reimbursement under this paragraph in any other calendar year.


 


Except in the case of a Double Trigger Termination, as a condition
of and upon receiving the Severance Pay under Section 6(a)(iii) and the Pro Rata Cash Bonus under Section 6(a)(iv) and
the vesting of Long-Term Incentive Awards and Welfare Plan benefits continuation under Section 6(a) (collectively, the “Forfeitable
Payments”), the Executive agrees to execute a release thereby releasing the Company and its affiliates from any and all obligations
and liabilities to the Executive arising from or in connection with the Executive’s employment or termination of employment with
the Company and its affiliates and any disagreements with respect to such employment, except that such release shall not apply with respect
to any rights of the Executive to indemnification under the Company’s Declaration of Trust, By-Laws or a separate agreement, or
to any rights of the Executive to indemnification or directors’ and officers’ liability insurance coverage of the Company
and its affiliates. If the Executive does not execute the release and the release does not become irrevocable within 60 days of his termination
of employment, the Executive shall forfeit his right to the Forfeitable Payments.


 


(b) If during the Employment Period the Executive’s
employment is terminated on account of death or Disability, the Company shall have no liability or further obligation to the Executive
except as follows: the Executive (and his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the
event of his death) shall be entitled to receive, subject to Section 6(e):


 


(i) any Entitlements within 30 days of such
termination of employment or, if later, the date such Entitlement would otherwise be paid to active employees of the Company, and any
Rights at the time provided in the relevant plans;


 






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(ii) within 60 days of such termination of employment,
Severance Pay in a lump sum cash payment of one (1) times the Executive’s Base Salary at termination; and


 


(iii) within 60 days of such termination, the
Pro Rata Cash Bonus.


 


Additionally, (x) all non-vested time based Long-Term Incentive
Awards and all non-vested but earned performance based Long-Term Incentive Awards shall accelerate, become fully earned and vested, and
(y) the end of the performance period for all non-vested but unearned performance based Long-Term Incentive Awards shall be the date
of such termination and a pro rata amount of any of such awards then deemed to be earned awards (determined by the number of completed
days of the performance period for such award divided by the total number of days in such performance period) shall accelerate, become
fully earned and vested; provided, that all unexercised share option awards shall terminate within six months of such termination of employment.


 


Additionally, the group health plan then provided to senior executives
of the Company shall be continued following the date of termination for a period of two and one half (2.5) years and, during such period,
if the Executive is precluded from participating in such group health plan by its terms or applicable law at any time during such period,
the Company shall reimburse expenses actually incurred by the Executive during such period to obtain similar coverage, but only to the
extent Executive’s requested reimbursement of expenses for such similar coverage does not exceed the Company’s premiums or
contributions that the Company would otherwise pay as of the date of the Executive’s termination to continue the Executive’s
participation in the group health plan for the period the expenses for similar coverage are incurred by Executive. Expenses reimbursable
under this paragraph shall be reimbursed within thirty (30) days following Executive’s submission to the Company of the reimbursement
request and supporting documentation reasonably requested by the Company and in no event later than the end of the calendar year following
the calendar year in which the expenses were incurred by Executive. The expenses eligible for reimbursement under this paragraph during
any calendar year shall not affect the expenses eligible for reimbursement under this paragraph in any other calendar year. Notwithstanding
the foregoing, the continuation period for group health benefits under Section 4980B of the Internal Revenue Code of 1986, as amended
(the “Code”) by reason of the Executive’s termination of employment with the Company shall be measured from his actual
date of termination of employment.


 


As a condition of receiving the Severance Pay under
Section 6(b)(ii) and the Pro Rata Cash Bonus under Section 6(b)(iii) and the vesting of Long-Term Incentive
Awards and Welfare Plan benefits continuation under Section 6(b) (collectively, the “Forfeitable
Payments-Death/Disability”), the Executive, or the representative of his estate if he has died, agrees to execute a release
thereby releasing the Company and its affiliates from any and all obligations and liabilities to the Executive arising from or in
connection with the Executive’s employment or termination of employment with the Company and its affiliates and any
disagreements with respect to such employment, except that such release shall not apply with respect to any rights of the Executive
to indemnification under the Company’s Declaration of Trust, By-Laws or a separate agreement, or to any rights of the
Executive to indemnification or directors’ and officers’ liability insurance coverage of the Company and its affiliates.
If the Executive or the representative of his estate does not execute the release and the release does not become irrevocable within
60 days of his termination of employment or death, the Executive or the estate shall forfeit the right to the Forfeitable
Payments-Death/Disability.


 






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(c) If during the Employment Period the Executive’s
employment is terminated by the Company for Cause or by the Executive without Good Reason, (i) all non-vested and/or unexercised
Long-Term Incentive Awards shall be forfeited, terminated and cancelled and (ii) the Company shall have no liability or further obligation
to the Executive except as follows: the Executive shall be entitled to receive any Entitlements within 30 days of such termination of
employment or, if later, the date such Entitlement would otherwise be paid to active employees of the Company, and any Rights at the time
provided in the relevant plans.


 


(d) The payments made pursuant to this Section 6
shall be excluded from all pension and benefit calculations under the employee benefit plans of the Company and its affiliates, except
as otherwise provided in the applicable employee benefit plan.


 


(e) Notwithstanding anything in this Section 6
to the contrary, if any amounts or benefits payable under this Agreement in the event of Executive’s termination of employment constitute
 “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall
commence when the Executive incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without
regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the
Company under Code Section 414(b) or 414(c) (“Separation from Service”). Such payments or benefits shall be
provided in accordance with the timing provisions of this Agreement by substituting the Agreement’s references to “termination
of employment” or “termination” with Separation from Service. Notwithstanding the foregoing, if at the time of Executive’s
Separation from Service the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i),
any amount or benefits that the constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A
that becomes payable to Executive on account of the Executive’s Separation from Service will not be paid until after the earlier
of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of the
Executive’s death (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period,
the Executive shall be paid a cash lump sum payment equal to any payments (including interest on any such payments, at an interest rate
of not less than the prime interest rate, as published in the Wall Street Journal, over the period such payment is restricted from
being paid to the Executive) and benefits that the Company would otherwise have been required to provide under this Section 6 but
for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any
remaining payments and benefits due under this Section 6 in accordance with the terms of this Section (as if there had not been
any Suspension Period beforehand). For the purposes of this Agreement, each payment that is part of a series of installment payments shall
treated be as a separate payment for purposes of Code Section 409A.


 






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7. Covenants of the Executive. (a) During the
Employment Period, and for a period of one (1) year thereafter, (i) the Executive shall not, within any jurisdiction or
marketing area in which the Company or any of its affiliates is doing business, directly or indirectly, own, manage, operate,
control, consult with, be employed by or participate in the ownership, management, operation or control of any business of the type
and character engaged in or competitive with that conducted by the Company or any of its affiliates, which for purposes of this
paragraph 7 shall mean a real estate investment trust or other investment vehicle that owns properties that are net leased to single
tenants; (ii) the Executive shall not, directly or indirectly, employ, solicit for employment or otherwise contract for the
services of any employee of the Company or any of its affiliates at the time of this Agreement or who shall subsequently become an
employee of the Company or any such affiliate; and (iii) the Executive will not solicit, in competition with the Company or its
affiliates, any person who is, or was at any time within the twelve months prior to his termination of employment, a customer of the
business conducted by the Company or any of its affiliates. For purposes of determining whether to permanently withhold, or recover,
payments from the Executive pursuant to Section 7(d) hereof, the Board shall determine what constitutes a competing
business; provided that (x) the scope of businesses and the jurisdictions and marketing areas within which the Executive
has agreed not to compete pursuant to clause (a)(i) of this Section 7 shall, for any challenged activity of the Executive,
be determined as of the date of any such activity and (y) the Executive’s ownership of securities of two percent (2%) or
less of any publicly traded class of securities of a public company shall not be considered to be competition with the Company or
any of its affiliates.


 


(b) For the Employment Period and thereafter,
(i) the Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to
the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper
course of business of the Company, any confidential knowledge or information with respect to the operations, finances, organization or
employees of the Company or with respect to confidential or secret processes, services, techniques, customers or plans with respect to
the Company; and (ii) the Executive will not use (except as legally compelled by court order, and then only to the extent required,
after prompt notice to the Company of any such order), directly or indirectly, any confidential information for the benefit of anyone
other than the Company; provided, however, that the Executive has no obligation, express or implied, to refrain from using or disclosing
to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by
the Executive. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by
the Executive, alone or with others, while an employee of the Company which are related to the business of the Company shall be and become
the sole property of the Company, unless released in writing by the Company, and the Executive hereby assigns any and all rights therein
or thereto to the Company.


 


(c) All files, records, correspondence, memoranda,
notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company
or its affiliates, whether prepared by the Executive or otherwise coming into his possession in the course of the performance of his services
under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by the Executive (including,
without limitations, any copies thereof) upon termination of the Executive’s employment for any reason whatsoever (whether initiated
by the Company or by the Executive).


 






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(d) The Executive acknowledges that a
breach of his covenants contained in this Section 7 may cause irreparable damage to the Company and its affiliates, the exact
amount of which will be difficult to ascertain, that the remedies at law for any such breach will be inadequate and that the amounts
payable to the Executive pursuant to the provisions of Section 6(a)(iii), (iv) and the paragraphs following
6(a)(iv) and /or 6(b)(ii), (iii) and (iv) hereunder are additional consideration for the covenants contained in this
Section 7. Accordingly, the Executive agrees that if he breaches any of the covenants contained in this Section 7, in
addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and
injunctive relief, without posting of a bond. In addition, the breach of any of the covenants contained in this Section 7 shall
entitle the Company to permanently withhold, and to recover from the Executive any amounts paid to the Executive pursuant to the
provisions of Section 6(a)(iii), (iv) and the paragraphs following 6(a)(iv) and/or 6(b)(ii) and (iii) and
the paragraphs following 6(b)(iii) of this Agreement. The Company shall provide the Executive with at least five days prior
written notice before withholding of any payment provided for in the immediately preceding sentence.





 


(e) The Company and the Executive further
acknowledge that the time, scope, geographic area and other provisions of this Section 7 have been specifically negotiated by sophisticated
commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement.
In the event that the agreements in this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable
by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive
in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or
over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which
they may be enforceable, all as determined by such court in such action.


 


(f) The Executive agrees to cooperate with
the Company, during the Employment Period and thereafter (including following the Executive’s termination of employment for any
reason, whether initiated by the Company or by the Executive), by making himself reasonably available to testify on behalf of the Company
or any of its affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist
the Company, or any affiliate, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Company’s
Board or its representatives or counsel, or representatives or counsel to the Company, or any affiliate as reasonably requested; provided,
however that the same does not materially interfere with his then current professional activities or important personal activities and
is not contrary to the best interests of the Executive. The Company agrees to reimburse the Executive, on an after-tax basis, for all
expenses actually incurred in connection with his provision of testimony or assistance, and, if during the period following the Employment
Period, the Company requests the Executive’s cooperation for a period of greater than 8 hours per month, the Company agrees to reimburse
the Executive at a rate of $250.00 per hour. Expenses reimbursable under this paragraph must be reimbursed within thirty (30) days following
Executive’s submission to the Company of the reimbursement request and supporting documentation reasonably requested by the Company
and in no event later than the end of the calendar year following the calendar year in which the expenses were incurred by Executive.


 






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(g) The Executive agrees that, during
the Employment Period and at any time thereafter (including following the Executive’s termination of employment for any
reason, whether initiated by the Company or by the Executive) he will not make statements or representations, or otherwise
communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly,
disparage the Company or any of its affiliates or their respective officers, directors, employees, advisors, businesses or
reputations. The Company agrees that, during the Employment Term, and at any time thereafter (including following the
Executive’s termination of employment for any reason, whether initiated by the Company or by the Executive) it will not make
statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any
action which may, directly or indirectly, disparage the Executive’s reputation. Notwithstanding the foregoing, nothing in this
Agreement shall preclude the Executive or a representative of the Company from making truthful statements or disclosures that are
required by applicable law, regulation or legal process.


 


(h) Retained Rights.


 


(i) Nothing in this Section 7 or any other
provision of this Agreement is intended to or shall be interpreted: (i) to restrict or otherwise interfere with the Executive’s
obligation to testify truthfully in any forum; (ii) to restrict or otherwise interfere with the Executive’s right and/or obligation
to contact, cooperate with, provide information to, or testify or otherwise participate in any action, investigation or proceeding of,
any government agency or commission (including, but not limited, to the Equal Employment Opportunity Commission (“EEOC”));
or (iii) to disclose any information or produce any documents as is required by law or legal process.


 


(ii) Further, and to be more specific, nothing
in this Agreement is intended to prohibit the Executive from reporting possible violations of federal, state or local law, ordinance or
regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the U.S. Securities and Exchange
Commission, the EEOC, the Congress and any agency Inspector General, or otherwise taking action or making disclosures that are protected
under the whistleblower provisions of any federal, state or local law, ordinance or regulation, including, but not limited to, Rule 21F-17
promulgated under the Securities Exchange Act of 1934, as amended. The Executive is entitled to make reports and disclosures or otherwise
take action under this provision without the prior authorization from or subsequent notification to the Company and may do so with the
express understanding that the Company shall not engage in or tolerate retaliation of any kind. The Executive is entitled to make reports
and disclosures or otherwise take action under this provision without fear of retaliation of any kind.


 


8. Notices. Any notices required or permitted
hereunder shall be in writing and shall be deemed to have been given when personally delivered or when mailed, certified or registered
mail, postage prepaid, to the following addresses:


 


If to the Executive: 


 


William P. Dioguardi 


205 Lincoln Avenue 


Avon-by-the-Sea, NJ 07717 


 


If to the Company:  


 


Four Springs Capital Trust 


1901 Main Street 


Lake Como, NJ 07719


 






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9. General.


 


(a) Governing Law. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of the State of New Jersey applicable to contracts executed
and to be performed entirely within said State.


 


(b) Construction and Severability.
Nothing in this Agreement is intended to violate any law or shall be interpreted to violate any law. If any paragraph or part or subpart
of any paragraph in this Agreement or the application thereof is held overbroad, invalid, illegal and/or unenforceable in any jurisdiction,
the parties undertake, to the extent permitted by law, to implement all efforts which are necessary, desirable and sufficient to amend,
supplement or substitute all and any such overbroad, invalid, illegal and/or unenforceable provisions with enforceable and valid provisions
which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms
and conditions stipulated herein. The parties further agree that the court making such determination (i.e., that any paragraph or part
or subpart of any paragraph in this Agreement or the application thereof is overbroad, invalid, illegal and/or unenforceable) shall have
the authority to narrow the paragraph or part or subpart of the paragraph as necessary to make it enforceable and the paragraph or part
or subpart of the paragraph shall then be enforceable in its/their narrowed form. Moreover, each paragraph or part or subpart of each
paragraph in this Agreement is independent of and severable (separate) from each other. In the event that any paragraph or part or subpart
of any paragraph in this Agreement is determined to be legally invalid or unenforceable by a court and is not modified by a court to be
enforceable, the affected paragraph or part or subpart of such paragraph shall be stricken from the Agreement, and the remaining paragraphs
or parts or subparts of such paragraphs of this Agreement shall remain in full, force and effect.


 


(c) Assignability. The Executive may
not assign his interest in or delegate his duties under this Agreement. This Agreement is for the employment of the Executive, personally,
and the services to be rendered by him under this Agreement must be rendered by him and no other person. The Executive represents and
warrants to the Company that the Executive has no contracts or agreements of any nature that the Executive has entered into with any other
person, firm or corporation that contain any restraints on the Executive’s ability to perform his obligations under this Agreement.
This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns. Notwithstanding anything
else in this Agreement to the contrary, the Company will assign this Agreement to and all rights hereunder shall inure to the benefit
of any person, firm or corporation resulting from the reorganization of the Company or succeeding to the business or assets of the Company
by purchase, merger or consolidation.


 






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(d) Enforcement Costs. If any
contest or dispute shall arise under this Agreement involving the termination of the Executive’s employment with the Company
and its affiliates or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the
Company shall advance the Executive or pay directly on his behalf, all reasonable legal fees and expenses, if any, incurred or, in
the case of fees and expenses for which payment is required before the services are rendered, to be incurred within the next 30
days, by the Executive in connection with such contest or dispute upon presentation of an itemized bill to the Company regarding any
such fees and expenses along with proof reasonably satisfactory to the Company that such expenses have been incurred or will be
incurred within the next 30 days by the Executive; provided, however, that in the event the resolution of any such contest or
dispute includes a finding that the Executive’s claims in such contest or dispute are frivolous or brought in bad faith, the
Executive shall be required to reimburse the Company, for all sums advanced to the Executive pursuant to this
Section 10(d) in connection with such contest or dispute, together with interest in an amount equal to the prime rate, as
published in the Wall Street Journal, but in no event higher than the maximum legal rate permissible under applicable law,
such interest to accrue from the date the Company makes payment to the Executive hereunder through the date of the Executive’s
repayment thereof. Notwithstanding the foregoing, any reimbursements under this paragraph following the Executive’s
termination of employment with the Company shall be subject to the payment limitations described in Section 6(e) of this
Agreement.


 


(e) Compliance with Rules and Policies.
The Executive shall perform all services in all material respects in accordance with the applicable policies, procedures and rules established
by the Company, including, but not limited to, the By-Laws of the Company. In addition, the Executive, where applicable, shall comply
in all material respects with all laws, rules and regulations that are generally applicable to the Company, its affiliates and their
employees, directors and officers.


 


(f) Taxes. The Company shall withhold
from all amounts due hereunder any applicable withholding taxes payable to federal, state, local or foreign taxing authorities. Except
as set forth in Section 6, the Company shall have no obligation to indemnify or hold the Executive harmless from any taxes he may
incur from any amounts payable under this Agreement.


 


(g) Entire Agreement; Modification.
This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, supersedes all prior
agreements and undertakings, both written and oral.


 


(h) Duration. Notwithstanding the Employment
Period hereunder, the applicable sections of this Agreement shall continue for so long as any obligations remain under this Agreement.


 


(i) Survival. All of the rights and
covenants set forth in Sections 5, 6, 7, 8, and 9 of this Agreement shall survive and shall continue to be binding upon the Executive
notwithstanding the termination of this Agreement for any reason whatsoever. It is expressly agreed that the remedy at law for the breach
or threatened breach of any such covenant is inadequate and that the Company, in addition to any other remedies that may be available
to it, in law or in equity, shall be entitled to injunctive relief to prevent the breach or any threatened breach thereof without bond
or other security or a showing that monetary damages will not provide an adequate remedy.


 


(j) Waiver. No waiver by either party
hereto of any of the requirements imposed by this Agreement on, or any breach of any condition or provision of this Agreement to be performed
by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or condition of this Agreement at the same
or any prior or subsequent time. Any such waiver shall be express and in writing, and there shall be no waiver by conduct.


 






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(k) Indemnification. The Company shall
indemnify the Executive, to the maximum extent permitted by applicable law, and in the same or better manner and to the same or better
extent with respect to each aspect of the indemnification as provided to any other executive of the Company, against all costs, charges
and expenses incurred or sustained by the Executive in connection with any action, suit or proceeding to which the Executive may be made
a party, brought by any shareholder of the Company directly or derivatively or by any third party by reason of any act or omission of
the Executive as an officer, director or employee of the Company or of any subsidiary or affiliate of the Company.


 


(l) Headings. The headings of the sections
contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision
of this Agreement.


 


(m) Counterparts. This Agreement may
be executed in two or more counterparts, all of which taken together shall constitute one instrument.


 


(n) Compliance with Code Section 409A.
This Agreement is intended to be exempt from (or comply with) Code Section 409A, and the Company shall have complete discretion to
interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or otherwise conforms
them to) the requirements of Code Section 409A. If, for any reason including imprecision in drafting, the Agreement does not accurately
reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations
or other evidence of intent, the provision shall be considered ambiguous and shall be interpreted by the Company in a fashion consistent
herewith, as determined in the sole and absolute discretion of the Company. Nevertheless, and notwithstanding any other provision of this
Agreement, neither the Company nor any of its employees, trustees, or their agents shall have any obligation to mitigate, nor to hold
the Executive harmless from, any or all taxes (including any imposed under Code Section 409A) arising under this Agreement.


 


(o) Parachute Provisions. Notwithstanding
anything herein to the contrary, in the event that the Executive receives any payments or distributions, whether payable, distributed
or distributable pursuant to the terms of this Agreement or otherwise, that constitute “parachute payments” within the meaning
of Section 280G of the Code, and the net after tax amount of the parachute payment is less than the net after-tax amount if the aggregate
payment to be made to the Executive were three times the “base amount” (as defined in Section 280G(b)(3) of the
Code), less $1.00, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal
three times the Executive’s base amount, less $1.00. To the extent the aggregate of the amounts constituting the parachute payments
are required to be so reduced, the amounts provided under this Agreement shall be reduced (if necessary, to zero) with amounts that are
payable first reduced first; provided, however, that, in all events the payments provided under this Agreement which are not subject to
Section 409A shall be reduced first. The determinations to be made with respect to this Section shall be made by a certified
public accounting firm mutually agreed upon by the Executive and the Company.


 






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IN WITNESS WHEREOF, the parties hereto, intending
to be legally bound, have hereunto executed this Agreement effective as of the day and year first written above.


 


	Date: May 19, 2017	FOUR SPRINGS CAPITAL TRUST
	 	 
	 	By:	/s/ John E. Warch
	 	Name:	John E. Warch
	 	Title:	Authorized Officer
	 	 
	 	EXECUTIVE
	 	 
	Date: May 19, 2017	/s/ William P. Dioguardi
	 	William P. Dioguardi


 






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