Executive shall be awarded a restricted stock unit (RSU) grant in the amount of 1,500,000 units which shall vest upon the occurrence of the events set forth below:

•     500,000 on first day of employment.

•     500,000 upon successful restructuring of GE Capital debt if prior to January 31, 2014.

•     500,000 upon pricing of an IPO if prior to June 30, 2014.

Notwithstanding the foregoing, the issuance of shares of common stock upon the vesting of the above-referenced RSUs shall be deferred until the earlier of a Change in Control of the Company (as defined below) or Executive’s “separation from service” (as defined below) for any reason, in compliance with Section 409A of the Internal Revenue Code and the rules and regulations thereunder (“Section 409A”).

Executive shall be an Executive Member of the Board of Directors. As an Executive Member, Executive shall not be considered an independent director nor shall Executive be entitled to any Board fees or other payments for attending Board meetings other than reimbursement of expenses.

Executive may continue to serve on those outside company Boards of Directors as Executive currently serves.

(a) In the event of a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason (each as defined below), then, in addition to any other accrued amounts payable to Executive through the date of termination of Executive’s employment: (1) the Company shall pay Executive a lump-sum severance payment on the date set forth in (c) below (the “Severance Payment”) in an amount equal to the sum of (x) Executive’s annual base salary as in effect on the date of termination for the Severance Term, as defined below, (y) any unpaid bonus through the date of Executive’s termination that had been earned but not yet paid for the prior year plus a prorata portion of the Performance Bonus as set forth above, and (z) two times the Executive’s sign on bonus; and (2) provided that Executive properly elects COBRA continuation coverage, the Company shall pay the COBRA premium for health care coverage for Executive and his spouse and covered dependents, as applicable and to the extent eligible (the “COBRA Benefits”), for the Severance Term immediately following the date of termination of employment.

(b) In the event a Change in Control occurs during the Term and (a) Executive is not offered continued employment by the acquiring company and in connection therewith Executive’s employment with the Company is terminated by the Company without Cause or by Executive for Good Reason, or (b) Executive is offered continuing employment, but Executive’s employment with the acquiring company is terminated by the acquiring company without Cause or by Executive for Good Reason, in either event, within twelve (12) months following such Change in Control event, then, in addition to any other accrued amounts payable to Executive through the date of termination of Executive’s employment, (1) the Executive shall receive a lump-sum severance payment (the “CIC Severance Payment”) in an amount equal to the sum of (x) Executive’s annual base salary as in effect on the date of termination for the Severance Term, as defined below, (y) any unpaid bonus through the date of Executive’s termination for the prior year that had been earned but not yet paid plus a prorata portion of the Performance Bonus as set forth above, and (z) two times the Executive’s sign on bonus; and (2) provided that Executive properly elects COBRA continuation coverage, the

COBRA premium for health care coverage for Executive and his spouse and covered dependents, as applicable and to the extent eligible (the “CIC COBRA Benefits”), for the Severance Term immediately following the date of termination of Executive’s employment. Except as set forth above, Executive shall not be entitled to any CIC Severance Payment or CIC COBRA Benefits in the event Executive is offered continued employment by the acquiring company following such Change in Control event with the acquiring company assuming this Agreement, or entering into an agreement substantially similar to this Agreement. In the event of a Change in Control, whether Executive is offered continued employment or not, the above-described RSUs shall fully vest immediately prior to the Change in Control. If Executive is eligible for and entitled to the CIC Severance Payment or CIC COBRA Benefits, then Executive shall not be eligible for or entitled to the Severance Payment and COBRA Benefits.

(c) Any Severance Payment, CIC Severance Payment, COBRA Benefits, or CIC COBRA Benefits vesting and/or any other benefits contemplated by this Section are conditional on Executive signing and returning to the Company a non-revocable general release of claims providing for a release of all claims relating to Executive’s employment and/or this letter against the Company or its successors, its subsidiaries and parent company and its and their respective directors, officers and stockholders, in a form satisfactory to the Company (the “Release”); provided that such Release becomes effective and irrevocable no later than sixty (60) days following Executive’s termination of employment date or such earlier date required by the Release (such deadline, the “Release Deadline”) and such payments to be paid in a lump sum shall be paid on the date of the Release Deadline. If the Release does not become effective by the Release Deadline, Executive shall forfeit any rights to any Severance Payment, CIC Severance Payment, COBRA Benefits, CIC COBRA Benefits, vesting and/or any other benefits.

(d) In the event of a termination of Executive’s employment due to Executive’s Disability (as defined below) or death, the above-described RSUs shall fully vest immediately prior to the date of Executive’s Disability or death. In addition, the Company shall pay the COBRA premium for health care coverage for Executive (in the event of Disability), Executive’s spouse and covered dependents, as applicable and to the extent eligible (the “COBRA Benefits”), for 18 months immediately following the date of Executive’s termination. In no event shall Executive or Executive’s estate or beneficiaries be entitled to any of the Severance Payments other than as set forth herein.

(e) In no event shall Executive be entitled to any benefits in the event of a termination of Executive’s employment by the Company with Cause or by Executive without Good Reason, and Executive shall be entitled solely to Executive’s compensation and other benefits accrued as of the date of Executive’s termination other than payment of the Performance Bonus as set forth above.

/s/ Eric Olson

/s/ Jay M. Moyes