LORUS THERAPEUTICS INC.

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made the 21st day of September, 2006

BETWEEN:

LORUS THERAPEUTICS INC.

(the “Corporation”)

- and –

DR. AIPING YOUNG

(the “Executive”)

RECITALS:

NOW THEREFORE in consideration of the covenants in this Agreement and for other good and valuable consideration, including, without limitation, the grant of stock options described herein, the receipt and sufficiency of which are acknowledged by the parties, the parties agree as follows:

In this Agreement,

“Affiliate” means any company that is an affiliate of the Corporation as defined under the Securities Act (Ontario);

“Agreement” means this agreement and all schedules attached to this agreement, in each case as they may be amended or supplemented from time to time;

“Basic Salary” has the meaning set out in section 4.1;

“Benefits” has the meaning set out in section 4.2;

“Business Day” means any day, other than Saturday, Sunday or any statutory holiday in the Province of Ontario;

“Change in Control” means:

For greater certainty, “Change in Control” does not include: (1) an Acquisition, Arrangement or Sale which is undertaken for the purposes of financing the Corporation or (2) an Acquisition, Arrangement or Sale in which substantially all of the assets of the Corporation are sold, disposed of, leased or exchanged to a corporation with substantially the same ownership of Voting Shares as those of the Corporation immediately preceding such Acquisition, Arrangement or Sale or (3) any other capital reorganization of the Corporation.

“Competitive Business” means any business involved anywhere in the world in developing, producing, distributing, selling or licensing pharmaceutical goods, in any media now existing or hereafter developed, and/or services relating to pharmaceutical products and technologies in the same therapeutic categories as those in which the Corporation is actively involved;

“Confidential Information” means all confidential or proprietary information, intellectual property (including trade secrets) and confidential facts relating to the business or affairs of the Lorus Group, its clients or its suppliers (excluding general skills and knowledge), whether or not originated by the Executive;

“Developments” means all discoveries, inventions, designs, works of authorship, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing, that are owned by the Lorus Group or that:

“Directors and Officers Alternate Compensation Plan” means the plan established, subject to shareholder approval, to permit the Corporation to discharge certain of its compensation obligations to its directors and senior officers through the issuance of common shares of the Corporation;

“Disability” means the mental or physical state of the Executive such that the Executive has been unable as a result of illness, disease, mental or physical disability or similar cause, as determined by a legally qualified medical practitioner selected by the Corporation, to fulfill the Executive’s obligations under this Agreement either for any consecutive 180-day period or for any period of 180 days (whether or not consecutive) in any consecutive 365-day period;

“Employment Period” has the meaning set out in section 2;

Good Reason” means the occurrence of any of the following upon, or prior to the expiry of the eighteen (18) month period following, a Change in Control, unless the Executive provides express written consent thereto:

Any event, act or omission which constitutes Good Reason within the meaning of this definition shall be deemed not to be Good Reason if the Executive fails to object within sixty (60) days of learning of the event, act or omission or, if the event, act or omission is curable and is cured in its entirety by the Corporation within thirty (30) days of written notice. The Executive shall have sixty (60) days upon learning of the event, act or omission to give notice in writing to the Corporation stating the Executive’s basis for the Executive’s position that there is Good Reason. Upon the receipt of such written notice, the Corporation shall have thirty (30) days to cure the event, act or omission in its entirety and if so cured there shall be deemed to be no Good Reason.

“Just Cause” means: (i) theft, fraud, dishonesty or misconduct by the Executive involving the property, business or affairs of the Lorus Group or the carrying out of the Executive’s duties; (ii) any material breach or non-observance by the Executive of any term of this Agreement (other than those listed in (iii)) that is capable of correction, after notice by the Corporation of the failure to do so and an opportunity for the Executive to correct the same within a reasonable time from the date of receipt of that notice and which breach or non-observance would constitute just cause for the termination of this Agreement and the Executive’s employment hereunder at common law; or (iii) any breach or non-observance or threatened breach or non-observance of any of sections 9, 10, 11, 12 or 13;

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

“Share Option Plan” means the Corporation’s Stock Option Plan as the same is in effect at any relevant time;

“Stock Option Agreement” means any agreement required to be executed and delivered pursuant to the Share Option Plan”

“Stop Work Notice” has the meaning set out in section 8.3;

“Termination Date” has the meaning set out in section 8.2;

“Voting Shares” means any securities of the Corporation ordinarily carrying the right to vote at elections of directors of the Corporation or such Affiliate, provided that if any such security shall at any time carry the right to cast more than one vote for the election of directors, such security shall, when and so long as it carries such right, be considered for the purposes of this Agreement to constitute and be such number of securities of the Corporation as is equal to the number of votes for the election of directors that may be cast by its holder; and

“Year of Employment” means any 12-month period commencing on the date of commencement of the Executive’s employment under this Agreement contained in Schedule “A” or on any anniversary of that date.

The Corporation will employ the Executive, and the Executive will serve the Corporation in the office set forth in Schedule “A”, with effect from the date contained in Schedule “A”, until the effective date that the Executive’s employment is terminated in accordance with section 8 hereof (the “Employment Period”).

3.1.          The Executive will perform the duties of the office as outlined in Schedule “A”.

3.2.          During the Employment Period, the Executive will faithfully, honestly and diligently serve the Corporation and the Lorus Group. The Executive will (except in the case of illness or accident) devote all of the Executive’s business time and attention to the Executive’s employment and will use the Executive’s best efforts to promote the interests of the Corporation. Notwithstanding the foregoing, the Executive may, with the prior written consent of the board of directors of the Corporation, which consent will not be unreasonably withheld, serve on the board of directors of other corporations or accept part-time unpaid academic appointments, provided that any such board or academic appointment does not interfere with the performance of the Executive’s obligations hereunder, is not a Competitive Business and provides, in a manner satisfactory to the board of directors of the Corporation, for the adequate protection of any intellectual property arising out of or in connection with such appointment. Unless otherwise specified in Schedule “A”, the Executive appreciates that the Executive’s duties may involve travel from the Executive’s place of employment (both within and outside of the country in which that place is located), and the Executive agrees to travel as reasonably required in order to fulfill the Executive’s duties.

3.3.          The Executive will comply with all rules, regulations and instructions of the Corporation now in force, or that may be adopted from time to time, and communicated by the Corporation to its executives generally.

4.1.          Basic Remuneration. The Corporation will pay the Executive a gross annual salary (the “Basic Salary”) as provided in Schedule “A”. The Basic Salary will be payable in equal instalments in accordance with the practices of the Corporation applicable to its other senior executives. The Corporation will review the Executive’s Basic Salary annually, with a view to considering increases, as appropriate.

4.2.          Benefits. The Executive will be entitled to participate in all benefit plans, funds or arrangements available from time to time to senior executive officers of the Corporation (the “Benefits”) (currently the benefits set out in Schedule “A”).

4.3.          Bonus Remuneration. The Executive will be entitled to receive bonus remuneration, if any, in respect of each Year of Employment during the Employment Period, or any part thereof, as the board of directors of the Corporation, in its sole discretion, may authorize in accordance with the terms of any management incentive compensation plan of the Corporation in effect from time to time. The Executive’s current bonus target is as set forth in Schedule “A”.

4.4.          Share Options.

4.5           Communication of Annual Objectives. Prior to the commencement of each Year of Employment throughout the Employment Period, the Chair of the board of directors of the Corporation will provide a written communication to the Executive setting out:

in each case as the same have been determined by the Compensation Committee of the board of directors of the Corporation and approved by the board of directors.

5.1.          Travel and Related Expenses. The Corporation will, upon presentation of expense statements or receipts and any other supporting documentation as the Corporation may reasonably require, pay or reimburse the Executive in accordance with the Corporation’s expense policies for all travel and out-of-pocket expenses reasonably incurred or paid by the Executive in the performance of the Executive’s duties and responsibilities.

5.2.          Automobile. The Corporation will provide the Executive with an annual automobile allowance as set out in Schedule “A”, such automobile allowance to be inclusive of all costs, including without limitation, the purchase or lease and maintenance of the Executive’s automobile.

5.3.          Memberships. The Corporation will pay, on behalf of the Executive, the cost of annual memberships as set out in Schedule “A”.

The Executive will be entitled during each Year of Employment during the Employment Period to vacation time with pay as provided in Schedule “A”. Vacation will be taken by the Executive at times reasonably acceptable to the Corporation having regard to its operations. The Corporation acknowledges that the Executive currently has 76 days of accrued vacation which the Executive remains entitled to exercise at time or times mutually agreeable to the Executive and the Corporation. However, the Executive agrees and acknowledges that, with respect to the Executive’s vacation entitlements which accrue following the effective date of this Agreement and the Executive’s employment hereunder, if the Executive has not taken the full vacation to which the Executive is entitled in any calendar year, the Executive may, with the consent of the Chair, carry over up to one week of unused vacation to the following Year of Employment, and otherwise will lose the entitlement to the unused portion of vacation, except as provided under applicable employment legislation.

Notwithstanding the foregoing, if the Executive’s employment is terminated pursuant to section 8 below, the Executive will not be entitled to receive any payment in lieu of any vacation to which the Executive was entitled as of the date of termination and which had not already been taken by the Executive except to the extent, if any, of the payments in respect of vacation pay required under applicable employment legislation, or otherwise as approved by the board of directors of the Corporation acting in its discretion.

Subject to the Executive’s prior written consent, the Executive will participate in the Directors and Officers Alternative Compensation Plan. Participation in the Directors and Officers Alternative Compensation Plan shall, to the extent required, be subject to the plan being approved by the shareholders of the Corporation.

The Executive’s employment will be automatically terminated, without further obligation on the part of the Corporation or the Lorus Group, upon the Executive’s death.

8.2.          Effective Date. The effective date on which the Executive’s employment will be deemed to have been terminated under this section 8 (the “Termination Date”) will be:

8.3.          Immediate Departure.

If a Stop Work Notice is given, the Corporation will, subject to subsection 8.3.2, continue to pay the Executive to the end of the Employment Period. For that purpose, in calculating the Executive’s entitlement to Basic Salary and bonus remuneration, if any, the Executive will be considered to have been actively employed by the Corporation to the end of the Employment Period. The Executive will be entitled to Benefits only if permitted by the terms of any fund, plan or arrangement. To the extent that continued participation is not permitted, the Corporation will pay to the Executive the amount of contributions the Corporation would otherwise have been required to make with respect to any relevant fund, plan or arrangement to the end of the Employment Period.

However, if the Executive accepts alternative employment during the notice period:

8.3.2.1.              all obligations of the Corporation in respect of the continuation of benefits or payments of premiums in lieu will cease with effect as of the date of commencement of the alternative employment;

8.3.2.2.              the Corporation will, within 14 days after receiving the notice referred to in subsection 8.3.2.3, pay to the Executive an amount equal to one-half of the Basic Salary that would otherwise have been paid to the end of the Employment Period. Payment of this amount will be in lieu of the further payments contemplated by subsection 8.3.1. Upon such payment, the Executive will provide to the Corporation, appropriate releases, resignations and other similar documentation; and

8.3.2.3.              the Executive will advise the Corporation forthwith of the acceptance of any employment relevant to this paragraph.

either upon the occurrence of a Change in Control or at any time prior to the expiry of the eighteen (18) month period following a Change in Control, and following the delivery of written notice of termination by the Executive to the Corporation, the Executive shall be entitled to terminate this Agreement and the Executive’s employment hereunder, and shall be entitled to receive within fourteen (14) days following the effective date of such termination by the Executive (the “End Date”), and in lieu of any other amounts to which the Executive may otherwise be entitled upon termination of the Executive’s employment, including, without limitation, under any other section of this Agreement, the following:

8.6.          No Other Entitlement. Except as provided above in this section 8, where the Executive’s employment has been terminated by the Executive or terminated or deemed to have been terminated by the Corporation for any reason, the Executive will not be entitled, except to the extent required under any mandatory employment standard under the applicable employment legislation, to receive any payment as termination pay, severance pay, pay in lieu of notice, or as damages. Except as to any entitlement as provided above, the Executive hereby waives any claims the Executive may have against the Corporation for or in respect of termination pay, severance pay, or on account of loss of office or employment or notice in lieu thereof or damages in lieu thereof (other than rights to accrued and unpaid Basic Salary and vacation pay and to reimbursement for expenses pursuant to section 5.1). Payments to the Executive upon termination in accordance with this Agreement by the Corporation will be deemed to include and to satisfy entitlement to termination pay, vacation pay and severance pay pursuant to the applicable employment legislation to the extent of those payments. Receipt by the Executive of payments in accordance with this Agreement will be deemed to constitute a full and final release and discharge by the Executive of the Corporation, the Lorus Group and all of its directors, officers and agents (for each of whom the Corporation contracts as a trustee) from all claims including, without limitation, any claims in respect of the Executive’s hiring by, employment with and termination of employment with the Corporation.

The Executive agrees that the Confidentiality Agreement executed by the Executive on October 29, 1999 remains in full force and effective following the effective date of this Agreement and forms part of this Agreement.

11.1.        Non-Competition. The Executive acknowledges that employment by the Corporation will give the Executive access to the Confidential Information, and that the Executive’s knowledge of the Confidential Information will enable the Executive to put the Corporation at a significant competitive disadvantage if the Executive is employed or engaged by or becomes involved in a Competitive Business. Accordingly, during the Employment Period and for the relevant period of time specified in Schedule “A” after the Termination Date, the Executive will not, directly or indirectly, individually or in partnership or in conjunction with any other Person:

The restrictions in section 11.1 above will not prohibit the Executive from (i) holding not more than five percent of the issued shares of a public company listed on any recognized stock exchange or traded on any bona fide “over the counter” market anywhere in the world or (ii) with the prior written consent of the board of directors of the Corporation, which consent will not be unreasonably withheld, serve on the board of directors of other corporations or accept part-time unpaid academic appointments, provided that any such board or academic appointment does not interfere with the performance of the Executive’s obligations hereunder, is not a Competitive Business and provides, in a manner satisfactory to the board of directors of the Corporation, for the adequate protection of any intellectual property arising out of or in connection with such appointment.

For greater certainty, the Executive’s obligations under this section 11.1 are in addition to the obligations respecting disclosure and use of Confidential Information pursuant to the Confidentiality Agreement referred to in section 10.

11.2.   No Solicitation of Clients and Suppliers. The Executive acknowledges the importance to the business carried on by the Lorus Group of the client and supplier relationships developed by it and the unique opportunity that the Executive’s employment and the Executive’s access to the Confidential Information offers to interfere with these relationships. Accordingly, the Executive will not while employed or engaged by the Lorus Group and for the period of time specified in Schedule “A”, directly or indirectly, contact or solicit any person who the Executive knows to be a prospective, current or former client or supplier of the Lorus Group for the purpose of selling to the client or buying from the supplier any products or services that are the same as or substantially similar to, or in any way competitive with, the products or services sold or purchased by the Lorus Group during the Executive’s Employment or at the end thereof, as the case may be.

11.3.    No Solicitation of Employees. The Executive acknowledges the importance to the business carried on by the Lorus Group of the human resources engaged and developed by it and the unique access that the Executive’s employment offers to interfere with these resources. Accordingly, the Executive will not during the Employment Period and for the period of time specified in Schedule “A”, induce or solicit, attempt to induce or solicit or assist any third party in inducing or soliciting any employee or consultant of the Lorus Group, to leave the Lorus Group or to accept employment or engagement elsewhere.

11.4.   Independent Covenants. Each of sections 11.1, 11.2 and 11.3 will be construed as constituting obligations independent of any other obligations in this Agreement. The existence of any claim or cause of action the Executive may have or assert against the Corporation, whether based on this Agreement or otherwise, will not constitute a defence to the enforcement by the Corporation of any of the covenants and agreements in the foregoing sections.

12.1.       Ownership. All Developments will be the exclusive property of the Lorus Group and the Lorus Group will have sole discretion to deal with Developments. For greater certainty, all work done during the Employment Period by the Executive for the Corporation or a member of the Lorus Group is a work for hire of which the Corporation or the member of the Lorus Group, as the case may be, is the first author for copyright purposes and in respect of which all copyright will vest in the Corporation or the relevant member of the Lorus Group, as the case may be.

12.2.        Records. The Executive will keep complete, accurate and authentic notes, reference materials, data and records of all Developments in the manner and form requested by the Corporation. All these materials will be Confidential Information upon their creation.

12.3.        Moral Rights. The Executive hereby irrevocably waives all moral rights arising under the Copyright Act (Canada) as amended (or any successor legislation of similar effect) or similar legislation in any applicable jurisdiction, or at common law, that the Executive may have now or in the future with respect to the Developments, including, without limitation, any rights the Executive may have to have the Executive’s name associated with the Developments or to have the Executive’s name not associated with the Developments, any rights the Executive may have to prevent the alteration, translation or destruction of the Developments, and any rights the Executive may have to control the use of the Developments in association with any product, service, cause or institution. The Executive agrees that this waiver may be invoked by the Corporation, and by any of its authorized agents or assignees, in respect of any or all of the Developments.

12.4.        Further Assurances. The Executive will do all further things that may be reasonably necessary or desirable in order to give full effect to the foregoing. If the Executive’s co-operation is required in order for the Lorus Group to obtain or enforce legal protection of the Developments following the termination of the Executive’s employment, the Executive will provide that co-operation so long as the Corporation pays to the Executive reasonable compensation for the Executive’s time at a rate to be agreed, provided that the rate will not be less than the last basic salary or compensation rate paid to the Executive by the Corporation during the Executive’s employment.

13.1.       The obligations of the Executive as set forth in sections 9, 10, 11 and 12 of this Agreement will be deemed to have commenced as of the date on which the Executive was first employed by the Lorus Group. The Executive warrants that the Executive has not, to date, breached any of the obligations set forth in any of those sections. Any breach or threatened breach of those sections by the Executive will constitute Just Cause for immediate termination of the Executive’s employment or engagement by the Corporation.

13.2.       The Executive understands that the Lorus Group has expended significant financial resources in developing its products and the Confidential Information. Accordingly, a breach or threatened breach by the Executive of any of sections 9, 10, 11, 12 or 13.1 could result in unfair competition with the Lorus Group and could result in the Lorus Group and its shareholders suffering irreparable harm that is not capable of being calculated and that cannot be fully or adequately compensated by the recovery of damages alone. Accordingly, the Executive agrees that the Corporation will be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which the Corporation or the Lorus Group may become entitled.

13.3.       The Executive’s obligations under each of sections 9,10,11,12,13.1 and 13.2 are to remain in effect in accordance with each of their terms and will exist and continue in full force and effect despite any termination, breach or repudiation, or alleged breach or repudiation, of this Agreement or the Executive’s employment (including, without limitation, the Executive’s wrongful dismissal) by the Corporation or the Lorus Group.

The Executive will co-operate in all respects with the Corporation if a question arises as to whether the Executive has a Disability. Without limitation, the Executive will authorize the Executive’s medical doctor or other health care specialist to discuss the condition of the Executive with the Corporation and will as reasonably requested by the Corporation submit to examination by a medical doctor or other health care specialist selected by the Corporation.

The Corporation and the Executive agree that section 2 of the Employers and Employees Act (Ontario) or other similar provisions in Applicable Employment Legislation will not apply to or in respect of this Agreement or the employment of the Executive hereunder.

Any notice or other communication required or permitted to be given hereunder must be in writing, and must be given by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided, except that any notice of termination by the Corporation under section 8 above must be hand-delivered or given by registered mail. Any notice or other communication, if mailed by registered mail, will be deemed to have been received on the day that mail is delivered by the post office, or if sent by facsimile, will be deemed to have been received on the Business Day following the sending, or if delivered by hand to the Executive will be deemed to have been received at the time it is delivered to the Executive or, if delivered to the Executive or the Corporation at the applicable address noted in Schedule “A”, when it is delivered either to the individual designated in Schedule “A” or to an individual at that address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by this section. Notices and other communications must be addressed as set out in Schedule “A”.

The inclusion of headings in this Agreement is for convenience of reference only and is not to affect construction or interpretation.

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision.

This Agreement, the attached Schedule “A” and the Confidentiality Agreement referred to in section 10 constitute the entire agreement between the parties pertaining to the subject matter of this Agreement. This Agreement supersedes and replaces all prior agreements, if any, written or oral, with respect to the Executive’s employment by the Corporation, including the Employment Agreement entered into by the Executive and the Corporation, effective October 29, 1999, and any rights which the Executive may have by reason of any prior agreement or by reason of the Executive’s prior employment, if any, by the Lorus Group. There are no warranties, representations or agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth or referred to in this Agreement. No reliance is placed on any representation, opinion, advice or assertion of fact made by the Corporation, the Lorus Group or its directors, officers and agents (for each of whom the Corporation contracts as trustee) to the Executive, except to the extent that the same has been reduced to writing and included as a term of this Agreement. Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any representation, opinion, advice or assertion of fact, except to the extent aforesaid.

Except as expressly provided in this Agreement, no amendment or waiver of this Agreement will be binding unless executed in writing by the party to be bound. No waiver of any provision of this Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario. The parties attorn to the non-exclusive jurisdiction of the Courts of Ontario.

This Agreement may be signed in counterparts. Each counterpart will constitute an original document and all counterparts, taken together, will constitute one and the same instrument. Executed counterparts may be delivered by telecopier or other electronic delivery.

The Executive acknowledges that:

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT UNDER THEIR RESPECTIVE SEALS.

SCHEDULE “A”

EXECUTIVE EMPLOYMENT AGREEMENT

This schedule is attached to and forms an essential part of the executive employment agreement (the “Agreement”) between Lorus Therapeutics Inc. (the “Corporation”) and Dr. Aiping Young (the “Executive”).

if to the Executive:

7 Sandfield Road

Toronto, ON

M3B 2B5

Attention:           Dr.Aiping Young

if to the Corporation:

Lorus Therapeutics Inc.

2 Meridien Road

Toronto, ON

Attention:           Chair of Board of Directors

with copies to:

McCarthy Tétrault LLP

Suite 4700, Toronto Dominion Bank Tower

Toronto-Dominion Centre

Toronto, Ontario

M5K 1E6

APPENDIX 1

Job Description

Dr. Aiping Young

Dr. Aiping Young (“Young”) will be the President and Chief Executive Officer of the Corporation.

As President and Chief Executive Officer, Young will provide leadership, strategic vision, direction and effective operational execution within budget to the Corporation and its executives and employees.

Young will be responsible for developing, implementing, executing and achieving the Corporation’s strategic plans and for ensuring that the Corporation’s strategic plans and objectives are effectively communicated, both internally to the board of directors, executives and employees, and externally to the bio-technology and investment communities, including shareholders and potential investors. Young will also be responsible for securing significant partnerships with other credible biotechnology and pharmaceutical companies, for raising financing as required and for ensuring that the Corporation is able to attract, motivate and retain superior executives and employees.

Young will report to the Chair of the Corporation and will be a member of the board of directors of the Corporation.

In addition to the foregoing, Young shall have such further responsibilities consistent with the position of President and Chief Executive Officer as shall be assigned to Young by the Chair of the Corporation from time to time.

Draft: May 22, 2012

AMENDING AGREEMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

(“Amending Agreement”)

THIS AMENDING AGREEMENT is dated as of the 29 day of May, 2012

IS MADE BETWEEN

LORUS THERAPEUTICS INC.

(the “Corporation”)

- and -

DR. AIPING YOUNG

(the “Executive”)

RECITALS

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF the parties hereto have executed this Amending Agreement as of the day, month and year first above written.