Common use of After Change of Control Clause in Contracts

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' written notice to Employer following any "change of control" of Employer and a resulting "diminution event", each as defined below, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In such event, Executive shall (A) be paid Executive's Base Compensation up to the effective date of such termination, (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i).

After Change of Control. Executive ----------------------- may terminate this Agreement upon thirty (30) days' written notice to Employer following any "change of control" (as defined below) of Employer and (i) a resulting "diminution event", each " (as defined below) or (ii) a resulting relocation of Executive's office to a location more than twenty-five (25) miles from 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In the event of such eventtermination, Executive shall (A) be paid Employer shall pay to Executive Executive's Base Compensation up to the effective date of such termination, (B) be paid Employer shall pay to Executive a pro rata portion of any bonus Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i).

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' written notice to Employer following any "change of control" of Employer PGRT and a resulting "diminution event", each as defined below, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In such event, Executive shall (A) be paid Executive's Base Compensation up to the effective date of such termination, (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to the benefits set forth in Sections 3(c), 3(d), 3(e) and 3(e3(f) hereof up to the effective date of such termination and (D) receive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i).

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' written notice to Employer following any "change of control" of Employer and a resulting "diminution event", each as defined below, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In such event, Executive shall (A) be paid Executive's Base Compensation up to the effective date of such termination, (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e3(d) hereof up to the effective date of such termination and (D) receive the Termination Compensation specified in Section 5(d5(e) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i).

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' written notice to Employer following (x) any "change of control" of Employer and a resulting "diminution event", each as defined below, but in no event later than two years after the change of control eventevent or (y) any relocation of Executive's office to a location outside of the Chicago metropolitan area. Executive shall continue to perform, at the election of Employer, Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In such event, Executive shall (A) be paid Executive's Base Compensation up to the effective date of such termination, (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i).

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' ’ written notice to Employer following any "“change of control" ” (as defined below) of Employer and (i) a resulting "“diminution event", each ” (as defined below) or (ii) a resulting relocation of Executive’s office to a location more than twenty-five (25) miles from 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, but in no event later than two years after the change of control event. In addition to the foregoing, Executive may terminate this Agreement upon thirty (30) days’ written notice to Employer prior to or following any change of control of Employer (any such notice given prior to a change of control may be contingent on the timing and actual occurrence of the change of control event) provided such written notice is given to Employer no later than sixty (60) days after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In ; provided, however, in the event the notice of termination is given prior to a change of control (and such eventnotice is contingent on the occurrence of the change of control), Executive shall perform Executive’s duties under this Agreement for an additional thirty (30) days following the change of control, provided, that, as required under this Agreement, Executive receives payment simultaneously with the closing of the change of control of (i) the Termination Compensation pursuant to Section 5(d)(ii), and (ii) the compensation due Executive pursuant to clause (B) of this Section 5(b)(i), and Employer otherwise complies with, and provides the other compensation and benefits provided for, in this Agreement. In the event of such termination, (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation up to the effective date of such termination, (B) be paid Employer shall pay to Executive a pro rata portion of any bonus Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereofhereof (which amounts specified in the foregoing clauses (B) and (D) shall be paid simultaneously with the occurrence of the change of control in the event Executive has given a notice of termination prior to the change of control). For purposes of calculating Executive's ’s pro rata portion of any bonus Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's ’s then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's ’s employment with Employer (or Employer's ’s successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i). For purposes of this Section 5(b)(i), (A) a “change of control” of Employer shall be deemed to have occurred if: (1) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including a “group” as defined in Section 13(d)(3) of the Exchange Act (but excluding a trustee or other fiduciary holding securities under an employee benefit plan of Employer), becomes the beneficial owner of shares of beneficial interests or limited partnership interests, as applicable, of Employer having at least fifty percent (50%) of the total number of votes that may be cast for the election of trustees of Employer; (2) the merger or other business combination of Employer, sale of all or substantially all of Employer’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction immediately following which the shareholders of Employer immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder owning directly or indirectly more than ten percent (10%) of the shares of the other company involved in the Transaction); or (3) within any twenty-four (24) month period beginning on or after the date hereof, the persons who were trustees of Employer immediately before the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or a majority of the board of trustees of any successor to Employer, provided that, any trustee who was not a trustee as of the date hereof shall be deemed to be an Incumbent Director if such trustee was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the trustees who then qualified as Incumbent Directors either actually or by prior operation of this provision, unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor provision; and (B) a “diminution event” shall mean any material diminution in (1) the duties and responsibilities of Executive (including any title below President and Chief Executive Officer) or (2) the compensation package for Executive. In the event that any payment, benefit or distribution by or on behalf of Employer to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 5(b)(i)) (the “Payments”) is determined to be an “excess parachute payment” pursuant to Code Section 280G or any successor or substitute provision of the Code, with the effect that Executive is liable for the payment of the excise tax described in Code Section 4999 or any successor or substitute provision of the Code (the “Excise Tax”), then Employer shall pay to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax on the Gross-Up Payment, shall be equal to the Total Payments. All determinations required to be made under this paragraph, and the assumptions to be utilized in arriving at such determination, shall be made by the certified public accounting firm used for auditing purposes by Employer immediately prior to Executive’s employment termination (the “Accounting Firm”), which shall provide detailed supporting calculations both to Employer and Executive. Employer shall pay all fees and expenses of the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Employer and Executive, except as provided in the following sentence. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service (“IRS”) or other agency will claim that a greater or lesser Excise Tax is due. In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to Employer, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Employer shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount of such excess is finally determined. Executive and Employer shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. Employer shall pay all fees and expenses of Executive relating to a claim by the IRS or other agency.

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' ’ written notice to Employer following any "“change of control" of Employer and a resulting "diminution event", each ” (as defined below) of Employer which occurs after the Effective Date and (i) a resulting “diminution event” (as defined below) or (ii) a resulting relocation of Executive's office to a location more than twenty-five (25) miles from 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, but in no event later than two years after the change of control event. In addition to the foregoing, Executive may terminate this Agreement upon thirty (30) days’ written notice to Employer prior to or following any change of control of Employer (any such notice given prior to a change of control may be contingent on the timing and actual occurrence of the change of control event) provided such written notice is given to Employer no later than sixty (60) days after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In ; provided, however, in the event the notice of termination is given prior to a change of control (and such eventnotice is contingent on the occurrence of the change of control), Executive shall perform Executive's duties under this Agreement for an additional thirty (30) days following the change of control, provided, that, as required under this Agreement, Executive receives payment simultaneously with the closing of the change of control of (i) the Termination Compensation pursuant to Section 5(d)(ii), and (ii) the compensation due Executive pursuant to clause (B) of this Section 5(b)(i), and Employer otherwise complies with, and provides the other compensation and benefits provided for, in this Agreement. In the event of such termination, (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation up to the effective date of such termination, (B) be paid Employer shall pay to Executive a pro rata portion of any bonus Bonus Compensation otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) and Exhibit A hereof (including without limitation any guaranteed bonus for such year) up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses Bonus Compensation payable to Executive in accordance with Section 3(b) and Exhibit A hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause hereof (which amounts specified in the foregoing clauses (B) and (D) shall be paid simultaneously with the occurrence of the change of control in the previous sentence, if the event Executive has given a notice of termination takes place prior to receipt by Executive the change of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensationcontrol). For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's ’s employment with Employer (or Employer's ’s successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i). For purposes of this Section 5(b)(i), (A) a “change of control” of Employer shall be deemed to have occurred if after the Effective Date: (1) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including a “group” as defined in Section 13(d)(3) of the Exchange Act (but excluding a trustee or other fiduciary holding securities under an employee benefit plan of Employer), directly or indirectly, becomes the beneficial owner of shares of beneficial interests or limited partnership interests, as applicable, of Employer having at least fifty percent (50%) of the total number of votes that may be cast for the election of trustees of Employer; (2) the merger or other business combination of Employer, sale of all or substantially all of Employer’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction immediately following which the shareholders of Employer immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder owning directly or indirectly more than ten percent (10%) of the shares of the other company involved in the Transaction); or (3) within any twenty-four (24) month period beginning on or after the Effective Date, the persons who were trustees of Employer at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or a majority of the board of trustees of any successor to Employer, provided that, any trustee who was not a trustee as of the date immediately following the Effective Date shall be deemed to be an Incumbent Director if such trustee was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the trustees who then qualified as Incumbent Directors either actually or by prior operation of this provision, unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor provision; and (B) a “diminution event” shall mean any material diminution in (1) the duties and responsibilities of Executive (including any title below President and Chief Executive Officer and the failure of Executive to be elected and re-elected a member of the Board) or (2) the compensation package for Executive. In the event that any payment, benefit or distribution by or on behalf of Employer to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 5(b)(i)) (the “Payments”) is determined to be an “excess parachute payment” pursuant to Code Section 280G or any successor or substitute provision of the Code, with the effect that Executive is liable for the payment of the excise tax described in Code Section 4999 or any successor or substitute provision of the Code (the “Excise Tax”), then Employer shall pay to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax on the Gross-Up Payment, shall be equal to the Total Payments. All determinations required to be made under this paragraph, and the assumptions to be utilized in arriving at such determination, shall be made by the certified public accounting firm used for auditing purposes by Employer immediately prior to Executive's employment termination (the “Accounting Firm”), which shall provide detailed supporting calculations both to Employer and Executive. Employer shall pay all fees and expenses of the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Employer and Executive, except as provided in the following sentence. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service (“IRS”) or other agency will claim that a greater or lesser Excise Tax is due. In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to Employer, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Employer shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount of such excess is finally determined. Executive and Employer shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. Employer shall pay all fees and expenses of Executive relating to a claim by the IRS or other agency.

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' written notice to Employer following any "‘change of control" of Employer and a resulting "diminution event", each ’ (as defined below) of Employer which occurs after the Effective Date and (i) a resulting ‘diminution event’ (as defined below) or (ii) a resulting relocation of Executive’s office to a location more than twenty-five (25) miles from 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, but in no event later than two years after the change of control event. In such case, Executive shall provide written notice of termination to Employer specifying in reasonable detail the nature of the diminution event or office relocation within ninety (90) days after its occurrence and must provide Employer with a period of thirty (30) days after receipt of notice by Employer during which it may reverse the diminution event or office relocation without giving rise to liability under this Section 5(b)(i). Executive shall continue to perform, at the election of Employer, Executive's ’s duties under this Agreement for an additional during the foregoing thirty (30) days following notice of terminationday period; provided, that Employer complies with, and provides the compensation and benefits provided for, in this Agreement. In the event of such eventtermination, Executive shall (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation up to the effective date of such termination, (B) be paid Employer shall pay to Executive on the effective date of such termination a pro rata portion of any bonus Bonus Compensation otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) and Exhibit A hereof (including without limitation any guaranteed bonus for such year) up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses Bonus Compensation payable to Executive in accordance with Section 3(b) and Exhibit A hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive Employer shall pay to Executive the Termination Compensation specified in in, at the time set forth in, Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer materially defaults in its obligation under Section 9 hereof andhereof, as a consequence thereofExecutive may deliver written notice of termination, Executive's describing the circumstances in reasonable detail, to Employer within ninety (90) days after such default. If Employer fails to remedy the default within thirty (30) days of receipt after such notice, Executive may terminate employment with Employer (or Employer's ’s successor or assign) terminates), and such termination shall be deemed to be a termination under this Section 5(b)(i). For purposes of this Section 5(b)(i), (A) a ‘change of control’ of Employer shall be deemed to have occurred if after the Effective Date: (1) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’)), including a ‘group’ as defined in Section 13(d)(3) of the Exchange Act (but excluding a trustee or other fiduciary holding securities under an employee benefit plan of Employer), directly or indirectly, becomes the beneficial owner of shares of beneficial interests or limited partnership interests, as applicable, of Employer having at least fifty percent (50%) of the total number of votes that may be cast for the election of trustees of Employer; (2) the merger or other business combination of Employer, sale of all or substantially all of Employer’s assets or combination of the foregoing transactions (a ‘Transaction’), other than a Transaction immediately following which the shareholders of Employer immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder owning directly or indirectly more than ten percent (10%) of the shares of the other company involved in the Transaction); or (3) within any twenty-four (24) month period beginning on or after the Effective Date, the persons who were trustees of Employer at the beginning of such period (the ‘Incumbent Directors’) shall cease to constitute at least a majority of the Board or a majority of the board of trustees of any successor to Employer, provided that, any trustee who was not a trustee as of the date immediately following the Effective Date shall be deemed to be an Incumbent Director if such trustee was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the trustees who then qualified as Incumbent Directors either actually or by prior operation of this provision, unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor provision; and (B) a ‘diminution event’ shall mean any material diminution in (1) the duties and responsibilities of Executive (including a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Board and the failure of Executive to be elected and re-elected a member of the Board) or (2) the base compensation of Executive.”

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' written notice to Employer following any "change of control" of Employer and a resulting "diminution event", each as defined below, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In such event, Executive shall (A) be paid Executive's Base Compensation up to the effective date of such termination, (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to the benefits set forth in Sections 3(c), 3(d), 3(e) and 3(e3(f) hereof up to the effective date of such termination and (D) receive an amount equal to two times the Termination sum of (1) Executive's then current annual Base Compensation specified in Section 5(dand (2) hereofExecutive's last annualized Performance Bonus Distribution (if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution shall be deemed to be 50% of Executive's then current Base Compensation). For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i).

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' ’ written notice to Employer following any "“change of control" ” (as defined below) of Employer and (i) a resulting "“diminution event", each ” (as defined below) or (ii) a resulting relocation of Executive’s office to a location more than twenty-five (25) miles from 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, but in no event later than two years one year after the change of control event. In addition to the foregoing, Executive may terminate this Agreement upon thirty (30) days’ written notice to Employer prior to or following any change of control of Employer (any such notice given prior to a change of control may be contingent on the timing and actual occurrence of the change of control event) provided such written notice is given to Employer no later than sixty (60) days after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In ; provided, however, in the event the notice of termination is given prior to a change of control (and such eventnotice is contingent on the occurrence of the change of control), Executive shall perform Executive’s duties under this Agreement for an additional thirty (30) days following the change of control, provided, that, as required under this Agreement, Executive receives payment simultaneously with the closing of the change of control of (i) the Termination Compensation pursuant to Section 4(d)(ii), and (ii) the compensation due Executive pursuant to clause (B) of this Section 4(b)(i), and Employer otherwise complies with, and provides the other compensation and benefits provided for, in this Agreement. In the event of such termination, (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation up to the effective date of such termination, (B) be paid Employer shall pay to Executive a pro rata portion of any bonus Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive Employer shall pay to Executive the Termination Compensation specified in Section 5(d4(d) hereofhereof (which amounts specified in the foregoing clauses (B) and (D) shall be paid simultaneously with the occurrence of the change of control in the event Executive has given a notice of termination prior to the change of control). For purposes of calculating Executive's ’s pro rata portion of any bonus Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's ’s then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 8 hereof and, as a consequence thereof, Executive's ’s employment with Employer (or Employer's ’s successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i4(b)(i). For purposes of this Section 4(b)(i), (A) a “change of control” of Employer shall be deemed to have occurred if: (1) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including a “group” as defined in Section 13(d)(3) of the Exchange Act (but excluding a trustee or other fiduciary holding securities under an employee benefit plan of Employer), becomes the beneficial owner of shares of beneficial interests or limited partnership interests, as applicable, of Employer having at least fifty percent (50%) of the total number of votes that may be cast for the election of trustees of Employer; (2) the merger or other business combination of Employer, sale of all or substantially all of Employer’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction immediately following which the shareholders of Employer immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder owning directly or indirectly more than ten percent (10%) of the shares of the other company involved in the Transaction); or (3) within any twenty-four (24) month period beginning on or after the date hereof, the persons who were trustees of Employer immediately before the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or a majority of the board of trustees of any successor to Employer, provided that, any trustee who was not a trustee as of the date hereof shall be deemed to be an Incumbent Director if such trustee was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the trustees who then qualified as Incumbent Directors either actually or by prior operation of this provision, unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor provision; and (B) a “diminution event” shall mean any material diminution in (1) the duties and responsibilities of Executive (including a change of title below Senior Vice President-Office Asset Management) or (2) the compensation package for Executive.

After Change of Control. Executive may terminate In the event this Agreement upon thirty is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof after the occurrence of a Change of Control, the executive shall be entitled to receive (30i) days' written notice to Employer following any "change of control" of Employer and a resulting "diminution event", each as defined belowaccrued, but in no event later than two years unpaid, Salary, any authorized but unreimbursed business expenses and any vacation or sick leave benefits which have accrued as of the date of termination of the Agreement, but were then unpaid or unused, (ii) any or accrued but unpaid Bonus, and (iii) an amount equal to One Hundred (100%) percent of the full monthly Salary payable hereunder for the unexpired term of the Agreement whether or not the Executive has sought or obtained employment elsewhere after the change termination of control event. Executive shall continue to perform, at the election of Employer, Executive's duties employment pursuant to the provisions of section 1.6(f) hereof. Any amount due the Executive under clauses (i), (ii) and (iii) of this Agreement paragraph (other than for an additional any Bonus) shall be paid in a lump sum in cash within thirty (30) days following notice after the termination of terminationthe Executive's employment hereunder; provided, however, than any unpaid Bonus and shall be paid to the Executive within thirty (30) days after the Company's audited financial statements for the fiscal year is made available by the Company's auditors relating to the fiscal year for which such Bonus is due. In such eventaddition, in the event this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof after the occurrence of a Change of Control, the Company at its expense shall continue to provide the Executive with the benefits set forth in Section 1.5(b), 1.5(c), 1.5 (Af) be paid and 1.5(h) above for the unexpired term of this Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's Base Compensation up employment; provided, however, if the Executive obtains employment elsewhere during the aforesaid period, then the Company shall continue to the effective date of such termination, (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to provide the benefits set forth in Sections 3(c1.5(b), 3(d1.5(c), 1.5(f) and 3(e1.5(h) hereof up only to the effective date of extent the Executive does not receive such termination and (D) receive benefits in their entirety from the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i)employer.

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' written notice to Employer following any "change of control" of Employer PGRT and a resulting "diminution event", each as defined below, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In such event, Executive shall (A) be paid Executive's Base Compensation up to the effective date of such termination, (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i).

After Change of Control. Executive may terminate In the event this Agreement upon thirty (30is terminated by the Executive pursuant to the provisions of Section 1.6(f) days' written notice to Employer following any "change hereof after the occurrence of a Change of control" of Employer and a resulting "diminution event", each as defined belowthe executive shall be entitled to receive (i) any accrued, but in no event later than two years unpaid, Salary, any authorized but unreimbursed business expenses, and any vacation or sick leave benefits which have accrued as of the date of termination of the Agreement, but were then unpaid or unused, (ii) any accrued, but unpaid, Earnings Annual Bonus, Net Sales Annual Bonus and any declared, but unpaid, Discretionary Bonus Compensation, and (iii) an amount equal to the full monthly Salary payable hereunder for the unexpired term of the Agreement whether or not the Executive has sought or obtained employment elsewhere after the change termination of control event. Executive shall continue to perform, at the election of Employer, Executive's duties employment pursuant to the provisions of Section 1.6(f) hereof. Any amount due the Executive under clauses (i), (ii) and (iii) of this Agreement paragraph (other than for an additional any Earnings or Net Sales Annual Bonus) shall be paid in a lump sum in cash within thirty (30) days following notice after the termination of terminationthe Executive's employment hereunder; provided, however, than any unpaid Earnings Annual Bonus and Net Sales Annual Bonus shall be paid to the Executive within ninety (90) days after the end of the Company's taxable year for which such Earnings or Net Sales Annual Bonus is due. In such eventaddition, in the event this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof after the occurrence of a Change of Control, the Company at its expense shall (Acontinue to provide the Executive with the benefits set forth in Section 1.5(b), 1.5(c) be paid 1.5(f) and 1.5(h) above for the unexpired term of this Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's Base Compensation up employment pursuant to the effective date provisions of such terminationSection 1.6(f) hereof; provided, (B) be paid a pro rata portion of any bonus otherwise payable however, if the Executive obtains employment elsewhere during the aforesaid period, then the Company shall continue to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to provide the benefits set forth in Sections 3(c1.5(b), 3(d1.5(c), 1.5(f) and 3(e1.5(h) hereof up only to the effective date of extent the Executive does not receive such termination and (D) receive benefits in their entirety from the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensationemployer. For purposes of this AgreementIn addition, in the event Employer defaults this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f), the Company at its expense shall purchase the automobile provided to the Executive pursuant to Section 1.5(f) by paying the total lease payments due Section 1.5(f) and residual value than due in its obligation under Section 9 hereof and, as a consequence thereof, order to acquire title and transfer title on said automobile to Executive within ninety (90) days after the termination of the Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i)thereunder.

After Change of Control. Executive may terminate In the event this Agreement upon thirty is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof after the occurrence of a Change of Control, the executive shall be entitled to receive (30) days' written notice to Employer following any "change of control" of Employer and a resulting "diminution event", each as defined belowi)any accrued, but in no event later than two years unpaid, salary, any authorized but unreimbursed business expenses and any vacation or sick leave benefits which have accrued as of the date of termination of the Agreement, but were then unpaid or unused, (ii) any accrued, but unpaid, Earnings Annual Bonus, and any declared, but unpaid, Discretionary Bonus Compensation and (iii) an amount equal to One Hundred (100%) percent of the full monthly Salary payable hereunder for the unexpired term of the Agreement whether or not the Executive has sought or obtained employment elsewhere after the change termination of control event. Executive shall continue to perform, at the election of Employer, Executive's duties employment pursuant to the provisions of section 1.6(f) hereof. Any amount due the Executive under clauses (i), (ii) and (iii) of this Agreement paragraph (other than for an additional any Earnings Annual Bonus) shall be paid in a lump sum in cash within thirty (30) days following notice after the termination of terminationthe Executive's employment hereunder; provided, however, than any unpaid Earnings Annual Bonus and shall be paid to the Executive within ninety (90) days after the end of the Company's taxable year for which such Earnings Annual Bonus is due. In such eventaddition, in the event this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof after the occurrence of a Change of Control, the Company at its expense shall continue to provide the Executive with the benefits set forth in Section 1.5(b), 1.5(c), 1.5 (Af) be paid and 1.5(h) above for the unexpired term of this Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's Base Compensation up employment; provided, however, if the Executive obtains employment elsewhere during the aforesaid period, then the Company shall continue to the effective date of such termination, (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to provide the benefits set forth in Sections 3(c1.5(b), 3(d1.5(c), 1.5(f) and 3(e1.5(h) hereof up only to the effective date of extent the Executive does not receive such termination and (D) receive benefits in their entirety from the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i)employer.

After Change of Control. Executive may terminate In the event this Agreement upon thirty is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof after the occurrence of a Change of Control, the executive shall be entitled to receive (30i) days' written notice to Employer following any "change of control" of Employer and a resulting "diminution event", each as defined belowaccrued, but in no event later than two years unpaid, Salary, any authorized but unreimbursed business expenses, and any vacation or sick leave benefits which have accrued as of the date of termination of the Agreement, but were then unpaid or unused, (ii) any accrued, but unpaid, Earnings Annual Bonus, Net Sales Annual Bonus and any declared, but unpaid, Discretionary Bonus Compensation, and (iii) an amount equal to the full monthly Salary payable hereunder for the unexpired term of the Agreement whether or not the Executive has sought or obtained employment elsewhere after the change termination of control event. Executive shall continue to perform, at the election of Employer, Executive's duties employment pursuant to the provisions of Section 1.6(f) hereof. Any amount due the Executive under clauses (i), (ii) and (iii) of this Agreement paragraph (other than for an additional any Earnings or Net Sales Annual Bonus) shall be paid in a lump sum in cash within thirty (30) days following notice after the termination of terminationthe Executive's employment hereunder; provided, however, than any unpaid Earnings Annual Bonus and Net Sales Annual Bonus shall be paid to the Executive within ninety (90) days after the end of the Company's taxable year for which such Earnings or Net Sales Annual Bonus is due. In such eventaddition, in the event this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof after the occurrence of a Change of Control, the Company at its expense shall continue to provide the Executive with the benefits set forth in Section 1.5(b), 1.5(c), 1.5 (Af) be paid and 1.5(h) above for the unexpired term of this Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's Base Compensation up employment pursuant to the effective date provisions of such terminationSection 1.6(f) hereof; provided, (B) be paid a pro rata portion of any bonus otherwise payable however, if the Executive obtains employment elsewhere during the aforesaid period, then the Company shall continue to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to provide the benefits set forth in Sections 3(c1.5(b), 3(d1.5(c), 1.5(f) and 3(e1.5(h) hereof up only to the effective date of extent the Executive does not receive such termination and (D) receive benefits in their entirety from the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensationemployer. For purposes of this AgreementIn addition, in the event Employer defaults this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f), the Company at its expense shall purchase the automobile provided to the Executive pursuant to Section 1.5(f) by paying the total lease payments and residual value than due in its obligation under Section 9 hereof and, as a consequence thereof, order to acquire title and transfer title on said automobile to Executive within ninety (90) days after the termination of the Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i)thereunder.

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' written notice to Employer following any "‘change of control" of Employer and a resulting "diminution event", each ’ (as defined below) of Employer which occurs after the Effective Date and (i) a resulting ‘diminution event’ (as defined below) or (ii) a resulting relocation of Executive’s office to a location more than twenty-five (25) miles from 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, but in no event later than two years one year after the change of control event. In such case, Executive shall provide written notice of termination to Employer specifying in reasonable detail the nature of the diminution event or office relocation within ninety (90) days after its occurrence and must provide Employer with a period of thirty (30) days after receipt of notice by Employer during which it may reverse the diminution event or office relocation without giving rise to liability under this Section 4(b)(i). Executive shall continue to perform, at the election of Employer, Executive's ’s duties under this Agreement for an additional during the foregoing thirty (30) days following notice of terminationday period; provided, that Employer complies with, and provides the compensation and benefits provided for, in this Agreement. In the event of such eventtermination, Executive shall (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation up to the effective date of such termination, (B) be paid Employer shall pay to Executive on the effective date of such termination a pro rata portion of any bonus Bonus Compensation otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses Bonus Compensation payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive Employer shall pay to Executive the Termination Compensation specified in in, at the time set forth in, Section 5(d4(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer materially defaults in its obligation under Section 9 hereof and8 hereof, as a consequence thereofExecutive may deliver written notice of termination, Executive's describing the circumstances in reasonable detail, to Employer within ninety (90) days after such default. If Employer fails to remedy the default within thirty (30) days of receipt after such notice, Executive may terminate employment with Employer (or Employer's ’s successor or assign) terminates), and such termination shall be deemed to be a termination under this Section 5(b)(i4(b)(i). For purposes of this Section 4(b)(i), (A) a ‘change of control’ of Employer shall be deemed to have occurred if after the Effective Date: (1) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’)), including a ‘group’ as defined in Section 13(d)(3) of the Exchange Act (but excluding a trustee or other fiduciary holding securities under an employee benefit plan of Employer), directly or indirectly, becomes the beneficial owner of shares of beneficial interests or limited partnership interests, as applicable, of Employer having at least fifty percent (50%) of the total number of votes that may be cast for the election of trustees of Employer; (2) the merger or other business combination of Employer, sale of all or substantially all of Employer’s assets or combination of the foregoing transactions (a ‘Transaction’), other than a Transaction immediately following which the shareholders of Employer immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder owning directly or indirectly more than ten percent (10%) of the shares of the other company involved in the Transaction); or (3) within any twenty-four (24) month period beginning on or after the Effective Date, the persons who were trustees of Employer at the beginning of such period (the ‘Incumbent Directors’) shall cease to constitute at least a majority of the Board or a majority of the board of trustees of any successor to Employer, provided that, any trustee who was not a trustee as of the date immediately following the Effective Date shall be deemed to be an Incumbent Director if such trustee was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the trustees who then qualified as Incumbent Directors either actually or by prior operation of this provision, unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor provision; and (B) a ‘diminution event’ shall mean any material diminution in (1) the duties and responsibilities of Executive (including a change of reporting relationships causing Executive to be supervised by an individual or group with a lower level of authority, duties or responsibilities than Executive’s supervisor(s) as of the Effective Date)= or (2) the base compensation of Executive.”

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' written notice to Employer following any "change of control" of Employer and a resulting "diminution event", each as defined below, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In such event, Executive shall (A) be paid Executive's Base Compensation up to the effective date of such termination, (B) be paid a pro rata portion of any bonus otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to the benefits set forth in Sections 3(c), 3(d), 3(e) and 3(e3(f) hereof up to the effective date of such termination and (D) receive an amount equal to two times the Termination sum of (1) Executive's then current annual Base Compensation specified in Section 5(dand (2) hereofExecutive's last annualized Performance Bonus Distribution (if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution shall be deemed to be 50% of Executive's then current Base Compensation). For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i).

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' ’ written notice to Employer following any "“change of control" ” (as defined below) of Employer and (i) a resulting "“diminution event", each ” (as defined below) or (ii) a resulting relocation of Executive’s office to a location more than twenty-five (25) miles from 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, but in no event later than two years one year after the change of control event. In addition to the foregoing, Executive may terminate this Agreement upon thirty (30) days’ written notice to Employer prior to or following any change of control of Employer (any such notice given prior to a change of control may be contingent on the timing and actual occurrence of the change of control event) provided such written notice is given to Employer no later than sixty (60) days after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In ; provided, however, in the event the notice of termination is given prior to a change of control (and such eventnotice is contingent on the occurrence of the change of control), Executive shall perform Executive’s duties under this Agreement for an additional thirty (30) days following the change of control, provided, that, as required under this Agreement, Executive receives payment simultaneously with the closing of the change of control of (i) the Termination Compensation pursuant to Section 4(d)(ii), and (ii) the compensation due Executive pursuant to clause (B) of this Section 4(b)(i), and Employer otherwise complies with, and provides the other compensation and benefits provided for, in this Agreement. In the event of such termination, (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation up to the effective date of such termination, (B) be paid Employer shall pay to Executive a pro rata portion of any bonus Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive Employer shall pay to Executive the Termination Compensation specified in Section 5(d4(d) hereofhereof (which amounts specified in the foregoing clauses (B) and (D) shall be paid simultaneously with the occurrence of the change of control in the event Executive has given a notice of termination prior to the change of control). For purposes of calculating Executive's ’s pro rata portion of any bonus Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's ’s then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 8 hereof and, as a consequence thereof, Executive's ’s employment with Employer (or Employer's ’s successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i4(b)(i). For purposes of this Section 4(b)(i), (A) a “change of control” of Employer shall be deemed to have occurred if: (1) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including a “group” as defined in Section 13(d)(3) of the Exchange Act (but excluding a trustee or other fiduciary holding securities under an employee benefit plan of Employer), becomes the beneficial owner of shares of beneficial interests or limited partnership interests, as applicable, of Employer having at least fifty percent (50%) of the total number of votes that may be cast for the election of trustees of Employer; (2) the merger or other business combination of Employer, sale of all or substantially all of Employer’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction immediately following which the shareholders of Employer immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder owning directly or indirectly more than ten percent (10%) of the shares of the other company involved in the Transaction); or (3) within any twenty-four (24) month period beginning on or after the date hereof, the persons who were trustees of Employer immediately before the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or a majority of the board of trustees of any successor to Employer, provided that, any trustee who was not a trustee as of the date hereof shall be deemed to be an Incumbent Director if such trustee was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the trustees who then qualified as Incumbent Directors either actually or by prior operation of this provision, unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor provision; and (B) a “diminution event” shall mean any material diminution in (1) the duties and responsibilities of Executive (including a change of title below Executive Vice President) or (2) the compensation package for Executive. In the event that any payment, benefit or distribution by or on behalf of Employer to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4(b)(i)) (the “Payments”) is determined to be an “excess parachute payment” pursuant to Code Section 280G or any successor or substitute provision of the Code, with the effect that Executive is liable for the payment of the excise tax described in Code Section 4999 or any successor or substitute provision of the Code (the “Excise Tax”), then Employer shall pay to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax on the Gross-Up Payment, shall be equal to the Total Payments. All determinations required to be made under this paragraph, and the assumptions to be utilized in arriving at such determination, shall be made by the certified public accounting firm used for auditing purposes by Employer immediately prior to Executive’s employment termination (the “Accounting Firm”), which shall provide detailed supporting calculations both to Employer and Executive. Employer shall pay all fees and expenses of the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Employer and Executive, except as provided in the following sentence. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service (“IRS”) or other agency will claim that a greater or lesser Excise Tax is due. In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to Employer, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Employer shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount of such excess is finally determined. Executive and Employer shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. Employer shall pay all fees and expenses of Executive relating to a claim by the IRS or other agency.

After Change of Control. Executive may terminate In the event this Agreement upon thirty (30is terminated by the Executive pursuant to the provisions of Section 1.6(f) days' written notice to Employer following any "change hereof after the occurrence of a Change of control" of Employer and a resulting "diminution event", each as defined belowthe executive shall be entitled to receive (i) any accrued, but in no event later than two years unpaid, Salary, any authorized but unreimbursed business expenses, and any vacation or sick leave benefits which have accrued as of the date of termination of the Agreement, but were then unpaid or unused, (ii) any accrued, but unpaid, Earnings Annual Bonus, Net Sales Annual Bonus and any declared, but unpaid, Discretionary Bonus Compensation, and (iii) an amount equal to the full monthly Salary payable hereunder for the unexpired term of the Agreement whether or not the Executive has sought or obtained employment elsewhere after the change termination of control event. Executive shall continue to perform, at the election of Employer, Executive's duties employment pursuant to the provisions of Section 1.6(f) hereof. Any amount due the Executive under clauses (i), (ii) and (iii) of this Agreement paragraph (other than for an additional any Earnings or Net Sales Annual Bonus) shall be paid in a lump sum in cash within thirty (30) days following notice after the termination of terminationthe Executive's employment hereunder; provided, however, than any unpaid Earnings Annual Bonus and Net Sales Annual Bonus shall be paid to the Executive within ninety (90) days after the end of the Company's taxable year for which such Earnings or Net Sales Annual Bonus is due. In such eventaddition, in the event this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof after the occurrence of a Change of Control, the Company at its expense shall (Acontinue to provide the Executive with the benefits set forth in Section 1.5(b), 1.5(c) be paid 1.5(f) and 1.5(h) above for the unexpired term of this Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's Base Compensation up employment pursuant to the effective date provisions of such terminationSection 1.6(f) hereof; provided, (B) be paid a pro rata portion of any bonus otherwise payable however, if the Executive obtains employment elsewhere during the aforesaid period, then the Company shall continue to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled to provide the benefits set forth in Sections 3(c1.5(b), 3(d1.5(c) 1.5(f) and 3(e1.5(h) hereof up only to the effective date of extent the Executive does not receive such termination and (D) receive benefits in their entirety from the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensationemployer. For purposes of this AgreementIn addition, in the event Employer defaults this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f), the Company at its expense shall purchase the automobile provided to the Executive pursuant to Section 1.5(f) by paying the total lease payments due Section 1.5(f) and residual value than due in its obligation under Section 9 hereof and, as a consequence thereof, order to acquire title and transfer title on said automobile to Executive within ninety (90) days after the termination of the Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i)thereunder.

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' ’ written notice to Employer following any "“change of control" ” (as defined below) of Employer and (i) a resulting "“diminution event", each ” (as defined below) or (ii) a resulting relocation of Executive’s office to a location more than twenty-five (25) miles from 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, but in no event later than two years one year after the change of control event. In addition to the foregoing, Executive may terminate this Agreement upon thirty (30) days’ written notice to Employer prior to or following any change of control of Employer (any such notice given prior to a change of control may be contingent on the timing and actual occurrence of the change of control event) provided such written notice is given to Employer no later than sixty (60) days after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In ; provided, however, in the event the notice of termination is given prior to a change of control (and such eventnotice is contingent on the occurrence of the change of control), Executive shall perform Executive’s duties under this Agreement for an additional thirty (30) days following the change of control, provided, that, as required under this Agreement, Executive receives payment simultaneously with the closing of the change of control of (i) the Termination Compensation pursuant to Section 4(d)(ii), and (ii) the compensation due Executive pursuant to clause (B) of this Section 4(b)(i), and Employer otherwise complies with, and provides the other compensation and benefits provided for, in this Agreement. In the event of such termination, (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation up to the effective date of such termination, (B) be paid Employer shall pay to Executive a pro rata portion of any bonus Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive Employer shall pay to Executive the Termination Compensation specified in Section 5(d4(d) hereofhereof (which amounts specified in the foregoing clauses (B) and (D) shall be paid simultaneously with the occurrence of the change of control in the event Executive has given a notice of termination prior to the change of control). For purposes of calculating Executive's ’s pro rata portion of any bonus Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's ’s then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 8 hereof and, as a consequence thereof, Executive's ’s employment with Employer (or Employer's ’s successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i4(b)(i). For purposes of this Section 4(b)(i), (A) a “change of control” of Employer shall be deemed to have occurred if: (1) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including a “group” as defined in Section 13(d)(3) of the Exchange Act (but excluding a trustee or other fiduciary holding securities under an employee benefit plan of Employer), becomes the beneficial owner of shares of beneficial interests or limited partnership interests, as applicable, of Employer having at least fifty percent (50%) of the total number of votes that may be cast for the election of trustees of Employer; (2) the merger or other business combination of Employer, sale of all or substantially all of Employer’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction immediately following which the shareholders of Employer immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder owning directly or indirectly more than ten percent (10%) of the shares of the other company involved in the Transaction); or (3) within any twenty-four (24) month period beginning on or after the date hereof, the persons who were trustees of Employer immediately before the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or a majority of the board of trustees of any successor to Employer, provided that, any trustee who was not a trustee as of the date hereof shall be deemed to be an Incumbent Director if such trustee was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the trustees who then qualified as Incumbent Directors either actually or by prior operation of this provision, unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor provision; and (B) a “diminution event” shall mean any material diminution in (1) the duties and responsibilities of Executive (including a change of title below Executive Vice President, General Counsel and Secretary) or (2) the compensation package for Executive. In the event that any payment, benefit or distribution by or on behalf of Employer to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4(b)(i)) (the “Payments”) is determined to be an “excess parachute payment” pursuant to Code Section 280G or any successor or substitute provision of the Code, with the effect that Executive is liable for the payment of the excise tax described in Code Section 4999 or any successor or substitute provision of the Code (the “Excise Tax”), then Employer shall pay to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax on the Gross-Up Payment, shall be equal to the Total Payments. All determinations required to be made under this paragraph, and the assumptions to be utilized in arriving at such determination, shall be made by the certified public accounting firm used for auditing purposes by Employer immediately prior to Executive’s employment termination (the “Accounting Firm”), which shall provide detailed supporting calculations both to Employer and Executive. Employer shall pay all fees and expenses of the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Employer and Executive, except as provided in the following sentence. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service (“IRS”) or other agency will claim that a greater or lesser Excise Tax is due. In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to Employer, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Employer shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount of such excess is finally determined. Executive and Employer shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. Employer shall pay all fees and expenses of Executive relating to a claim by the IRS or other agency.

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' ’ written notice to Employer following any "“change of control" ” (as defined below) of Employer and (i) a resulting "“diminution event", each ” (as defined below) or (ii) a resulting relocation of Executive’s office to a location more than twenty-five (25) miles from 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, but in no event later than two years one year after the change of control event. In addition to the foregoing, Executive may terminate this Agreement upon thirty (30) days’ written notice to Employer prior to or following any change of control of Employer (any such notice given prior to a change of control may be contingent on the timing and actual occurrence of the change of control event) provided such written notice is given to Employer no later than sixty (60) days after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In ; provided, however, in the event the notice of termination is given prior to a change of control (and such eventnotice is contingent on the occurrence of the change of control), Executive shall perform Executive’s duties under this Agreement for an additional thirty (30) days following the change of control, provided, that, as required under this Agreement, Executive receives payment simultaneously with the closing of the change of control of (i) the Termination Compensation pursuant to Section 4(d)(ii), and (ii) the compensation due Executive pursuant to clause (B) of this Section 4(b)(i), and Employer otherwise complies with, and provides the other compensation and benefits provided for, in this Agreement. In the event of such termination, (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation up to the effective date of such termination, (B) be paid Employer shall pay to Executive a pro rata portion of any bonus Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive Employer shall pay to Executive the Termination Compensation specified in Section 5(d4(d) hereofhereof (which amounts specified in the foregoing clauses (B) and (D) shall be paid simultaneously with the occurrence of the change of control in the event Executive has given a notice of termination prior to the change of control). For purposes of calculating Executive's ’s pro rata portion of any bonus Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's ’s then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 8 hereof and, as a consequence thereof, Executive's ’s employment with Employer (or Employer's ’s successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i4(b)(i). For purposes of this Section 4(b)(i), (A) a “change of control” of Employer shall be deemed to have occurred if: (1) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including a “group” as defined in Section 13(d)(3) of the Exchange Act (but excluding a trustee or other fiduciary holding securities under an employee benefit plan of Employer), becomes the beneficial owner of shares of beneficial interests or limited partnership interests, as applicable, of Employer having at least fifty percent (50%) of the total number of votes that may be cast for the election of trustees of Employer; (2) the merger or other business combination of Employer, sale of all or substantially all of Employer’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction immediately following which the shareholders of Employer immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder owning directly or indirectly more than ten percent (10%) of the shares of the other company involved in the Transaction); or (3) within any twenty-four (24) month period beginning on or after the date hereof, the persons who were trustees of Employer immediately before the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or a majority of the board of trustees of any successor to Employer, provided that, any trustee who was not a trustee as of the date hereof shall be deemed to be an Incumbent Director if such trustee was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the trustees who then qualified as Incumbent Directors either actually or by prior operation of this provision, unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor provision; and (B) a “diminution event” shall mean any material diminution in (1) the duties and responsibilities of Executive (including a change of title below Senior Vice President) or (2) the compensation package for Executive.

After Change of Control. Executive ----------------------- may terminate this Agreement upon thirty (30) days' written notice to Employer following any "change of control" (as defined below) of Employer and (i) a resulting "diminution event", each " (as defined below) or (ii) a resulting relocation of Executive's office to a location more than twenty-five (25) miles from 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, but in no event later than two years after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's duties under this Agreement for an additional thirty (30) days following notice of termination. In the event of such eventtermination, Executive shall (A) be paid Employer shall pay to Executive Executive's Base Compensation up to the effective date of such termination, (B) be paid Employer shall pay to Executive a pro rata portion of any bonus Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e3(d) hereof up to the effective date of such termination and (D) receive Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 hereof and, as a consequence thereof, Executive's employment with Employer (or Employer's successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i).

After Change of Control. Executive may terminate this Agreement upon thirty (30) days' ’ written notice to Employer following any "“change of control" of Employer and a resulting "diminution event", each ” (as defined below) of Employer which occurs after the Effective Date and (i) a resulting “diminution event” (as defined below) or (ii) a resulting relocation of Executive’s office to a location more than twenty-five (25) miles from 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, but in no event later than two years one year after the change of control event. In addition to the foregoing, Executive may terminate this Agreement upon thirty (30) days’ written notice to Employer prior to or following any change of control of Employer (any such notice given prior to a change of control may be contingent on the timing and actual occurrence of the change of control event) provided such written notice is given to Employer no later than sixty (60) days after the change of control event. Executive shall continue to perform, at the election of Employer, Executive's ’s duties under this Agreement for an additional thirty (30) days following notice of termination. In ; provided, however, in the event the notice of termination is given prior to a change of control (and such eventnotice is contingent on the occurrence of the change of control), Executive shall perform Executive’s duties under this Agreement for an additional thirty (30) days following the change of control, provided, that, as required under this Agreement, Executive receives payment simultaneously with the closing of the change of control of (i) the Termination Compensation pursuant to Section 4(d)(ii), and (ii) the compensation due Executive pursuant to clause (B) of this Section 4(b)(i), and Employer otherwise complies with, and provides the other compensation and benefits provided for, in this Agreement. In the event of such termination, (A) be paid Employer shall pay to Executive Executive's ’s Base Compensation up to the effective date of such termination, (B) be paid Employer shall pay to Executive a pro rata portion of any bonus Bonus Compensation otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Executive shall be entitled to all bonuses Bonus Compensation payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) be entitled Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) receive Employer shall pay to Executive the Termination Compensation specified in Section 5(d4(d) hereof. For purposes of calculating Executive's pro rata portion of any bonus pursuant to clause hereof (which amounts specified in the foregoing clauses (B) and (D) shall be paid simultaneously with the occurrence of the change of control in the previous sentence, if the event Executive has given a notice of termination takes place prior to receipt by Executive the change of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensationcontrol). For purposes of this Agreement, in the event Employer defaults in its obligation under Section 9 8 hereof and, as a consequence thereof, Executive's ’s employment with Employer (or Employer's ’s successor or assign) terminates, such termination shall be deemed to be a termination under this Section 5(b)(i4(b)(i). For purposes of this Section 4(b)(i), (A) a “change of control” of Employer shall be deemed to have occurred if after the Effective Date: (1) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including a “group” as defined in Section 13(d)(3) of the Exchange Act (but excluding a trustee or other fiduciary holding securities under an employee benefit plan of Employer), directly or indirectly, becomes the beneficial owner of shares of beneficial interests or limited partnership interests, as applicable, of Employer having at least fifty percent (50%) of the total number of votes that may be cast for the election of trustees of Employer; (2) the merger or other business combination of Employer, sale of all or substantially all of Employer’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction immediately following which the shareholders of Employer immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder owning directly or indirectly more than ten percent (10%) of the shares of the other company involved in the Transaction); or (3) within any twenty-four (24) month period beginning on or after the Effective Date, the persons who were trustees of Employer at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or a majority of the board of trustees of any successor to Employer, provided that, any trustee who was not a trustee as of the date immediately following the Effective Date shall be deemed to be an Incumbent Director if such trustee was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the trustees who then qualified as Incumbent Directors either actually or by prior operation of this provision, unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 promulgated under the Exchange Act or any successor provision; and (B) a “diminution event” shall mean any material diminution in (1) the duties and responsibilities of Executive (including a change of title below Executive Vice President, General Counsel and Secretary) or (2) the compensation package for Executive. In the event that any payment, benefit or distribution by or on behalf of Employer to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4(b)(i)) (the “Payments”) is determined to be an “excess parachute payment” pursuant to Code Section 280G or any successor or substitute provision of the Code, with the effect that Executive is liable for the payment of the excise tax described in Code Section 4999 or any successor or substitute provision of the Code (the “Excise Tax”), then Employer shall pay to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax on the Gross-Up Payment, shall be equal to the Total Payments. All determinations required to be made under this paragraph, and the assumptions to be utilized in arriving at such determination, shall be made by the certified public accounting firm used for auditing purposes by Employer immediately prior to Executive’s employment termination (the “Accounting Firm”), which shall provide detailed supporting calculations both to Employer and Executive. Employer shall pay all fees and expenses of the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Employer and Executive, except as provided in the following sentence. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service (“IRS”) or other agency will claim that a greater or lesser Excise Tax is due. In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to Employer, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Employer shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount of such excess is finally determined. Executive and Employer shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. Employer shall pay all fees and expenses of Executive relating to a claim by the IRS or other agency.