Common use of Certain Benefits upon Termination by Executive Clause in Contracts

Certain Benefits upon Termination by Executive. Except as specifically provided in this Section 7 or otherwise required by law, all compensation and benefits to Executive under this Agreement shall terminate on the date of termination of the Employment Period. Notwithstanding the foregoing, if the Employment Period is terminated pursuant to Section 7(b) or if Executive's employment is terminated by the Employer other than for Good Reason, Executive shall be entitled to the following benefits: (i) The Employer shall continue to pay Executive's Base Salary for the remaining term of this Agreement after the date of Executive's termination, at the rate in effect on the date of his termination and on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminated; (ii) For the remaining term of this Agreement, Executive shall continue to receive all benefits described in Section 3 existing immediately prior to the date of termination, without taking into account any changes in such benefits effected in violation of this Agreement. For purposes of the application of such benefits, Executive shall be treated as if he had remained in the employ of the Employer with a Base Salary at the rate in effect on the date of termination; (iii) For purposes of any stock option plan of the Employer, Executive shall be treated as if he had remained in the employ of the Employer for the remaining term of this Agreement after the date of Executive's termination so that (x) any stock options or other awards (including restricted stock grants) of the Executive under such plan shall continue to vest and become exercisable, and (y) Executive shall be entitled to exercise any exercisable options or other rights; (iv) If, in spite of the provisions above, any benefits or service credits under any benefit plan or program of the Employer may not be paid or provided under such plan or program to Executive, or to Executive's dependents, beneficiaries or estate, because Executive is no longer considered to be an employee of the Employer, the Employer shall pay or provide for payment of such benefits and service credits to Executive, or to Executive's dependents, beneficiaries or estate, for the remaining term of this Agreement; and (v) Nothing herein shall be deemed to obligate Executive to seek other employment in the event of any such termination and any amounts earned or benefits received from such other employment will not serve to reduce in any way the amounts and benefits payable in accordance herewith.

Certain Benefits upon Termination by Executive. Except as ---------------------------------------------- specifically provided in this Section 7 3 or in Sections 7(d) through 7(h) of the Employment Agreement or as otherwise required by law, all compensation and benefits to Executive under this the Employment Agreement shall terminate on the date of termination of the Employment Period. Notwithstanding the foregoing, if the Employment Period is terminated pursuant to Section 7(b3(b) or if Executive's employment is terminated by the Employer other than for Good Reason, Executive shall be entitled to the following benefits: (i) 1. The Employer shall continue pay the Executive (x) his or her full Base Salary though the date of termination at the rate in effect on such date, (y) compensation for accrued but unused vacation time, plus (z) a pro rata portion of the Executive's incentive compensation for the calendar year in which the event of termination occurs, assuming that the Executive would have received incentive compensation for such full calendar year equal to pay the product of (A) the Base Salary that would be payable to the Executive pursuant to subsection 3(a) of the Employment Agreement for such full calendar year and (B) the greater of (a) 1/2 or (b) a percentage equal to the percentage of the Executive's Base Salary for the remaining term immediately preceding fiscal year that was paid to the Executive as incentive compensation (including all cash and other incentive compensation, and including shares of Common Stock) for the immediately preceding fiscal year, expressed as a percentage (the greater of clauses (a) and (b) being herein referred to as the "Deemed Bonus Percentage"); 2. The Employer shall pay as severance to the Executive, not later than the tenth day following the date of termination, a lump sum severance payment (the "Severance Payment") equal to the aggregate of all compensation due to the Executive hereunder had his or her employment not been so terminated (without duplication of subsection 3(c)(i) above), including, without limitation, all incentive compensation which would have been due to the Executive pursuant to subsection 3(b) of the Employment Agreement, through the expiration of this Agreement after (as such Agreement may continue in effect under Section 2 hereof in the date event of a Change-in-Control) assuming that the Executive would have received incentive compensation for each calendar year through the expiration of this Agreement (as such Agreement may continue in effect under Section 2 hereof in the event of a Change-in-Control) equal to the product of (A) the Base Salary payable to the Executive pursuant to subsection 3(a) of the Employment Agreement for each such calendar year and (B) the Deemed Bonus Percentage; provided, however, that such Severance Payment shall not be payable to the Executive until (x) the Executive has executed and delivered to the Employer a general release in a form to be determined by the Employer in good faith, and (y) any applicable revocation period with respect to such release has expired. For purposes of determining Executive's terminationannual compensation in the preceding sentence, at compensation payable to the rate Executive by the Employer shall include every type and form of compensation includible in effect on the date Executive's gross income in respect of his termination or her employment by the Employer (including, without limitation, all income reported on an Internal Revenue Service Form W-2), compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired and on the same periodic payment dates as payment would have been made including, without limitation, any annual incentive compensation paid in cash or securities to Executive had the Employment Period not been terminatedsuch Executive; (ii) 3. An amount equal to the Additional Amount pursuant to Section 5 below; 4. For the remaining term of this the Employment Agreement, Executive shall continue to receive all benefits described in Section 3 of the Employment Agreement existing immediately prior to on the date of terminationtermination and any other benefits then provided by Employer to Executive in addition to those described in Section 3 of the Employment Agreement, without taking into account any changes including, but not limited to, the life insurance coverage provided by Employer to Executive and the automobile provided by Employer to Executive and automobile insurance and maintenance in respect of such benefits effected in violation of this Agreementautomobile. For purposes of the application of such benefits, Executive shall be treated as if he or she had remained in the employ of the Employer with a Base Salary at the rate in effect on the date of termination; (iii) 5. For purposes of any stock option plan of the Employer, Executive shall be treated as if he had remained in the employ of the Employer for the remaining term of this Agreement after the date of Executive's termination so that (x) any stock options or other awards (including restricted stock grants) of the Executive under such plan shall continue to vest and become exercisableexercisable upon any such termination, and (y) Executive shall be treated as if he or she had remained in the employ of the Employer for the remaining term of the Employment Agreement after the date of Executive's termination so that Executive shall be entitled to exercise any exercisable options or other rights; 6. For purposes of any section 401(k) plan or other deferred compensation plan of the Employer, Executive shall be treated as if he or she had remained in the employ of the Employer for the remaining term of the Employment Agreement after the date of Executive's termination so that Executive may continue to receive all matching contributions as provided by the Employer in connection with such plan or any other contributions by Employer in connection with such plan as in effect immediately prior to such termination; 7. The amount of any outstanding loans made by the Employer to the Executive to acquire shares of Common Stock or units of limited partnership interest in Reckson Operating Partnership, L.P., together with any interest accrued on any such loans, and any related "tax" loans made by the Employer to the Executive in respect of tax liabilities owing as the result of the forgiveness of such loans (iv) including forgiveness pursuant to the terms of this Section 3(c)(vii)), together with any interest accrued on any such tax loans, shall be deemed forgiven and Executive shall have no further liability in respect thereof; 8. If, in spite of the provisions above, any benefits or service credits under any benefit plan or program of the Employer may not be paid or provided under such plan or program to Executive, or to Executive's dependents, beneficiaries or estate, because Executive is no longer considered to be an employee of the Employer, the Employer shall pay or provide for payment of such benefits and service credits to Executive, or to Executive's dependents, beneficiaries or estate, for the remaining term of this the Employment Agreement; and (v) 9. Nothing herein shall be deemed to obligate Executive to seek other employment in the event of any such termination and any amounts earned or benefits received from such other employment will not serve to reduce in any way the amounts and benefits payable in accordance herewith.

Certain Benefits upon Termination by Executive. Except as specifically provided in this Section 7 3 or in Sections 7(d) through 7(h) of the Employment Agreement or as otherwise required by law, all compensation and benefits to Executive under this the Employment Agreement shall terminate on the date of termination of the Employment Period. Notwithstanding the foregoing, if the Employment Period is terminated pursuant to Section 7(b3(b) or if Executive's employment is terminated by the Employer other than for Good Reason, Executive shall be entitled to the following benefits: (i) The Employer shall continue pay the Executive (x) his or her full Base Salary though the date of termination at the rate in effect on such date, (y) compensation for accrued but unused vacation time, plus (z) a pro rata portion of the Executive's incentive compensation for the calendar year in which the event of termination occurs, assuming that the Executive would have received incentive compensation for such full calendar year equal to pay the product of (A) the Base Salary that would be payable to the Executive pursuant to subsection 3(a) of the Employment Agreement for such full calendar year and (B) the greater of (a) 1/2 or (b) a percentage equal to the following (I) the sum of (x) the cash bonus awarded to the Executive for the immediately preceding fiscal year, (y) the product of the price per share of Common Stock on the date of termination (as equitably adjusted to reflect any changes in the capitalization of the Employer) and the aggregate number of shares of Common Stock granted, sold or covered by options or loans awarded to the Executive as incentive compensation for the immediately preceding fiscal year, and (z) the value of all other incentive compensation paid or awarded to the Executive for the immediately preceding fiscal year (including, without limitation, all such incentive compensation includible in the Executive's gross income and reported on an Internal Revenue Service Form W-2), divided by (II) the Executive's Base Salary for the remaining term immediately preceding fiscal year, (the greater of this Agreement after clauses (a) and (b) being herein referred to as the date of Executive's termination, at the rate in effect on the date of his termination and on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminated"Deemed Bonus Percentage"); (ii) The Employer shall pay as severance to the Executive, not later than the tenth day following the date of termination, a lump sum severance payment (the "Severance Payment") equal to the aggregate of all compensation that would have been due to the Executive hereunder had his or her employment not been so terminated (without duplication of subsection 3(c)(i) above), including, without limitation, (A) Base Salary (at the greater of the rate payable pursuant to subsection 3(a) of the Employment Agreement or the highest rate then payable to any Executive Vice President of the Employer), and (B) all incentive compensation which would have been due to the Executive pursuant to subsection 3(b) of the Employment Agreement, through the expiration of this Agreement (as such Agreement may continue in effect under Section 2 hereof in the event of a Change-in-Control) assuming that the Executive would have received incentive compensation for each calendar year through the expiration of this Agreement (as such Agreement may continue in effect under Section 2 hereof in the event of a Change-in-Control) equal to the product of (x) the Base Salary payable to the Executive pursuant to clause (A), and (y) the Deemed Bonus Percentage (or, if greater, the highest Deemed Bonus Percentage determined with respect to any Executive Vice President of the Employer), payable in the same proportions of cash, grants of securities, loans to purchase securities, loan forgiveness and gross-up payments as the incentive compensation paid to the Executive for the immediately preceding fiscal year; provided, however, that such Severance Payment shall not be payable to the Executive until (I) the Executive has executed and delivered to the Employer a general release in a form to be determined by the Employer in good faith, and (II) any applicable revocation period with respect to such release has expired. For purposes of determining Executive's annual compensation in the preceding sentence, compensation payable to the Executive by the Employer shall include, without limitation, every type and form of compensation includible in the Executive's gross income in respect of his or her employment by the Employer (including, without limitation, all income reported on an Internal Revenue Service Form W-2), compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired and any annual incentive compensation paid in cash or securities to such Executive; (iii) An amount equal to the Additional Amount pursuant to Section 5 below and an amount equal to the Income Tax Payment pursuant to Section 6 below; (iv) For the remaining term of this the Employment Agreement, Executive shall continue to receive all benefits described in Section 3 of the Employment Agreement existing immediately prior to the date of termination, termination (without taking into account any changes in such benefits effected in violation of this the Employment Agreement) and any other benefits then provided by Employer to Executive in addition to those described in Section 3 of the Employment Agreement, including, but not limited to, the life insurance coverage provided by Employer to Executive and the automobile provided by Employer to Executive and automobile insurance and maintenance in respect of such automobile. For purposes of the application of such benefits, Executive shall be treated as if he or she had remained in the employ of the Employer with a Base Salary at the rate in effect on the date of termination; (iiiv) For purposes of any stock option equity compensation plan of the Employer, Executive shall be treated as if he had remained in the employ of the Employer for the remaining term of this Agreement after the date of Executive's termination so that (x) any stock options or other awards (including restricted stock grants) of the Executive under such plan shall continue to vest and become exercisableexercisable upon any such termination, and (y) Executive shall be treated as if he or she had remained in the employ of the Employer for the remaining term of the Employment Agreement after the date of Executive's termination so that Executive shall be entitled to exercise any exercisable options or other rights; (ivvi) For purposes of any section 401(k) plan or other deferred compensation plan of the Employer, Executive shall be treated as if he or she had remained in the employ of the Employer for the remaining term of the Employment Agreement after the date of Executive's termination so that Executive may continue to receive all matching contributions as provided by the Employer in connection with such plan or any other contributions by Employer in connection with such plan as in effect immediately prior to such termination; (vii) The amount of any outstanding loans made by the Employer to the Executive, together with any interest accrued on any such loans, and any related "tax" loans made by the Employer to the Executive in respect of tax liabilities owing as the result of the forgiveness of such loans (including forgiveness pursuant to the terms of this Section 3(c)(vii)), together with any interest accrued on any such tax loans, shall be deemed forgiven and Executive shall have no further liability in respect thereof; (viii) If, in spite of the provisions above, any benefits or service credits under any benefit plan or program of the Employer may not be paid or provided under such plan or program to Executive, or to Executive's dependents, beneficiaries or estate, because Executive is no longer considered to be an employee of the Employer, the Employer shall pay or provide for payment of such benefits and service credits to Executive, or to Executive's dependents, beneficiaries or estate, for the remaining term of this the Employment Agreement; and (vix) Nothing herein shall be deemed to obligate Executive to seek other employment in the event of any such termination and any amounts earned or benefits received from such other employment will not serve to reduce in any way the amounts and benefits payable in accordance herewith.

Certain Benefits upon Termination by Executive. Except as specifically provided in this Section 7 3 or in Sections 7(d) through 7(h) of the Employment Agreement or as otherwise required by law, all compensation and benefits to Executive under this the Employment Agreement shall terminate on the date of termination of the Employment Period. Notwithstanding the foregoing, if the Employment Period is terminated pursuant to Section 7(b3(b) or if Executive's employment is terminated by the Employer other than for Good Reason, Executive shall be entitled to the following benefits: (i) The Employer shall continue pay the Executive (x) his or her full Base Salary though the date of termination at the rate in effect on such date, (y) compensation for accrued but unused vacation time, plus (z) a pro rata portion of the Executive's incentive compensation for the calendar year in which the event of termination occurs, assuming that the Executive would have received incentive compensation for such full calendar year equal to pay the product of (A) the Base Salary that would be payable to the Executive pursuant to subsection 3(a) of the Employment Agreement for such full calendar year and (B) the greater of (a) 1/2 or (b) a percentage equal to the following (I) the sum of (x) the cash bonus awarded to the Executive for the immediately preceding fiscal year, (y) the product of the price per share of Common Stock on the date of termination (as equitably adjusted to reflect any changes in the capitalization of the Employer) and the aggregate number of shares of Common Stock granted, sold or covered by options or loans awarded to the Executive as incentive compensation for the immediately preceding fiscal year, and (z) the value of all other incentive compensation paid or awarded to the Executive for the immediately preceding fiscal year (including, without limitation, all such incentive compensation includible in the Executive's gross income and reported on an Internal Revenue Service Form W-2), divided by (II) the Executive's Base Salary for the remaining term immediately preceding fiscal year, (the greater of this Agreement after clauses (a) and (b) being herein referred to as the date of Executive's termination, at the rate in effect on the date of his termination and on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminated"Deemed Bonus Percentage"); (ii) The Employer shall pay as severance to the Executive, not later than the tenth day following the date of termination, a lump sum severance payment (the "Severance Payment") equal to the aggregate of all compensation that would have been due to the Executive hereunder had his or her employment not been so terminated (without duplication of subsection 3(c)(i) above), including, without limitation, (A) Base Salary (at the greater of the rate payable pursuant to subsection 3(a) of the Employment Agreement or the rate payable to the other Co-Chief Executive Officer of the Employer), and (B) all incentive compensation which would have been due to the Executive pursuant to subsection 3(b) of the Employment Agreement, through the expiration of this Agreement (as such Agreement may continue in effect under Section 2 hereof in the event of a Change-in-Control) assuming that the Executive would have received incentive compensation for each calendar year through the expiration of this Agreement (as such Agreement may continue in effect under Section 2 hereof in the event of a Change-in-Control) equal to the product of (x) the Base Salary payable to the Executive pursuant to clause (A), and (y) the Deemed Bonus Percentage (or, if greater, the Deemed Bonus Percentage determined with respect to the other Co-Chief Executive Officer of the Employer), payable in the same proportions of cash, grants of securities, loans to purchase securities, loan forgiveness and gross-up payments as the incentive compensation paid to the Executive for the immediately preceding fiscal year; provided, however, that such Severance Payment shall not be payable to the Executive until (I) the Executive has executed and delivered to the Employer a general release in a form to be determined by the Employer in good faith, and (II) any applicable revocation period with respect to such release has expired. For purposes of determining Executive's annual compensation in the preceding sentence, compensation payable to the Executive by the Employer shall include, without limitation, every type and form of compensation includible in the Executive's gross income in respect of his or her employment by the Employer (including, without limitation, all income reported on an Internal Revenue Service Form W-2), compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired and any annual incentive compensation paid in cash or securities to such Executive; (iii) An amount equal to the Additional Amount pursuant to Section 5 below and an amount equal to the Income Tax Payment pursuant to Section 6 below; (iv) For the remaining term of this the Employment Agreement, Executive shall continue to receive all benefits described in Section 3 of the Employment Agreement existing immediately prior to the date of termination, termination (without taking into account any changes in such benefits effected in violation of this the Employment Agreement) and any other benefits then provided by Employer to Executive in addition to those described in Section 3 of the Employment Agreement, including, but not limited to, the life insurance coverage provided by Employer to Executive and the automobile provided by Employer to Executive and automobile insurance and maintenance in respect of such automobile. For purposes of the application of such benefits, Executive shall be treated as if he or she had remained in the employ of the Employer with a Base Salary at the rate in effect on the date of termination; (iiiv) For purposes of any stock option equity compensation plan of the Employer, Executive shall be treated as if he had remained in the employ of the Employer for the remaining term of this Agreement after the date of Executive's termination so that (x) any stock options or other awards (including restricted stock grants) of the Executive under such plan shall continue to vest and become exercisableexercisable upon any such termination, and (y) Executive shall be treated as if he or she had remained in the employ of the Employer for the remaining term of the Employment Agreement after the date of Executive's termination so that Executive shall be entitled to exercise any exercisable options or other rights; (ivvi) For purposes of any section 401(k) plan or other deferred compensation plan of the Employer, Executive shall be treated as if he or she had remained in the employ of the Employer for the remaining term of the Employment Agreement after the date of Executive's termination so that Executive may continue to receive all matching contributions as provided by the Employer in connection with such plan or any other contributions by Employer in connection with such plan as in effect immediately prior to such termination; (vii) The amount of any outstanding loans made by the Employer to the Executive, together with any interest accrued on any such loans, and any related "tax" loans made by the Employer to the Executive in respect of tax liabilities owing as the result of the forgiveness of such loans (including forgiveness pursuant to the terms of this Section 3(c)(vii)), together with any interest accrued on any such tax loans, shall be deemed forgiven and Executive shall have no further liability in respect thereof; (viii) If, in spite of the provisions above, any benefits or service credits under any benefit plan or program of the Employer may not be paid or provided under such plan or program to Executive, or to Executive's dependents, beneficiaries or estate, because Executive is no longer considered to be an employee of the Employer, the Employer shall pay or provide for payment of such benefits and service credits to Executive, or to Executive's dependents, beneficiaries or estate, for the remaining term of this the Employment Agreement; and (vix) Nothing herein shall be deemed to obligate Executive to seek other employment in the event of any such termination and any amounts earned or benefits received from such other employment will not serve to reduce in any way the amounts and benefits payable in accordance herewith.

Certain Benefits upon Termination by Executive. Except as specifically provided in this Section 7 or otherwise required by law, all compensation and benefits to Executive under this Agreement shall terminate on the date of termination of the Employment Period. Notwithstanding the foregoing, if the Employment Period is terminated pursuant to Section 7(b) or if Executive's employment is terminated by the Employer other than for Good Reason, Executive shall be entitled to the following benefits: (i) The Employer shall continue to pay Executive's Executive his Base Salary and cash incentive compensation for the remaining term of this Agreement after the date of Executive's terminationtermination (but not less than 18 months), at the rate of Base Salary in effect on the date of his termination termination, at the percentage of cash incentive compensation paid for the immediately preceding year and on the same periodic payment dates as payment would have been made to Executive had the Employment Period not been terminated; (ii) For the remaining term of this AgreementAgreement (but not less than 18 months), Executive shall continue to receive all benefits described in Section 3 existing immediately prior to the date of termination, without taking into account any changes in such benefits effected in violation of this Agreement. For purposes of the application of such benefits, Executive shall be treated as if he had remained in the employ of the Employer with a Base Salary at the rate in effect on the date of termination; (iii) For purposes of any stock option equity compensation plan of the Employer, Executive shall be treated as if he had remained in the employ of the Employer for the remaining term of this Agreement after the date of Executive's termination so that (x) any stock options or other awards (including restricted stock grants) of the Executive under such plan shall continue to vest and become exercisable, and (y) Executive shall be entitled to exercise any exercisable options or other rights; (iv) The amount of any outstanding loans made by the Employer to the Executive, together with any interest accrued on any such loans, together with any interest accrued on any such tax loans, shall be deemed forgiven and Executive shall have no further liability to the Employer in respect thereof; (v) If, in spite of the provisions above, any benefits or service credits under any benefit plan or program of the Employer may not be paid or provided under such plan or program to Executive, or to Executive's dependents, beneficiaries or estate, because Executive is no longer considered to be an employee of the Employer, the Employer shall pay or provide for payment of such benefits and service credits to Executive, or to Executive's dependents, beneficiaries or estate, for the remaining term of this Agreement; and (vvi) Nothing herein shall be deemed to obligate Executive to seek other employment in the event of any such termination and any amounts earned or benefits received from such other employment will not serve to reduce in any way the amounts and benefits payable in accordance herewith.