Common use of For Any Other Reason Clause in Contracts

For Any Other Reason. If, during the Employment Period, Executive’s employment shall terminate for any reason other than those provided in Section 6(a) or 6(b) above (including due to and upon expiration of the Term of this Agreement because the Company shall have given written notice not to extend the Employment Period pursuant to Section 2(a)), except as provided in Sections 2(f) and 6(d), the Company shall have no further obligations to Executive other than: (i) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the sum of (A) the amount equal to Executive’s Base Salary through the Date of Termination to the extent theretofore unpaid plus (B) 1.5 times Executive’s total compensation in effect prior to the Date of Termination (using for this purpose, (x) Executive’s Base Salary at the rate in effect on the Date of Termination, and (y) the average of the annual bonuses (including Annual Cash Bonuses and annual bonuses paid in LTIPs or other securities) earned for the three years prior to the year in which the Date of Termination occurs; provided that if Executive was not employed for three full calendar years prior to the year in which the Date of Termination occurs, the average for purposes of clause (y) shall be computed based on (i) each full calendar year in which Executive was employed prior to the year in which the Date of Termination occurs and (ii) each partial calendar year in which Executive was employed for at least one-half of such calendar year treating the amounts paid in such year as annual amounts for purposes of computing the average amounts); (ii) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination a pro-rated bonus based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target Annual Bonus in the year the Date of Termination occurs; (iii) the health benefits set forth under Other Benefits in Section 2(g) until the earlier of (x) the one year anniversary of the Date of Termination and (y) the date upon which executive receives similar health benefits from another Person; (iv) full vesting of all Company equity awards as of the Date of Termination; and (v) continuing exercisability of all stock options and stock appreciation rights for the lesser of (x) 12 months after the Date of Termination or (y) the remainder of their term.

For Any Other Reason. If, during the Employment Period, the Company shall terminate Executive’s employment shall terminate for any reason other than those provided in Section 6(a) or 6(b) above (including due to and upon expiration of the Term of this Agreement because the Company shall have given written notice not to extend the Employment Period pursuant to Section 2(a)), except as provided in Sections Section 2(f) and 6(d), the Company shall have no further obligations to Executive other than: (i) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the sum of (A) the amount equal to Executive’s Base Salary through the Date of Termination to the extent theretofore unpaid plus (B) 1.5 1.0 times Executive’s total compensation in effect prior to the Date of Termination (using for this purpose, (x) Executive’s Base Salary at the rate in effect on the Date of Termination, and (y) the average of the annual bonuses (including Annual Cash Bonuses and annual bonuses paid in LTIPs or other securitiessecurities but excluding any Long-Term Bonus (as defined under the Company’s Executive Incentive Bonus Plan)) earned for the three years prior to the year in which the Date of Termination occurs; provided that if Executive was not employed for three full calendar years prior to the year in which the Date of Termination occurs, the average for purposes of clause (y) shall be computed based on (i) each full calendar year in which Executive was employed prior to the year in which the Date of Termination occurs and (ii) each partial calendar year in which Executive was employed for at least one-half of such calendar year treating the amounts paid in such year as annual amounts for purposes of computing the average amounts); (ii) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination a pro-rated bonus based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target Annual Bonus in the year the Date of Termination occurs; (iii) the health benefits set forth under Other Benefits in Section 2(g) until the earlier of (x) the one year anniversary of the Date of Termination and (y) the date upon which executive receives similar health benefits from another Person; (iv) full vesting of all Company equity awards as of the Date of Termination; and (v) continuing exercisability of all stock options and stock appreciation rights for the lesser of (x) 12 months after the Date of Termination or (y) the remainder of their term.

For Any Other Reason. If, during the Employment Period, Executive’s employment shall terminate for any reason other than those provided in Section 6(a) or 6(b) above (including due to and upon expiration of the Term of this Agreement because the Company shall have given written notice not to extend the Employment Period pursuant to Section 2(a)), except as provided in Sections 2(f) and 6(d), the Company shall have no further obligations to Executive other than: (i) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the sum of (A) the amount equal to Executive’s Base Salary through the Date of Termination to the extent theretofore unpaid plus (B) 1.5 1.0 times Executive’s total compensation in effect prior to the Date of Termination (using for this purpose, (x) Executive’s Base Salary at the rate in effect on the Date of Termination, and (y) the average of the annual bonuses (including Annual Cash Bonuses and annual bonuses paid in LTIPs or other securities) earned for the three years prior to the year in which the Date of Termination occurs; provided that if Executive was not employed for three full calendar years prior to the year in which the Date of Termination occurs, the average for purposes of clause (y) shall be computed based on (i) each full calendar year in which Executive was employed prior to the year in which the Date of Termination occurs and (ii) each partial calendar year in which Executive was employed for at least one-half of such calendar year treating the amounts paid in such year as annual amounts for purposes of computing the average amounts); (ii) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination a pro-rated bonus based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target Annual Bonus in the year the Date of Termination occurs; (iii) the health benefits set forth under Other Benefits in Section 2(g) until the earlier of (x) the one year anniversary of the Date of Termination and (y) the date upon which executive receives similar health benefits from another Person; (iv) full vesting of all Company equity awards as of the Date of Termination; and (v) continuing exercisability of all stock options and stock appreciation rights for the lesser of (x) 12 months after the Date of Termination or (y) the remainder of their term.

For Any Other Reason. If, during the Employment Period, Executive’s employment shall terminate for any reason other than those provided in Section 6(a) or 6(b) above (including due to and upon expiration of the Term of this Agreement because the Company shall have given written notice not to extend the Employment Period pursuant to Section 2(a)), except as provided in Sections 2(f) and 6(d), the Company shall have no further obligations to Executive other than: (i) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the sum of (A) the amount equal to Executive’s Base Salary through the Date of Termination to the extent theretofore unpaid plus (B) 1.5 2.25 times Executive’s total compensation in effect prior to the Date of Termination (using for this purpose, (x) Executive’s Base Salary at the rate in effect on the Date of Termination, and (y) the average of the annual bonuses (including Annual Cash Bonuses and annual bonuses paid in LTIPs or other securities) earned for the three years prior to the year in which the Date of Termination occurs; provided that if Executive was not employed for three full calendar years prior to the year in which the Date of Termination occurs, the average for purposes of clause (y) shall be computed based on (i) each full calendar year in which Executive was employed prior to the year in which the Date of Termination occurs and (ii) each partial calendar year in which Executive was employed for at least one-half of such calendar year treating the amounts paid in such year as annual amounts for purposes of computing the average amounts); (ii) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination a pro-rated bonus based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target Annual Bonus in the year the Date of Termination occurs; (iii) the health benefits set forth under Other Benefits in Section 2(g) until the earlier of (x) the one year anniversary of the Date of Termination and (y) the date upon which executive receives similar health benefits from another Person; (iv) full vesting of all Company equity awards as of the Date of Termination; and (v) continuing exercisability of all stock options and stock appreciation rights for the lesser of (x) 12 months after the Date of Termination or (y) the remainder of their term.

For Any Other Reason. If, during the Employment Period, Executive’s employment shall terminate for any reason other than those provided in Section 6(a) or 6(b) above (including due to and upon expiration of the Term of this Agreement because the Company shall have given written notice not to extend the Employment Period pursuant to Section 2(a)), except as provided in Sections 2(f) and 6(d), the Company shall have no further obligations to Executive other than: (i) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the sum of (A) the amount equal to Executive’s Base Salary through the Date of Termination to the extent theretofore unpaid plus (B) 1.5 times Executive’s total compensation in effect prior to the Date of Termination (using for this purpose, (x) Executive’s Base Salary at the rate in effect on the Date of Termination, and (y) the average of the annual bonuses (including Annual Cash Bonuses and annual bonuses paid in LTIPs or other securities) earned for the three years prior to the year in which the Date of Termination occurs; provided that if Executive was not employed for three full calendar years prior to the year in which the Date of Termination occurs, the average for purposes of clause (y) shall be computed based on (i) each full calendar year in which Executive was employed prior to the year in which the Date of Termination occurs and (ii) each partial calendar year in which Executive was employed for at least one-half of such calendar year treating the amounts paid in such year as annual amounts for purposes of computing the average amounts); and provided, further, that the average for purposes of clause (y), in computing Executive’s average of the annual bonuses for all years prior to annual bonuses to be paid for the 2008 fiscal year, 1.5 times Executive’s average of the annual bonuses (including Annual Cash Bonuses and annual bonuses paid in LTIPs or other securities) in such years prior to the 2008 fiscal year shall be used); (ii) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination a pro-rated bonus based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target Annual Bonus in the year the Date of Termination occurs; (iii) the health benefits set forth under Other Benefits in Section 2(g) until the earlier of (x) the one year anniversary of the Date of Termination and (y) the date upon which executive receives similar health benefits from another Person; (iv) full vesting of all Company equity awards as of the Date of Termination; and (v) continuing exercisability of all stock options and stock appreciation rights for the lesser of (x) 12 months after the Date of Termination or (y) the remainder of their term.

For Any Other Reason. If, during the Employment Period, Executive’s employment shall terminate for any reason other than those provided in Section 6(a) or 6(b) above (including due to and upon expiration of the Term of this Agreement because the Company shall have given written notice not to extend the Employment Period pursuant to Section 2(a)), except as provided in Sections Section 2(f) and 6(d), the Company shall have no further obligations to Executive other thanthan to provide Executive: (i) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination Accrued Benefits; (ii) an amount equal to the sum of (A) the amount equal to Executive’s Base Salary through the Date of Termination to the extent theretofore unpaid plus (B) 1.5 times (or 2.0 times in the event such termination occurs in connection with (i.e., after a definitive agreement is executed which results in a Change of Control or within 70 days prior to a Change of Control where substantial steps have been taken by the Company (or of which the Company is aware) to negotiate or effectuate such Change of Control prior to such termination) or within 12 months following a Change of Control) Executive’s total compensation in effect prior to the Date of Termination (using for this purpose, (x) Executive’s Base Salary at the rate in effect on the Date of TerminationTermination without taking into account any reduction in Base Salary in accordance with Section 2(a) resulting from Executive’s receipt of cash compensation from NRF or its subsidiaries as base salary for services directly provided to such entities by Executive as an employee of such entities, and (y) the average of the annual bonuses (including including, to the extent paid by the Company, NRF, any other NSAM Managed Company or any of their subsidiaries, Annual Cash Bonuses and annual bonuses paid in LTIPs or other securitiessecurities of the Company, NRF, any other NSAM Managed Company or any of their subsidiaries and excluding annual bonuses paid in LTIPs or such other securities that are earned based on multi-year performance criteria) earned for the three (3) years A-21 prior to the year in which the Date of Termination occurs; provided that if the Date of Termination occurs before annual bonuses for Executive was not employed have been earned for at least three full calendar (3) years prior to from and including the year in which the Date of Termination occursSpin-Off occurred, the average for purposes of clause (y) shall be computed based on (i) each full calendar year from and including the year in which Executive was employed Spin-Off occurred or (ii) if the Date of Termination occurs before the end of the year in which the Spin-Off occurred, the average of the annual bonuses (including annual cash bonuses and annual bonuses paid in shares of common stock or other securities of NRF or its operating partnership) earned from NRF for the three (3) years prior to the year in which the Date of Termination occurs and (ii) each partial calendar year in which or such lesser number of full years as Executive was employed for at least one-half of such calendar year treating the amounts paid in such year as annual amounts for purposes of computing the average amountsby NRF); (iiiii) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination a pro-rated bonus based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target Annual Cash Bonus in the year the Date of Termination occurs; provided that (x) no amount shall be payable pursuant to this Section 6(c)(iii) if (i) Executive was a Participant in the Bonus Plan and received an Annual Bonus Pool Percentage for the Plan Year (as such terms are defined in the Bonus Plan) in which the Date of Termination occurs or (ii) Executive was a participant in an annual bonus plan or program of the Company, other than the Bonus Plan, during the year in which the Date of Termination occurs that specifically provides for a method of determining the pro-rated annual bonus to be received by the Executive for the year in which the Date of Termination occurs and (y) if a target Annual Cash Bonus has not yet been established for Executive (or Executive’s Annual Bonus Pool Percentage for such Plan Year or the basis upon which Executive is to participate in an alternative annual bonus plan or program has not yet been determined) for the year in which the Date of Termination occurs, Executive’s target Annual Cash Bonus shall be deemed to be Executive’s actual Annual Cash Bonus for the prior year; (iiiiv) the health benefits set forth under Other Benefits in Section 2(g) until the earlier of (x) the one one-year anniversary of the Date of Termination and (y) the date upon which executive receives similar health benefits from another Person; (ivv) full vesting of all Company or any affiliate’s equity awards as of the Date of Termination; and, except to the extent otherwise provided in the plan governing particular equity awards, as in effect at the time such equity awards were granted, or an award agreement governing a particular equity award or as otherwise consented to by Executive in writing; (vvi) continuing exercisability of all stock options and stock appreciation rights for the lesser of (x) 12 twelve (12) months after the Date of Termination or (y) the remainder of their term; and (vii) any restrictions prohibiting the transfer or other disposition of vested shares of the Company’s common stock, LTIP Units (or similar units) of the Company’s operating partnership subsidiary, or equity interests of NRF or any other NSAM Managed Company (including any subsidiary of NRF or any such NSAM Managed Company) shall lapse on the date that is thirty (30) days after the Date of Termination notwithstanding any provisions to the contrary contained in the award agreements or plans governing such vested shares, LTIP Units (or similar units) or equity interests. The amounts set forth in Section 6(c)(ii) and (iii) will be paid in a lump sum in cash within thirty (30) days after the Date of Termination; provided that if the 30-day period begins in one calendar year and ends in a second calendar year, such amounts shall be paid in the second calendar year by the last day of such 30-day period and in the case of a termination prior to and in connection with a Change in Control, the additional 0.5 times severance payment under Section 6(c)(ii) shall be paid upon the later of such date or the date of the Change of Control.