Common use of Obligations of the Employer Upon Termination Clause in Contracts

Obligations of the Employer Upon Termination. (a) By the Employer Other Than for Cause, Death or Disability; By the Executive for Good Reason, or Upon Expiration of the Term Following Employer Non-Renewal. Subject to Section 5, if, during the Employment Period, (x) the Employer shall terminate the Executive’s employment other than for Cause, death or Disability, (y) the Executive shall terminate employment for Good Reason, or (z) upon expiration of the Term following the Employer’s issuance of a Notice of Non-Renewal under Section 1, the Employer shall pay to the Executive the following amounts: (i) a lump sum cash payment within thirty (30) days after the Date of Termination equal to the aggregate of the following amounts: (1) the Executive’s accrued and unpaid Annual Base Salary and accrued vacation pay through the Date of Termination, (2) the Executive’s accrued Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has not been paid as of the Date of Termination, and (3) the Executive’s business expenses that have not been reimbursed by the Employer as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Employer policy (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and (ii) subject to the Executive’s compliance with Section 7 hereof and the Executive’s delivery (and non-revocation) of an executed release of claims in favor of the Employer in substantially the form attached hereto as Exhibit B (the “Release”), which Release must be delivered to the Employer not later than twenty-two (22) days after the Date of Termination, the Employer shall pay or provide to the Executive the following: (A) an amount equal to two (2) times the sum of (X) the Executive’s Annual Base Salary as of the Date of Termination and (Y) the greater of (x) the Executive’s average Annual Bonus for the two fiscal years preceding the fiscal year in which the Date of Termination occurs (or the Annual Bonus for the preceding fiscal year if the Date of Termination occurs prior to the second anniversary of the Effective Date) (the “Average Annual Bonus”), or (y) the Executive’s Target Bonus for the fiscal year in the which the Date of Termination occurs, paid in accordance with the Employer’s regular payroll schedule for twenty four (24) months following the Date of Termination, with the first payment commencing in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day after the Date of Termination; and (B) One half of the RSUs, common stock or partnership interests subject to unvested LTIP Awards that vest solely on the basis of time without regard to Board discretion shall fully vest immediately (the “LTIP Vesting”); and (C) For 18 months following such termination, the Employer shall provide the Executive and Executive’s spouse and eligible dependents with medical and dental insurance coverage no less favorable than those provided to active employees of the Employer (the “Health Care Benefit”); provided, however, that the Executive shall pay the cost of such coverage in an amount equal to the amount paid by active employees of the Employer for similar coverage; provided, further, however, that if the Executive becomes re-employed with another employer and is entitled to receive health care benefits under another employer-provided plan, the Health Care Benefits shall cease. The benefits provided pursuant to this Section 4(a)(ii) will run concurrent with coverage required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The Executive shall be solely responsible for any taxes incurred in respect of such coverage; provided, further, that the Employer may modify the continuation coverage contemplated by this Section 4(a)(ii) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Employer for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and (iii) Provided that the Executive is no longer a member of the Board, any transfer restrictions and lock-ups on the Executive’s securities of the Employer or its affiliates shall expire immediately upon the Date of Termination without Cause or for Good Reason; and (iv) To the extent not theretofore provided, the Employer shall timely provide to the Executive any other employee benefits required to be provided under any employee benefit plan of the Employer (such other benefits shall be hereinafter referred to as the “Other Benefits”). (v) If the termination described under this Section 4(a) occurs at or within twenty-four (24) months following a Change in Control (as defined in the Internalization Agreement) of the Employer, (A) the multiplier under Section 4(a)(ii)(A) shall be 3, (B) the Annual Bonus component of severance shall be the greatest of (x) the highest Annual Bonus during the two fiscal years prior to the occurrence of the Change of Control, (y) the Average Annual Bonus, or (z) the Target Annual Bonus and severance shall be paid in a single lump sum within thirty (30) days after the Date of Termination and (C) all unvested LTIP Awards shall fully vest, with performance vesting LTIP awards vesting at target performance. Notwithstanding the foregoing provisions of Section 4(a), in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the Employer) (a “Specified Employee”), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a) during the six (6) month period immediately following the Date of Termination shall instead be paid on the first business day after the date that is six (6) months following the Date of Termination (the “409A Payment Date”).

Obligations of the Employer Upon Termination. (a) By 5.1 If by the Executive for Good Reason or by the Employer Other Than for Cause, Death Cause or Disability; By the Executive for Good Reason, or Upon Expiration of the Term Following Employer Non-Renewal. Subject to Section 5, ifIf, during the Employment Post-Change Period, (x) the Employer shall terminate the Executive’s 's employment other than for Cause, death Cause or Disability, (y) or if the Executive shall terminate employment for Good Reason, or (z) upon expiration of the Term following the Employer’s issuance of a Notice of Non-Renewal under Section 1, the Employer shall immediately pay the Executive, in addition to all vested rights arising from the Executive's employment as specified in Article III, a cash amount equal to the Executive sum of the following amounts: (i) a lump sum cash payment within thirty (30) days after the Date of Termination equal a. to the aggregate of extent not previously paid, the following amounts: (1) the Executive’s accrued and unpaid Annual Guaranteed Base Salary and any accrued vacation pay through the Date Termination Date; b. the difference between (1) the product of Termination(A) the Guaranteed Bonus, multiplied by (B) a fraction, the numerator of which is the number of days in the Termination Performance Period which elapsed before the Termination Date, and the denominator of which is the total number of days in the Termination Performance Period, and (2) the Executive’s accrued Annual amount of any Guaranteed Bonus for previously paid to the fiscal year immediately preceding Executive with respect to the fiscal year in which Termination Performance Period; c. all amounts previously deferred by or an accrual to the Date of Termination occurs if such bonus has not been paid as benefit of the Date of TerminationExecutive under any nonqualified deferred compensation or pension plan, together with any accrued earnings thereon, and not yet paid by the Company or Services; d. an amount equal to the product of (1) three (3) multiplied by (2) the Executive’s business expenses that have not been reimbursed by sum of (A) the Employer as of Guaranteed Base Salary and (B) the Date of Termination that were incurred by the Executive prior Guaranteed Bonus; e. an amount equal to the Date of Termination in accordance with the applicable Employer policy (the sum of the amounts described value of the unvested portion of the Executive's accounts or accrued benefits under any qualified plan maintained by the Company or Services, as of the Termination Date; f. if the Company or Services maintains any cash-based long term incentive bonus plan or arrangement, an amount in clauses satisfaction of the Company's or Services (1as applicable) through obligation to the Executive under such plan or arrangement equal to the amount which would be payable to the Executive if (3i) shall be hereinafter referred to the Company or Services (as applicable) attained target performance over the “Accrued Obligations”); and entire performance period and (ii) subject to the Executive’s compliance with Section 7 hereof and the Executive’s delivery (and non-revocation) of an executed release of claims in favor of the Employer in substantially the form attached hereto as Exhibit B (the “Release”), which Release must be delivered to the Employer not later than twenty-two (22) days after the Date of Termination, the Employer shall pay or provide to the Executive had remained employed during the following:entire performance period; g. the difference between (A1) an amount equal to two the value (determined using the actuarial assumptions then applied by the Pension Benefit Guaranty Corporation for determining immediate annuity present values) of the Executive's accrued benefits under the Excess/Supplemental Plans (taking into account for benefit accrual purposes the Executive's entire period of service with the Company and its affiliates as reflected on the Company's Human Resources database) calculated as though the Executive (A) continued to accrue benefits under the Excess/Supplemental Plans for a period of three years after the Termination Date, and (B) received compensation during each year of such three-year period equal to the sum of the Guaranteed Base Salary and the highest Guaranteed Bonus paid (or payable) to the Executive in the three years preceding the Termination Date, and (C) if Executive has at least ten (10) years of service with the Company or is 55 years of age or older, Executive were three (3) years older than his age at the Termination Date and (2) times the sum of (X) amount actually previously paid to Executive pursuant to Section 3.4; provided however, that the Executive’s Annual Base Salary as of the Date of Termination amount computed under this paragraph shall not be reduced for early retirement, early payout and (Y) the greater of (x) the Executive’s average Annual Bonus for the two fiscal years preceding the fiscal year in which the Date of Termination occurs (or the Annual Bonus for the preceding fiscal year if the Date of Termination occurs prior to the second anniversary of the Effective Date) (the “Average Annual Bonus”), or (y) the Executive’s Target Bonus for the fiscal year in the which the Date of Termination occurs, paid in accordance with the Employer’s regular payroll schedule for twenty four (24) months following the Date of Termination, with the first payment commencing in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day after the Date of Terminationsocial security benefits; and (B) One half of the RSUs, common stock or partnership interests subject to unvested LTIP Awards that vest solely on the basis of time without regard to Board discretion shall fully vest immediately (the “LTIP Vesting”); and (C) For 18 months following such termination, the Employer shall provide the Executive and Executive’s spouse and eligible dependents with medical and dental insurance coverage no less favorable than those provided to active employees of the Employer (the “Health Care Benefit”); further provided, however, that such amount shall be paid irrespective of whether Executive is vested in any of the Excess/ Supplemental Plans; and h. pay Executive outplacement services, to a maximum of $25,000. Until the third anniversary of the Termination Date or such later date as any Plan of the Company or Services may specify, the Employer shall continue to provide to the Executive and shall pay provide to the Executive's family welfare benefits (including, without limitation, medical, prescription, dental, disability, salary continuance, individual life, group life, accidental death and travel accident insurance plans and programs), fringe benefits and other executive perquisites, which are at least as favorable as the most favorable Plans of the Company and Services applicable to Executive and other peer executives and their families as of the Termination Date, but which are in no event less favorable than the most favorable Plans of the Company and Services applicable to the Executive and other peer executives and their families during the 90-day period immediately before the Effective Date. The cost to the Executive of such welfare benefits shall not exceed the cost of such coverage in an amount equal benefits to the amount paid by active employees of Executive immediately before the Employer for similar coverage; providedTermination Date or, furtherif less, howeverthe Effective Date. Notwithstanding the foregoing, that if the Executive becomes re-employed with another employer and is entitled to receive health care benefits covered under another any medical, life, or disability insurance plan(s) provided by a subsequent employer-provided plan, then the Health Care Benefits shall cease. The benefits provided pursuant to this Section 4(a)(ii) will run concurrent with amount of coverage required to be provided under by the Consolidated Omnibus Budget Reconciliation Act of 1985Employer hereunder shall be secondary to the coverage provided by the subsequent employer's medical, as amended (“COBRA”life, or disability insurance plan(s). The Executive shall be solely responsible for any taxes incurred in respect of such coverage; provided, further, that the Employer may modify the continuation coverage contemplated by this Section 4(a)(ii) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Employer for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and (iii) Provided that the Executive is no longer a member of the Board, any transfer restrictions and lock-ups on the Executive’s securities of the Employer or its affiliates shall expire immediately upon the Date of Termination without Cause or for Good Reason; and (iv) To the extent not theretofore provided, the Employer shall timely provide to the Executive any other employee benefits required to be provided under any employee benefit plan of the Employer (such other benefits shall be hereinafter referred to as the “Other Benefits”). (v) If the termination described 's rights under this Section 4(a) occurs at or within twenty-four (24) months following a Change in Control (as defined in the Internalization Agreement) of the Employer, (A) the multiplier under Section 4(a)(ii)(A) shall be 3in addition to, (B) the Annual Bonus component of severance shall be the greatest of (x) the highest Annual Bonus during the two fiscal years prior to the occurrence of the Change of Controland not in lieu of, (y) the Average Annual Bonus, any post-termination continuation coverage or (z) the Target Annual Bonus and severance shall be paid in a single lump sum within thirty (30) days after the Date of Termination and (C) all unvested LTIP Awards shall fully vest, with performance vesting LTIP awards vesting at target performance. Notwithstanding the foregoing provisions of Section 4(a), in the event that conversion rights the Executive is a “specified employee” (within the meaning of may have pursuant to applicable law, including without limitation continuation coverage required by Section 409A 4980B of the Code and with such classification Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. 5.2 If by the Employer for "Cause." If the Employer terminates the Executive's employment for "Cause" during the Post-Change Period, this Agreement shall terminate without further obligation by the Employer to be determined the Executive, other than the obligation immediately to pay the Executive in accordance with cash the methodology established Executive's Guaranteed Base Salary through the Termination Date, plus the amount of any compensation previously deferred by the Executive, plus any accrued vacation pay, in each case to the extent not previously paid. 5.3 Post-Change Period other than for Good Reason, Disability or Death. This Agreement shall terminate without further obligations by the Employer) (a “Specified Employee”), amounts and benefits (other than the obligation immediately to pay the Executive in cash all amounts specified in clauses (a), (b) and (c) of the first sentence of Section 5.1 (such amounts collectively, the "Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a) during the six (6) month period immediately following the Date of Termination shall instead be paid on the first business day after the date that is six (6) months following the Date of Termination (the “409A Payment Date”").

Obligations of the Employer Upon Termination. 4.3.1 If the Employment Term is terminated (ai) By during the Introduction Period for any reason whatsoever by either the Employer Other Than for Causeor the Employee, Death or Disability; By (ii) as the Executive for Good Reason, or Upon Expiration result of the Term Following Employer Non-Renewal. Subject to Section 5, if, during death or disability of the Employment PeriodEmployee, (xiii) by the Employer shall terminate the Executive’s employment other than for Cause, death or Disability, (y) the Executive shall terminate employment for Good Reasoncause, or (ziv) upon expiration of by the Employee pursuant to (vii) in Section 4.1 hereof, then the Employee shall not be entitled to any compensation, Employer Benefits or other benefits provided for under this Agreement except as provided in Section 4.3.3 below. 4.3.2 If the Employment Term following is terminated after the Employer’s issuance Introduction Period by the Employee as the result of a Notice of Non-Renewal under Section 1Control Event, the Employer shall pay to the Executive Employee his salary for and with respect to the following amounts: (i) a lump sum cash payment within thirty (30) days one year period commencing on the day after the Date effective date of Termination equal termination (in the same manner and at the same times as specified in Section 3 hereof assuming the Employee remained an employee hereunder). If the Employment Term is terminated after the Introduction Period by the Employee as the result of a Status Event or pursuant to the aggregate of the following amounts: (1viii) the Executive’s accrued and unpaid Annual Base Salary and accrued vacation pay through the Date of Terminationin Section 4.1 above, (2) the Executive’s accrued Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has not been paid as of the Date of Termination, and (3) the Executive’s business expenses that have not been reimbursed or by the Employer as of the Date of Termination that were incurred by the Executive prior pursuant to the Date of Termination (ix) in accordance with the applicable Employer policy (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and (ii) subject to the Executive’s compliance with Section 7 hereof and the Executive’s delivery (and non-revocation) of an executed release of claims in favor of the Employer in substantially the form attached hereto as Exhibit B (the “Release”), which Release must be delivered to the Employer not later than twenty-two (22) days after the Date of Termination4.1 above, the Employer shall pay or provide to the Executive the following: (A) an amount equal to two (2) times the sum of (X) the Executive’s Annual Base Salary as of the Date of Termination Employee his salary for and (Y) the greater of (x) the Executive’s average Annual Bonus for the two fiscal years preceding the fiscal year in which the Date of Termination occurs (or the Annual Bonus for the preceding fiscal year if the Date of Termination occurs prior with respect to the second anniversary of the Effective Date) (the “Average Annual Bonus”), or (y) the Executive’s Target Bonus for the fiscal year in the which the Date of Termination occurs, paid in accordance with the Employer’s regular payroll schedule for twenty four (24) months following the Date of Termination, with the first payment three month period commencing in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day after the Date effective date of Termination; and termination (B) One half of the RSUs, common stock or partnership interests subject to unvested LTIP Awards that vest solely on the basis of time without regard to Board discretion shall fully vest immediately (the “LTIP Vesting”); and (C) For 18 months following such termination, the Employer shall provide the Executive and Executive’s spouse and eligible dependents with medical and dental insurance coverage no less favorable than those provided to active employees of the Employer (the “Health Care Benefit”); provided, however, that the Executive shall pay the cost of such coverage in an amount equal to the amount paid by active employees of the Employer for similar coverage; provided, further, however, that if the Executive becomes re-employed with another employer and is entitled to receive health care benefits under another employer-provided plan, the Health Care Benefits shall cease. The benefits provided pursuant to this Section 4(a)(ii) will run concurrent with coverage required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The Executive shall be solely responsible for any taxes incurred in respect of such coverage; provided, further, that the Employer may modify the continuation coverage contemplated by this Section 4(a)(ii) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Employer for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and (iii) Provided that the Executive is no longer a member of the Board, any transfer restrictions and lock-ups on the Executive’s securities of the Employer or its affiliates shall expire immediately upon the Date of Termination without Cause or for Good Reason; and (iv) To the extent not theretofore provided, the Employer shall timely provide to the Executive any other employee benefits required to be provided under any employee benefit plan of the Employer (such other benefits shall be hereinafter referred to as the “Other Benefits”). (v) If the termination described under this Section 4(a) occurs at or within twenty-four (24) months following a Change in Control (as defined in the Internalization Agreement) of same manner and at the Employer, (A) same times as specified in Section 3 hereof assuming the multiplier under Section 4(a)(ii)(A) shall be 3, (B) the Annual Bonus component of severance shall be the greatest of (x) the highest Annual Bonus during the two fiscal years prior to the occurrence of the Change of Control, (y) the Average Annual Bonus, or (z) the Target Annual Bonus and severance shall be paid in a single lump sum within thirty (30) days after the Date of Termination and (C) all unvested LTIP Awards shall fully vest, with performance vesting LTIP awards vesting at target performanceEmployee remained an employee hereunder). Notwithstanding the foregoing provisions of Section 4(a)this Sections 4.3.2, in no event shall the event that Employer have any obligation to make any payment contemplated hereby for any period following the Executive breach by the Employee of any of his obligations under Sections 6.2,7,8 or 9 hereof if the Employer or any successor employer is a “specified employee” (within continuing to conduct the meaning Business at the time of Section 409A such breach. 4.3.3 If the Employment Term is terminated at any time during the Employment Term by the Employer or the Employee, the Employer shall pay to the Employee, in addition to the amounts required by Sections 4.3.1 and 4.3.2 hereof, his salary and accrued paid time off prorated through the effective date of the Code such termination and with such classification to be determined reimbursement of his expenses theretofore incurred in accordance with Section 3.3 hereof and of his relocation expenses theretofore incurred in accordance with Section 3.5 hereof through the methodology established by the Employer) (a “Specified Employee”), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning effective date of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a) during the six (6) month period immediately following the Date of Termination shall instead be paid on the first business day after the date that is six (6) months following the Date of Termination (the “409A Payment Date”)such termination.

Obligations of the Employer Upon Termination. (a) By Upon the Employer Other Than for Cause, Death or Disability; By the Executive for Good Reason, or Upon Expiration termination of the Term Following Employer Non-Renewal. Subject to Section 5Executive's employment for any reason, if, during the Employment Period, (x) the Employer shall terminate the Executive’s employment other than for Cause, death or Disability, (y) the Executive shall terminate employment for Good Reason, or (z) upon expiration of the Term following the Employer’s issuance of a Notice of Non-Renewal under Section 1, the Employer shall pay be entitled to the Executive the following amounts: (i) a lump sum cash payment within thirty (30) days after the Date of Termination equal to the aggregate of the following amounts: (1) the Executive’s accrued and unpaid Annual Base Salary and accrued vacation pay all benefits through the Date of Termination, and to exercise then vested stock options in accordance with paragraph 5.C. above. Upon the termination of the Executive's employment other than by the Executive without Good Reason, or by the Employer with Cause, Executive shall in addition be entitled to exercise the option granted pursuant to paragraph 5.B. above, with respect to the remaining shares in the manner provided by paragraph 5.C., and to receive a lump sum payment equal to the greater of: (2i) the present value of Executive’s accrued Annual Bonus 's Base Salary for the fiscal year immediately preceding the fiscal year in which a period of time measured from the Date of Termination occurs if such bonus has not been paid to the end of the Initial Term; or (ii) the present value of two times the Executive's Base Salary as of the Date of Termination. For purposes of this Agreement, "present value" shall be determined by using the "Applicable Federal Rate" for the period corresponding with that period over which the present value is being determined. If on the Date of Termination the Employer's stock is not publicly traded, Employer shall repurchase from Executive and Executive shall sell to Employer all of the stock of Employer then owned by Executive (3) whether acquired pursuant to this Agreement or otherwise), or thereafter acquired in accordance with paragraph 5.C. above, at the Executive’s business expenses that have not been reimbursed by the Employer fair market value thereof as of the Date of Termination that were incurred as determined by independent appraisal. If the Employer and the Executive prior cannot agree upon a single appraiser to conduct the appraisal required hereby, each shall appoint an appraiser, who shall appoint a third appraiser, and the average of the three appraisals shall be deemed to be the appraisal value of the stock for purposes of this paragraph. The appraisal process shall be completed no later than three months from the Date of Termination in accordance with the applicable Employer policy (the Termination. The lump sum of the amounts described in clauses (1) through (3) payment shall be hereinafter referred to as the “Accrued Obligations”); and (ii) subject to the Executive’s compliance with Section 7 hereof and the Executive’s delivery (and non-revocation) of an executed release of claims in favor of the Employer in substantially the form attached hereto as Exhibit B (the “Release”), which Release must be delivered to the Employer not paid no later than twenty-two (22) thirty days after the Date of Termination, and the Employer shall pay or provide to the Executive the following: (A) an amount equal to two (2) times the sum of (X) purchase price for the Executive’s Annual Base Salary as of the Date of Termination and (Y) the greater of (x) the Executive’s average Annual Bonus for the two fiscal years preceding the fiscal year in which the Date of Termination occurs (or the Annual Bonus for the preceding fiscal year if the Date of Termination occurs prior to the second anniversary of the Effective Date) (the “Average Annual Bonus”), or (y) the Executive’s Target Bonus for the fiscal year in the which the Date of Termination occurs, paid in accordance with the Employer’s regular payroll schedule for twenty four (24) months following the Date of Termination, with the first payment commencing in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day after the Date of Termination; and (B) One half of the RSUs, common 's stock or partnership interests subject to unvested LTIP Awards that vest solely on the basis of time without regard to Board discretion shall fully vest immediately (the “LTIP Vesting”); and (C) For 18 months following such termination, the Employer shall provide the Executive and Executive’s spouse and eligible dependents with medical and dental insurance coverage no less favorable than those provided to active employees of the Employer (the “Health Care Benefit”); provided, however, that the Executive shall pay the cost of such coverage in an amount equal to the amount paid by active employees of the Employer for similar coverage; provided, further, however, that if the Executive becomes re-employed with another employer and is entitled to receive health care benefits under another employer-provided plan, the Health Care Benefits shall cease. The benefits provided pursuant to this Section 4(a)(ii) will run concurrent with coverage required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The Executive shall be solely responsible for any taxes incurred in respect of such coverage; provided, further, that the Employer may modify the continuation coverage contemplated by this Section 4(a)(ii) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Employer for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and (iii) Provided that the Executive is no longer a member of the Board, any transfer restrictions and lock-ups on the Executive’s securities of the Employer or its affiliates shall expire immediately upon the Date of Termination without Cause or for Good Reason; and (iv) To the extent not theretofore provided, the Employer shall timely provide to the Executive any other employee benefits required to be provided under any employee benefit plan of the Employer (such other benefits shall be hereinafter referred to as the “Other Benefits”). (v) If the termination described under this Section 4(a) occurs at or within twenty-four (24) months following a Change in Control (as defined in the Internalization Agreement) of the Employer, (A) the multiplier under Section 4(a)(ii)(A) shall be 3, (B) the Annual Bonus component of severance shall be the greatest of (x) the highest Annual Bonus during the two fiscal years prior to the occurrence of the Change of Control, (y) the Average Annual Bonus, or (z) the Target Annual Bonus and severance shall be paid in a single lump sum within no later than thirty (30) days after the Date of Termination and (C) all unvested LTIP Awards shall fully vest, with performance vesting LTIP awards vesting at target performance. Notwithstanding date the foregoing provisions of Section 4(a)appraisal is completed, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined each case in accordance with the methodology established by the Employer) (a “Specified Employee”), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a) during the six (6) month period immediately following the Date of Termination shall instead be paid on the first business day after the date that is six (6) months following the Date of Termination (the “409A Payment Date”)available United States funds.

Obligations of the Employer Upon Termination. (a) By the Employer Other Than for Cause, Death or Disability; By the Executive for Good Reason, Reason or Pursuant to Section 3(f); or Upon Expiration of the Term Following Employer Non-Renewal. Subject to Section 5, if, (i) during the Employment Period, (x) the Employer shall terminate the Executive’s employment other than for Cause, death or Disability, or (y) the Executive shall terminate employment for Good ReasonReason or without Good Reason pursuant to Section 3(f), or (zii) upon expiration of the Term expires following the Employer’s issuance of a Notice of Non-Renewal under Section 1, the Employer shall pay to the Executive the following amounts: (i) a lump sum cash payment within thirty (30) days after the Date of Termination equal to the aggregate of the following amounts: (1) the Executive’s accrued and unpaid Annual Base Salary and accrued vacation pay through the Date of Termination, (2) the Executive’s accrued Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has not been paid as of the Date of Termination, and (3) the Executive’s business expenses that have not been reimbursed by the Employer as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Employer policy (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); and (ii) subject to the Executive’s compliance with Section 7 hereof and the Executive’s delivery (and non-revocation) of an executed release of claims in favor of the Employer in substantially the form attached hereto as Exhibit B (the “Release”), which Release must be delivered to the Employer not later than twenty-two (22) days after the Date of Termination, the Employer shall pay or provide to the Executive the following: (A) an amount equal to two (2) times the sum of (X) the Executive’s Annual Base Salary as of the Date of Termination and (Y) the greater of (x) the Executive’s average Annual Bonus for the two fiscal years preceding the fiscal year in which the Date of Termination occurs (or the Annual Bonus for the preceding fiscal year if the Date of Termination occurs prior to the second anniversary of the Effective Date) (the “Average Annual Bonus”), or (y) the Executive’s Target Bonus for the fiscal year in the which the Date of Termination occurs, paid in accordance with the Employer’s regular payroll schedule for twenty four (24) months following the Date of Termination, with the first payment commencing in a single lump sum on the first payroll date occurring on or after the thirtieth (30th) day after the Date of Termination; and (B) One half of the RSUs, common stock or partnership interests subject to unvested LTIP Awards that vest solely on the basis of time without regard to Board discretion shall fully vest immediately (the “LTIP Vesting”); and (C) For 18 eighteen (18) months following such termination, the Employer shall provide the Executive and Executive’s spouse and eligible dependents with medical and dental insurance coverage no less favorable than those provided to active employees of the Employer (the “Health Care Benefit”); provided, however, that the Executive shall pay the cost of such coverage in an amount equal to the amount paid by active employees of the Employer for similar coverage; provided, further, however, that if the Executive becomes re-employed with another employer and is entitled to receive health care benefits under another employer-provided plan, the Health Care Benefits shall cease. The benefits provided pursuant to this Section 4(a)(ii) will run concurrent with coverage required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The Executive shall be solely responsible for any taxes incurred in respect of such coverage; provided, further, that the Employer may modify the continuation coverage contemplated by this Section 4(a)(ii) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Employer for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and (iii) Provided that the Executive is no longer a member of the Board, any transfer restrictions and lock-ups on the Executive’s securities of the Employer or its affiliates shall expire immediately upon the Date of Termination without Cause or for Good Reason; and (iv) To the extent not theretofore provided, the Employer shall timely provide to the Executive any other employee benefits required to be provided under any employee benefit plan of the Employer (such other benefits shall be hereinafter referred to as the “Other Benefits”). (v) If the termination described under this Section 4(a) occurs at or within twenty-four (24) months following a Change in Control (as defined in including, for the Internalization Agreement) avoidance of the Employerdoubt, a termination pursuant to Section 3(f)), (A) the multiplier under Section 4(a)(ii)(A) shall be 3, (B) the Annual Bonus component of severance shall be the greatest of (x) the highest Annual Bonus during the two fiscal years prior to the occurrence of the such Change of in Control, (y) the Average Annual Bonus, or (z) the Target Annual Bonus and severance shall be paid in a single lump sum within thirty (30) days after the Date of Termination and (C) all unvested LTIP Awards shall fully vest, with performance vesting LTIP awards vesting at target performance. Notwithstanding the foregoing provisions of Section 4(a), in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and with such classification to be determined in accordance with the methodology established by the Employer) (a “Specified Employee”), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a) during the six (6) month period immediately following the Date of Termination shall instead be paid on the first business day after the date that is six (6) months following the Date of Termination (the “409A Payment Date”).