Common use of Premature Termination Clause in Contracts

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's employment hereunder pursuant to the provisions of clauses (ii), (iii) or (iv) of this Section 5, not less than 10 days' written notice of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause (ii) of this Section 5 shall be determined by the Board of Directors in consultation with a reputable, licensed physician selected by Employer, and Employee shall cooperate in all reasonable respects to enable an examination to be made by such physician.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of clauses paragraph (ii), (iii) or (ivd) of this Section 53, not less than 10 days' written notice then notwithstanding any actual or allegedly available alternative employment or other mitigation of such termination damages by or available to the Executive, the Executive shall be given entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by the terminating party remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to the average of the two (2) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other party, which notice shall specify employment secured after termination) the basis for perquisites. plans and benefits provided under the effective Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or twenty four (24) months following such termination. The existence payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion or benefits accrued as of a disability the date of Employee pursuant to clause termination. (ii) of Payment to the Executive under this Section 5 shall be determined by the Board of Directors in consultation with a reputable, licensed physician selected by Employer, and Employee shall cooperate in all reasonable respects to enable an examination to 3(b) will be made by such physicianmonthly over twelve (12) months.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of clauses paragraph (ii), (iii) or (ivd) of this Section 53, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, (but not less than 10 days' written notice 18 months), and an annualized and proportional amount equal to the average of such termination the two (2) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be given agreed to have commenced on October 1, 1998. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the terminating party Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other partyemployment secured after termination) the perquisites, which notice shall specify plans and benefits provided under the basis for Employer's Perquisite Policy and Benefit Plans as of and after the effective date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months)or eighteen (18) months following such termination. The existence payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of a disability the date of Employee pursuant to clause termination. (ii) of Payment to the Executive under this Section 5 shall 3(b) will be determined made monthly over twelve (12) months, unless mutually agreed by the Board of Directors parties to minimize the Executives' tax burden in consultation with a reputable, licensed physician selected by Employer, and Employee shall cooperate in all reasonable respects to enable an examination to be made by such physicianany year.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal term, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivg) of this Section 54, not less than 10 days' written notice or a "for-cause" termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iie) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a "Premature Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph (c) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Board Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of Directors the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in consultation with the event of a reputabletermination governed by this subparagraph (c) of Section 4, licensed physician selected by Employer, and Employee the Executive shall cooperate be fully vested in all reasonable respects of the Executive's options and restricted shares under any Stock Plan or similar program. (iii) Any cash payments to enable an examination to the Executive under this Section 4(c) will be made monthly over twelve (12) months, unless otherwise mutually agreed by such physicianthe parties to minimize the Executives' tax burden in any year.

Premature Termination. Anything in (a) The Employer may terminate this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination Cause (as defined in Employer's Prospectus)Section 4.4 below) by delivering written notice to the Executive at least ninety (90) days prior to the effective date of such termination. In the event of such termination, then notwithstanding any mitigation of damages by the termination of Employee's employment hereunder pursuant Executive, the Employer shall pay to the provisions Executive the sum of clauses (ii)i) all salary, (iii) or (iv) of this Section 5, not less than 10 days' written notice of such termination shall be given by the terminating party expenses and other amounts accrued and payable to the other party, which notice shall specify the basis for and Executive through the effective date of such termination. The existence of a disability of Employee pursuant to clause , plus (ii) an amount equal to three (3) times the sum of (x) an amount equal to the Executive's then-current annual base salary, plus (y) the sum of the amounts of the most recent annual bonus (pursuant to Section 2.2 above) and incentive payments (under the Incentive Plan) paid by the Employer to the Executive, and plus (z) the amount of the most recent annual contributions made or credited by the Employer under all employee retirement plans for the benefit of the Executive. In addition, for a period of three (3) years following the effective date of such termination, the Employer shall continue to provide coverage for the Executive under the health, long term disability and life insurance programs maintained by the Employer; provided, however, that the continued payment of these amounts by the Employer shall not offset or diminish any compensation or benefits accrued as of the date of termination. Upon such termination, the Executive shall have no rights or obligations under this Agreement other than as provided in this Section 4 and in Sections 3 and 5 hereof. (b) The Executive may terminate this Agreement for any reason whatsoever by delivering written notice to the Employer at least ninety (90) days prior to the effective date of such termination. In the event of such termination, then the Employer shall be determined pay to the Executive the sum of (i) the pro rata portion (to the extent not previously paid) of the Executive's then-current annual base salary, expenses and other benefits that have accrued to the Executive as of the date of such termination, based on the number of days in the fiscal year prior to such termination as compared to the total number of days in such fiscal year, plus (ii) a pro rata portion of the sum of the most recent annual bonus (pursuant to Section 2.2 above) and incentive payments (under the Incentive Plan) paid by the Board Employer to the Executive, based on the number of Directors days in consultation with a reputablethe fiscal year prior to such termination as compared to the total number of days in such fiscal year, licensed physician selected by Employerplus (iii) all expenses payable to the Executive pursuant to Section 2.7 through the date of termination, and Employee plus (iv) a pro rata portion (to the extent not previously paid) of the most recent annual contributions made or credited by the Employer under all employee retirement plans for the benefit of the Executive, based on the number of days in the fiscal year prior to such termination as compared to the total number of days in such fiscal year. (c) The Employer shall cooperate pay to the Executive the amounts set forth in all reasonable respects to enable an examination to Section 4.2(a) or (b) in a lump sum within thirty (30) days after the effective date of any such termination and such payment shall not be made by reduced in the event the Executive obtains other employment following such physiciantermination.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of clauses paragraph (ii), (iii) or (ivd) of this Section 53, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, (but not less than 10 days' written notice 18 months), and an annualized and proportional amount equal to the average of such termination the two (2) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be given agreed to have commenced on October 1, 1998. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the terminating party Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other partyemployment secured after termination) the perquisites, which notice shall specify plans and benefits provided under the basis for Employer's Perquisite Policy and Benefit Plans as of and after the effective date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months)or twenty four (24) months following such termination. The existence payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of a disability the date of Employee pursuant to clause termination. (ii) of Payment to the Executive under this Section 5 shall 3(b) will be determined made monthly over twelve (12) months, unless mutually agreed by the Board of Directors parties to minimize the Executives' tax burden in consultation with a reputable, licensed physician selected by Employer, and Employee shall cooperate in all reasonable respects to enable an examination to be made by such physicianany year.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal term, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivg) of this Section 54, not less than 10 days' written notice or a “for-cause” termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iie) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a “Premature Termination Payment” equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph (c) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as “Post-Termination Perquisites and Benefits”], for the lesser of the number of full months the Executive has theretofore been employed by the Board Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of Directors the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in consultation with the event of a reputabletermination governed by this subparagraph (c) of Section 4, licensed physician selected by Employer, and Employee the Executive shall cooperate be fully vested in all reasonable respects of the Executive’s options and restricted shares under any Stock Plan or similar program. (iii) Any cash payments to enable an examination to the Executive under this Section 4(c) will be made monthly over twelve (12) months, unless otherwise mutually agreed by such physicianthe parties to minimize the Executives’ tax burden in any year.

Premature Termination. Anything in (a) The Employer may terminate this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination Cause (as defined in Employer's Prospectus)Section 4.3 below) by delivering written notice to the Executive at least sixty (60) days prior to the effective date of such termination. In the event of such termination, then notwithstanding any mitigation of damages by the termination of Employee's employment hereunder pursuant Executive, the Employer shall pay to the provisions Executive the sum of clauses (ii)i) all salary, (iii) or (iv) of this Section 5, not less than 10 days' written notice of such termination shall be given by the terminating party expenses and other amounts accrued and payable to the other party, which notice shall specify the basis for and Executive through the effective date of such termination. The existence of a disability of Employee pursuant to clause , plus (ii) an amount equal to the sum of (x) an amount equal to the Executive's then-current annual base salary, plus (y) the sum of the amounts of the most recent annual bonus (pursuant to Section 2.2 above) and incentive payments (under the Incentive Plan) paid by the Employer to the Executive, and plus (z) the amount of the most recent annual contributions made or credited by the Employer under all employee retirement plans for the benefit of the Executive. In addition, for a period of one (1) year following the effective date of such termination, the Employer shall continue to provide coverage for the Executive under the health, long term disability, and life insurance programs maintained by the Employer; provided, however, that the continued payment of these amounts by the Employer shall not offset or diminish any compensation or benefits accrued as of the date of termination. Upon such termination, the Executive shall have no rights or obligations under this Agreement other than as provided in this Section 4 and in Sections 3 and 5 hereof. (b) The Executive may terminate this Agreement for any reason whatsoever by delivering written notice to the Employer at least sixty (60) days prior to the effective date of such termination. In the event of such termination, then the Employer shall be determined pay to the Executive the sum of (i) the pro rata portion (to the extent not previously paid) of the Executive's then-current annual base salary, expenses and other benefits that have accrued to the Executive as of the date of such termination, based on the number of days in the fiscal year prior to such termination as compared to the total number of days in such fiscal year, plus (ii) a pro rata portion of the sum of the most recent annual bonus (pursuant to Section 2.2 above) and incentive payments (under the Incentive Plan) paid by the Board Employer to the Executive, based on the number of Directors days in consultation with a reputablethe fiscal year prior to such termination as compared to the total number of days in such fiscal year, licensed physician selected by Employerplus (iii) all expenses payable to the Executive pursuant to Section 2.5 through the date of termination, and Employee plus (iv) a pro rata portion (to the extent not previously paid) of the most recent annual contributions made or credited by the Employer under all employee retirement plans for the benefit of the Executive, based on the number of days in the fiscal year prior to such termination as compared to the total number of days in such fiscal year. (c) The Employer shall cooperate pay to the Executive the amounts set forth in all reasonable respects to enable an examination to Section 4.2(a) or (b) in a lump sum within thirty (30) days after the effective date of any such termination and such payment shall not be made by reduced in the event the Executive obtains other employment following such physiciantermination.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof or any renewal term, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivf) of this Section 54, not less than 10 days' written notice or a “for-cause” termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iid) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a “Termination Payment” equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this paragraph (b) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as “Post-Termination Perquisites and Benefits”], for twelve (12) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Board Employer shall not be offset against or diminish any other compensation or benefits accrued as of Directors the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in consultation with the event of a reputabletermination governed by this paragraph (b) of Section 4, licensed physician selected by Employer, and Employee the Executive shall cooperate be fully vested in all reasonable respects to enable an examination to of the Executive’s options and restricted shares under any Stock Plan or similar program. (iii) The payments provided under (w) and (x) of Section 4(b)(i) will be made by such physicianmonthly over twelve (12) months, provided that if Executive is a key employee subject to a delay of payment under Internal Revenue Code Section 409A(a)(2)((B), the aggregate amount of the first six months of payments shall be paid in a lump sum in the sixth month following termination of employment. Any cash payments under (z) of Section 4(b)(i), shall be paid to the Executive no later than two and one-half months following the close of the calendar year of the termination of employment.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than a "for-cause" termination in accordance with the provisions of clauses paragraph (ii), (iii) or (ivd) of this Section 53, not less than 10 days' written notice then notwithstanding any actual or allegedly available alternative employment or other mitigation of such termination shall damages by or available to the Executive, the Executive shall, subject to the "Age-Based Adjustments" provided and defined in Section 3(h) below, be given entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by the terminating party to lesser of the other partynumber of full months the Executive has theretofore been employed by the Employer or thirty-six (36); plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, which notice shall specify however, that if the basis Executive has been employed by the Employer for and fewer than three (3) years at the effective date of termination, then the amount set forth in (x) above shall be equal to three (3) times the average of the annual Performance Bonus the Executive has theretofore received from the Employer. For purposes of calculating the Lump Sum Payment amounts due under (w) and (x) above, the Executive's employment with the Employer shall be agreed to have commenced on July 1, 1994. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under the First Industrial Realty Trust, Inc. 1994 Stock Incentive Plan ("SIP Options"), and awards outstanding under the First Industrial Realty Trust, Inc. Deferred Income Plan ("DIP Awards"), and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such SIP Options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, together with the Cash Allowances, as well as non-exclusive secretarial assistance, office space and accouterments [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or thirty six (36) months following such termination, subject to the proviso that all of the Post-Termination Perquisites and Benefits set forth above shall in all events terminate as of the Retirement Date. The existence payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of a disability the date of Employee pursuant to clause termination. (ii) of Payment to the Executive under this Section 5 shall be determined by the Board of Directors in consultation with a reputable, licensed physician selected by Employer, and Employee shall cooperate in all reasonable respects to enable an examination to 3(b) will be made by such physicianin a lump sum.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivf) of this Section 54, not less than 10 days' written notice or a “for-cause” termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iid) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a “Termination Payment” equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, however that if the Executive has been employed by the Board Employer fewer than three (3) years, then the amount set forth in (x) above, shall be equal to three (3) times the average of Directors the annual Performance Bonuses that the Executive has theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive’s employment with the Employer shall be agreed to have commenced on July 1, 1999. In the event of a termination governed by this subparagraph (b) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in consultation no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as “Post-Termination Perquisites and Benefits”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a reputabletermination governed by this subparagraph (b) of Section 4, licensed physician selected by Employer, and Employee the Executive shall cooperate be fully vested in all reasonable respects of the Executive’s options and restricted shares under any Stock Plan or similar program. (iii) Any cash payments to enable an examination to the Executive under this Section 4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by such physicianthe parties to minimize the Executives’ tax burden in any year.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof or any renewal term, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivg) of this Section 54, not less than 10 days' written notice or a “for-cause” termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iie) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a “Termination Payment” equal to the sum of: (w) one (1) times the rate of annualized Base Salary then payable to the Executive, plus (x) one (1) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this paragraph (b) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided that such items are not available to her by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as “Post-Termination Perquisites and Benefits”], for the lesser of the number of full months the Executive has theretofore been employed by the Board Employer or twelve (12) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of Directors the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in consultation with the event of a reputabletermination governed by this paragraph (b) of Section 4, licensed physician selected by Employer, and Employee the Executive shall cooperate be fully vested in all reasonable respects of the Executive’s options and restricted shares under any Stock Plan or similar program. (iii) Any cash payments to enable an examination to the Executive under this paragraph (b) of Section 4 will be made monthly over twelve (12) months, unless otherwise mutually agreed by such physicianthe parties to minimize the Executive’s tax burden in any year.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivf) of this Section 54, not less than 10 days' written notice or a "for-cause" termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iid) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a "Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, however, that if the Executive has been employed by the Board Employer for fewer than three (3) years, then the amount set forth in (x) above, shall be equal to three (3) times the average of Directors the annual Performance Bonuses that the Executive has theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on July 1, 1999. In the event of a termination governed by this subparagraph (b) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in consultation no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a reputabletermination governed by this subparagraph (b) of Section 4, licensed physician selected by Employer, and Employee the Executive shall cooperate be fully vested in all reasonable respects of the Executive's options and restricted shares under any Stock Plan or similar program. (iii) Any cash payments to enable an examination to the Executive under this Section 4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by such physicianthe parties to minimize the Executives' tax burden in any year.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivf) of this Section 54, not less than 10 days' written notice or a “for-cause” termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iid) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a “Termination Payment” equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph (b) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as “Post-Termination Perquisites and Benefits”], for the lesser of the number of full months the Executive has theretofore been employed by the Board Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of Directors the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in consultation with the event of a reputabletermination governed by this subparagraph (b) of Section 4, licensed physician selected by Employer, and Employee the Executive shall cooperate be fully vested in all reasonable respects of the Executive’s options and restricted shares under any Stock Plan or similar program. (iii) Any cash payments to enable an examination to the Executive under this Section 4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by such physicianthe parties to minimize the Executives’ tax burden in any year.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of clauses paragraph (ii), (iii) or (ivd) of this Section 53, not less than 10 days' written notice then notwithstanding any actual or allegedly available alternative employment or other mitigation of such termination damages by or available to the Executive, the Executive shall be given entitled to a "Lump Sum Payment" equal to one-half the annualized Base Salary plus one-half most recent annual Performance Bonus that the Executive received. For purposes of calculating the Lump Sum Payment amount due, the Executive's employment with the Employer shall be agreed to have commenced on October 14, 1997. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the terminating party Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan established by Employer or its Parent or General Partner ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other partyemployment secured after termination) the perquisites, which notice shall specify plans and benefits provided under the basis for Employer's Perquisite Policy and Benefit Plans as of and after the effective date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for six (6) months following such termination. The existence payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of a disability the date of Employee pursuant to clause termination. (ii) of Payment to the Executive under this Section 5 shall be determined by the Board of Directors in consultation with a reputable, licensed physician selected by Employer, and Employee shall cooperate in all reasonable respects to enable an examination to 3(b) will be made by such physicianmonthly over six (6) months.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivf) of this Section 54, not less than 10 days' written notice or a "for-cause" termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iid) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a "Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) 3 times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, however that if the Executive has been employed by the Board Employer fewer than three (3) years, than the amount set forth in (x) above, shall be equal to three (3) times the average of Directors the annual Performance Bonuses that the Executive has theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on July 1, 1999. In the event of a termination governed by this subparagraph (b) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in consultation no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a reputabletermination governed by this subparagraph (b) of Section 4, licensed physician selected by Employer, and Employee the Executive shall cooperate be fully vested in all reasonable respects of the Executive's options and restricted shares under any Stock Plan or similar program. (iii) Any cash payments to enable an examination to the Executive under this Section 4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by such physicianthe parties to minimize the Executives' tax burden in any year.

Premature Termination. Anything in In the event that the Company terminates this Agreement contained for any reason other than a For Cause termination (as hereinafter defined), death or Disability (as hereinafter defined) in accordance with the provisions of paragraphs (d), (e) or (f), respectively, of this Section 4, and if such termination occurs prior to the contrary notwithstandingend of the thirty (30) month term, then notwithstanding any actual or allegedly available alternative business opportunities or other mitigation of damages by or available to the Consultant or any direct, consequential, actual or other damages purportedly incurred by the Consultant, the Consultant shall be entitled to fixed and liquidated damages constituting a lump sum payment ("Lump Sum Payment") equal to the greater of: the Prior Compensation (as defined and calculated in clause (i) below) or the applicable Fixed Amount (as described in clause (ii) below), as follows: (i) Employee's employment hereunder the applicable "Prior Compensation" shall terminate forthwith upon be the death of Employee; (ii) Employee's employment hereunder shall terminate, at total cash compensation earned by or otherwise owed to paid or other entitlement earned by or otherwise due to the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished Consultant by the party desiring to terminate this Agreement; Company during the twelve (iv12) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection month period immediately preceding and ending with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's employment hereunder pursuant to the provisions of clauses (ii), (iii) or (iv) of this Section 5, not less than 10 days' written notice of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination, including all Incentive Compensation described below, including all Incentive Compensation paid under Section 3(a) hereof, and also including all Incentive Compensation to be received with respect to Covered Transactions with respect to which contracts were executed prior to the date of termination, but excluding and without giving any effect to any Incentive Amount; (ii) the applicable "Fixed Amount", which shall be the amount of: (x) $1,500,000, if termination occurs prior to October 1, 1998; (y) $1,000,00, if termination occurs after October 1, 1998 and prior to October 1, 1999; or (z) $500,000, if termination occurs after October 1, 1999 and prior to October 1, 2000. The existence Only the greater of a disability of Employee pursuant to the amounts determined under clause (i) above or clause (ii) above shall be payable to the Consultant as the Lump Sum Payment, and not both. In addition to the Lump Sum Payment, the Consultant shall be entitled to Incentive Compensation in respect of any Covered Transaction, including any Covered Transaction which rises to the level of or otherwise becomes a Change in Control (as hereinafter defined), that closes within one (1) year after such termination of this Agreement and to which the Consultant would have been entitled had the Covered Transaction closed on the day prior to such termination ("Residual Transactions"). The Consultant shall not be entitled to any Incentive Amount with respect to any such Residual Transactions, except with respect to Covered Transactions with respect to which a contract was entered into prior to termination of this Agreement. The payments provided under this Section 5 shall be determined by the Board in lieu of Directors in consultation with a reputable, licensed physician selected by Employerdamages, and Employee made in exchange for a release of all claims by each of the Consultant against the Company with respect to the termination of this Agreement, but shall cooperate in all reasonable respects to enable an examination to not be made by such physicianoffset against or diminish any other Incentive Compensation accrued and payable as of the date of termination.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof or any renewal term, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivf) of this Section 54, not less than 10 days' written notice or a “for-cause” termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iid) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a “Termination Payment” equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this paragraph (b) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as “Post-Termination Perquisites and Benefits”], for twelve (12) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Board Employer shall not be offset against or diminish any other compensation or benefits accrued as of Directors the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in consultation with the event of a reputabletermination governed by this paragraph (b) of Section 4, licensed physician selected by Employer, and Employee the Executive shall cooperate be fully vested in all reasonable respects to enable an examination to of the Executive’s options and restricted shares under any Stock Plan or similar program. (iii) The cash payments under this paragraph (b) of Section 4 will be made monthly over twelve (12) months, unless otherwise mutually agreed by such physicianthe parties to minimize the Executive’s tax burden in any year.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivf) of this Section 54, not less than 10 days' written notice or a "for-cause" termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iid) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a "Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, however, that if the Executive has been employed by the Board Employer for fewer than three (3) years, then the amount set forth in (x) above, shall be equal to three (3) times the average of Directors the annual Performance Bonuses that the Executive theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on September 15, 1999. In the event of a termination governed by this subparagraph (b) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in consultation no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a reputabletermination governed by this subparagraph (b) of Section 4, licensed physician selected by Employer, and Employee the Executive shall cooperate be fully vested in all reasonable respects of the Executive's options and restricted shares under any Stock Plan or similar program. (iii) Any cash payments to enable an examination to the Executive under this Section 4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by such physicianthe parties to minimize the Executives' tax burden in any year.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivf) of this Section 54, not less than 10 days' written notice or a "for-cause" termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iid) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a "Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Bonus Salary then payable to the Executive; plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, however, that if the Executive has been employed by the Board Employer for fewer than 3 years, then the amount set forth in (x), above, shall be equal to three (3) times the average of Directors the annual Performance Bonuses that the Executive theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on July 1, 1999. In the event of a termination governed by this subparagraph (b) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in consultation no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a reputabletermination governed by this subparagraph (b) of Section 4, licensed physician selected by Employer, and Employee the Executive shall cooperate be fully vested in all reasonable respects of the Executive's options and restricted shares under any Stock Plan or similar program. (iii) Any cash payments to enable an examination to the Executive under this Section 4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by such physicianthe parties to minimize the Executives' tax burden in any year.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than expiration of the term hereof, termination upon disability in accordance with the provisions of clauses paragraph (ii), (iii) or (ivf) of this Section 54, not less than 10 days' written notice or a "for-cause" termination in accordance with the provisions of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a disability of Employee pursuant to clause paragraph (iid) of this Section 5 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be determined entitled to a "Termination Payment" equal to the sum of: (w) two (2) times the rate of annualized Base Salary then payable to the Executive, plus (x) two (2) times the average of the two (2) most recent annual Performance Bonuses that the Executive received; provided, however that if the Executive has been employed by the Board Employer for fewer than two (2) years, then the amount set forth in (x) above shall be equal to two (2) times the average of Directors the annual Performance Bonus that the Executive has theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on July 1, 1999. In the event of a termination governed by this subparagraph (b) of Section 4, the Employer shall also: (y) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in consultation with a reputable(y) being collectively referred to as "Post-Termination Perquisites and Benefits"], licensed physician selected for the lesser of the number of full months the Executive has theretofore been employed by Employerthe Employer (but not less than twelve (12) months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x) and Employee (y) above by the Employer shall cooperate in all reasonable respects not be offset against or diminish any other compensation or benefits accrued as of the date of termination. (ii) Any cash payments to enable an examination to the Executive under this Section 4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by such physicianthe parties to minimize the Executives' tax burden in any year.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of Employee's the employment hereunder pursuant to of the Executive under this Agreement by the Employer for any reason other than a "for-cause" termination in accordance with the provisions of clauses paragraph (ii), (iii) or (ivd) of this Section 53, not less than 10 days' written notice then notwithstanding any actual or allegedly available alternative employment or other mitigation of such termination shall be given damages by the terminating party or available to the Executive, the Executive shall, subject to the "Age-Based Adjustments" provided and defined in Section 3(h) below, be entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by twenty-four (24); plus (x) two (2) times the average of the two (2) most recent annual Performance Bonuses that the Executive received from the Employer. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under the First Industrial Realty Trust, Inc. 1994 Stock Incentive Plan ("SIP Options"), and awards outstanding under the First Industrial Realty Trust, Inc. Deferred Income Plan ("DIP Awards"), and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such SIP Options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other partyemployment secured after termination) the perquisites, which notice shall specify plans and benefits provided under the basis for Employer's Perquisite Policy and Benefit Plans as of and after the effective date of termination, together with the Cash Allowances, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for twenty-four (24) months following such termination, subject to the proviso that all of the Post-Termination Perquisites and Benefits set forth above shall in all events terminate as of the Retirement Date. The existence payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of a disability the date of Employee pursuant to clause termination. (ii) of Payment to the Executive under this Section 5 shall be determined by the Board of Directors in consultation with a reputable, licensed physician selected by Employer, and Employee shall cooperate in all reasonable respects to enable an examination to 3(b) will be made by such physicianin a lump sum.