Common use of Right to Receive Termination Benefits Clause in Contracts

Right to Receive Termination Benefits. Executive shall be entitled to --------------------------------------- receive the Termination Benefits described in Section 4 if Executive's employment with the Company and the Related Entities terminates or is terminated as described in subsection (a), (b), (c) or (d) below: (a) Executive shall be entitled to receive the Termination Benefits if (x) during the Term of this Agreement, the Company makes a public announcement or files a report or proxy statement with the Securities and Exchange Commission in either case disclosing a transaction or series of transactions which, if completed, would constitute a Change in Control (the announcement and the filing of the report or proxy statement are each hereinafter referred to as a "Section 3 Disclosure"), and (y) Executive's employment with the Company and all Related Entities is terminated by the Company (or by the Company or a Related Entity if Executive is employed by a Related Entity) without Cause during the period beginning with the date of the Section 3 Disclosure and ending on the earlier of the date that the Board, acting in good faith, adopts a resolution stating that the transaction or series of transactions described in the Section 3 Disclosure will not be completed or the date that such transaction or series of transactions is completed. (b) Executive shall be entitled to receive the Termination Benefits if (x) during the Term of this Agreement the Company makes a Section 3 Disclosure and (y) Executive resigns from the employment of the Company and all Related Entities with Good Reason during the period beginning with the date of the Section 3 Disclosure and ending on the earlier of the date that the Board, acting in good faith, adopts a resolution stating that the transaction or series of transactions described in the Section 3 Disclosure will not be completed or the date that such transaction or series of transactions is completed. (c) Executive shall be entitled to receive the Termination Benefits if (x) a Control Change Date occurs during the Term of this Agreement and (y) within ninety (90) days before or twenty-four (24) months after the Control Change Date Executive's employment with the Company and all Related Entities is terminated by the Company (or by the Company or a Related Entity if Executive is employed by a Related Entity) without Cause. (d) Executive shall be entitled to receive the Termination Benefits if (x) a Control Change Date occurs during the Term of this Agreement and (y) within ninety (90) days before or twenty-four (24) months after the Control Change Date Executive resigns from the employ of the Company and all Related Entities with Good Reason. Executive will not be entitled to receive the Termination Benefits unless Executive's employment with the Company and all Related Entities is terminated or terminates as described in one of the foregoing subsections (a), (b), (c) or (d). By way of example and not of limitation, Executive will not be entitled to receive the Termination Benefits if his employment with the Company or one or more Related Entities ends on account of Executive's death, Disability, termination for Cause or Executive's voluntary resignation without Good Reason. In the event the Executive is not entitled to receive the Termination Benefits described herein, the Executive shall only be entitled to receive any payments, benefits, awards or compensation to which Executive is entitled or that may be available in accordance with the established employee plans, policies, programs and practices of the Company and Related Entities or pursuant to any other agreements Executive has with the Company and Related Entities.

Right to Receive Termination Benefits. Executive shall be entitled to --------------------------------------- receive the Termination Benefits described in Section 4 if Executive's employment with the Company and requirements of any of the Related Entities terminates or is terminated as described in subsection following subsections (a), (b), ) or (c) or (d) beloware satisfied: (a) Executive shall be entitled to receive the Termination Benefits if (xi) a Control Change Date occurs during the Term of this Agreement, Agreement and (ii) within twenty-four months after the Control Change Date either (x) the REIT terminates Executive's employment with the REIT without Cause or the Company makes a public announcement or files a report or proxy statement with the Securities and Exchange Commission in either case disclosing a transaction or series of transactions which, if completed, would constitute a Change in Control (the announcement and the filing of the report or proxy statement are each hereinafter referred to as a "Section 3 Disclosure"), and (y) terminates Executive's employment with the Company without Cause or (y) Executive resigns from the employment of the REIT and all Related Entities is terminated by the Company (and Executive has Good Reason to resign from the REIT or by Good Reason to resign from the Company or a Related Entity if Executive is employed by a Related Entity) without Cause during the period beginning with the date of the Section 3 Disclosure and ending on the earlier of the date that the Board, acting in good faith, adopts a resolution stating that the transaction or series of transactions described in the Section 3 Disclosure will not be completed or the date that such transaction or series of transactions is completedCompany. (b) Executive shall be entitled to receive the Termination Benefits if (xi) during the Term of this Agreement the REIT terminates Executive's employment with the REIT without Cause or the Company makes a Section 3 Disclosure terminates Executive's employment with the Company without Cause and (yii) Executive resigns from a Control Change Date occurs within nine months after Executive's termination by either the employment of the Company and all Related Entities with Good Reason during the period beginning with the date of the Section 3 Disclosure and ending on the earlier of the date that the Board, acting in good faith, adopts a resolution stating that the transaction or series of transactions described in the Section 3 Disclosure will not be completed REIT or the date that such transaction or series of transactions is completedCompany. (c) Executive shall be entitled to receive the Termination Benefits if (xi) a Control Change Date occurs during the Term of this Agreement and (y) within ninety (90) days before the REIT terminates Executive's employment with the REIT without Cause or twenty-four (24) months after the Control Change Date Company terminates Executive's employment with the Company without Cause and all Related Entities is terminated by (ii) on the date of Executive's termination the REIT or the Company (is negotiating with, or by the Company or is in discussions with, a Related Entity Person regarding a transaction that, if Executive is employed by completed, would constitute a Related Entity) without Cause. (d) Executive shall Change in Control. No amounts will be entitled to receive the Termination Benefits if (x) a Control Change Date occurs during the Term of payable under this Agreement and (y) within ninety (90) days before or twenty-four (24) months after the Control Change Date Executive resigns from the employ of the Company and all Related Entities with Good Reason. Executive will not be entitled to receive the Termination Benefits unless Executive's employment with the REIT, the Company and all Related Entities or both is terminated or terminates as described in one of the foregoing subsections (a), (b), (c) or (d). By way of example and not of limitation, Executive will not be entitled to receive the Termination Benefits if his employment with the Company or one or more Related Entities ends on account of Executive's death, Disability, termination for Cause or Executive's voluntary resignation without Good Reason. In the event the Executive is not entitled to receive the Termination Benefits described herein, the Executive shall only be entitled to receive any payments, benefits, awards or compensation to which Executive is entitled or that may be available in accordance with the established employee plans, policies, programs and practices of the Company and Related Entities or pursuant to any other agreements Executive has with the Company and Related Entitiessubsections.

Right to Receive Termination Benefits. Executive shall be entitled to --------------------------------------- ------------------------------------------ receive the Termination Benefits described in Section 4 if Executive's employment with the Company and the Related Entities terminates or is terminated as described in subsection (a), (b), (c) or (d) below: (a) Executive shall be entitled to receive the Termination Benefits if (x) during the Term of this Agreement, the Company makes a public announcement or files a report or proxy statement with the Securities and Exchange Commission in either case disclosing a transaction or series of transactions which, if completed, would constitute a Change in Control (the announcement and the filing of the report or proxy statement are each hereinafter referred to as a "Section 3 Disclosure"), and (y) Executive's employment with the Company and all Related Entities is terminated by the Company (or by the Company or a Related Entity if Executive is employed by a Related Entity) without Cause during the period beginning with the date of the Section 3 Disclosure and ending on the earlier of the date that the Board, acting in good faith, adopts a resolution stating that the transaction or series of transactions described in the Section 3 Disclosure will not be completed or the date that such transaction or series of transactions is completed. (b) Executive shall be entitled to receive the Termination Benefits if (x) during the Term of this Agreement the Company makes a Section 3 Disclosure and (y) Executive resigns from the employment of the Company and all Related Entities with Good Reason during the period beginning with the date of the Section 3 Disclosure and ending on the earlier of the date that the Board, acting in good faith, adopts a resolution stating that the transaction or series of transactions described in the Section 3 Disclosure will not be completed or the date that such transaction or series of transactions is completed. (c) Executive shall be entitled to receive the Termination Benefits if (x) a Control Change Date occurs during the Term of this Agreement and (y) within ninety (90) days before or twenty-four (24) months after the Control Change Date Executive's employment with the Company and all Related Entities is terminated by the Company (or by the Company or a Related Entity if Executive is employed by a Related Entity) without Cause. (d) Executive shall be entitled to receive the Termination Benefits if (x) a Control Change Date occurs during the Term of this Agreement and (y) within ninety (90) days before or twenty-four (24) months after the Control Change Date Executive resigns from the employ of the Company and all Related Entities with Good Reason. Executive will not be entitled to receive the Termination Benefits unless Executive's employment with the Company and all Related Entities is terminated or terminates as described in one of the foregoing subsections (a), (b), (c) or (d). By way of example and not of limitation, Executive will not be entitled to receive the Termination Benefits if his employment with the Company or one or more Related Entities ends on account of Executive's death, Disability, termination for Cause or Executive's voluntary resignation without Good Reason. In the event the Executive is not entitled to receive the Termination Benefits described herein, the Executive shall only be entitled to receive any payments, benefits, awards or compensation to which Executive is entitled or that may be available in accordance with the established employee plans, policies, programs and practices of the Company and Related Entities or pursuant to any other agreements Executive has with the Company and Related Entities.

Right to Receive Termination Benefits. Executive shall be entitled to --------------------------------------- ---------------- receive the Termination Benefits described in Section 4 if Executive's employment with the Company and the Related Entities terminates or is terminated as described in subsection (a), (b), (c) or (d) below: (a) Executive shall be entitled to receive the Termination Benefits if (x) during the Term of this Agreement, the Company makes a public announcement or files a report or proxy statement with the Securities and Exchange Commission in either case disclosing a transaction or series of transactions which, if completed, would constitute a Change in Control (the announcement and the filing of the report or proxy statement are each hereinafter referred to as a "Section 3 Disclosure"), and (y) Executive's employment with the Company and all Related Entities is terminated by the Company (or by the Company or a Related Entity if Executive is employed by a Related Entity) without Cause during the period beginning with the date of the Section 3 Disclosure and ending on the earlier of the date that the Board, acting in good faith, adopts a resolution stating that the transaction or series of transactions described in the Section 3 Disclosure will not be completed or the date that such transaction or series of transactions is completed. (b) Executive shall be entitled to receive the Termination Benefits if (x) during the Term of this Agreement the Company makes a Section 3 Disclosure and (y) Executive resigns from the employment of the Company and all Related Entities with Good Reason during the period beginning with the date of the Section 3 Disclosure and ending on the earlier of the date that the Board, acting in good faith, adopts a resolution stating that the transaction or series of transactions described in the Section 3 Disclosure will not be completed or the date that such transaction or series of transactions is completed. (c) Executive shall be entitled to receive the Termination Benefits if (x) a Control Change Date occurs during the Term of this Agreement and (y) within ninety (90) days before or twenty-four (24) months after the Control Change Date Executive's employment with the Company and all Related Entities is terminated by the Company (or by the Company or a Related Entity if Executive is employed by a Related Entity) without Cause. (d) Executive shall be entitled to receive the Termination Benefits if (x) a Control Change Date occurs during the Term of this Agreement and (y) within ninety (90) days before or twenty-four (24) months after the Control Change Date Executive resigns from the employ of the Company and all Related Entities with Good Reason. Executive will not be entitled to receive the Termination Benefits unless Executive's employment with the Company and all Related Entities is terminated or terminates as described in one of the foregoing subsections (a), (b), (c) or (d). By way of example and not of limitation, Executive will not be entitled to receive the Termination Benefits if his employment with the Company or one or more Related Entities ends on account of Executive's death, Disability, termination for Cause or Executive's voluntary resignation without Good Reason. In the event the Executive is not entitled to receive the Termination Benefits described herein, the Executive shall only be entitled to receive any payments, benefits, awards or compensation to which Executive is entitled or that may be available in accordance with the established employee plans, policies, programs and practices of the Company and Related Entities or pursuant to any other agreements Executive has with the Company and Related Entities.