Common use of Termination by Reason of Disability Clause in Contracts

Termination by Reason of Disability. In the event that Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on the Termination Date and Executive shall be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject to (1) Executive’s execution of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date: (i) On the Payment Date, Executive shall receive an amount equal to any earned and accrued but unpaid Base Salary and the Prorated Bonus. (ii) Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to the Annual Compensation Amount. (iii) The Employer shall provide the insurance coverage or make the payments described in Section 7(a)(iii) above for a period of thirty-six (36) months after the Termination Date. (iv) Any unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Partnership, other than any Annual Performance-Based Awards, shall become vested on the Termination Date. Furthermore, any vested unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options or Class O LTIP Units otherwise would have expired, or (B) the second January 1 after the Termination Date. Any Annual Performance-Based Awards shall be governed by their terms as in effect from time to time. Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(d) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In the event that Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive be paid his earned and accrued but unpaid Base Salary on the Termination Date and Executive shall be entitled to the following payments and benefits in lieu of plus any further compensation for periods subsequent to the Termination Date, subject to (1) Executive’s execution applicable pro rata portion of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date: (i) On the Payment Date, Executive shall receive an amount equal to any earned and accrued but unpaid Base Salary and the Prorated Bonus. (ii) Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to the Annual Compensation Amount. (iii) The Employer shall provide the insurance coverage or make the payments annual performance bonus described in Section 7(a)(iii3(b) above for a period of thirty-six months from the date of such termination, or for such longer period as such benefits are then provided with respect to other senior executives of the Employer. In the case of such a termination, if Executive has fully complied with Section 6(e) above, (36i) Executive shall be credited with six months after termination under any provisions governing restricted stock (or its equivalent) or options relating to the Termination Date. vesting or initial exercisability thereof, and (ivii) Any if such six months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units, LTIP Units (or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreementits equivalent) granted to Executive by that otherwise would have become vested upon the Employer or the Partnership, other than any Annual Performance-Based Awards, conclusion of such vesting period shall become vested on the Termination Datedate of Executive’s termination due to his disability, and a pro rata portion of the unvested or unexercisable stock options granted to Executive that otherwise would have become vested or exercisable upon the conclusion of such vesting period shall become vested and exercisable on the date of Executive’s termination due to such disability. Furthermore, upon such disability, any vested unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options or Class O LTIP Units otherwise would have expired, or (B) the second January 1 after the Termination Date. Any Annual Performance-Based Awards shall be governed by their terms as in effect from time date of Executive’s termination due to timehis disability. Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(d) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In the event that Executive’s employment with the Manager terminates during the Employment Period due to his disability (pursuant to, and as defined in Section 6(a)(ii) abovein, the Employment Agreement), Executive shall be entitled to receive his earned the payments and accrued but unpaid Base Salary benefits, described in this Section 6(d), subject to Executive’s execution of the Release Agreement and the effectiveness thereof on or within 30 days after the Termination Date and date on which Executive’s employment with the Manager terminates. Executive shall be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Datebenefits, subject to (1) Executive’s execution of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive thereof on or within thirty (30) 30 days after the Termination Date: (i) On the Payment Date, . Executive shall receive an amount equal to any earned and accrued but unpaid Base Salary and the Prorated Bonus. be credited with twelve (ii) Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to the Annual Compensation Amount. (iii) The Employer shall provide the insurance coverage or make the payments described in Section 7(a)(iii) above for a period of thirty-six (3612) months after the Termination Date. (iv) Any unvested shares of termination under any provisions governing restricted stock, restricted stock units, LTIP Units options or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by Gramercy relating to the Employer vesting or initial exercisability thereof; provided that any unvested or unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the Partnershiptime of grant by Gramercy, other than any Annual Performance-Based Awardsin its sole discretion, shall become fully vested and exercisable on the Termination Release Effectiveness Date. FurthermoreFor purposes of determining the effect of such twelve (12) months of credit with respect to any performance-based vesting criteria, any (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during the prior performance period and (B) if such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarter. Any then vested unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Partnership Gramercy shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options or Class O LTIP Units otherwise would have expired, or (B) the second January 1 after the Termination Date. Any Annual Performance-Based Awards Notwithstanding the foregoing, the provisions of this Section 6(d) shall not apply to LTIP Units granted pursuant to Section 3 hereof, which shall be governed by their the terms of the LTIP Unit Award Agreement entered into by Executive, Gramercy and GKK Capital LP as in effect from time to timeof the date hereof. Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 4 or as expressly provided in this Section 7(d) or Section 7(e6(d), the Employer Gramercy shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In the event that Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on the Termination Date and Executive shall be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject to (1) Executive’s execution of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date: (i) On the Payment Date, Executive shall receive an amount equal to (A) any earned and accrued but unpaid Base Salary and (B) the Prorated BonusBonus and the Prorated Time-Based Amount; provided that the Prorated Bonus shall not be paid if a Change-in-Control occurs during the Employment Period prior to the Termination Date to avoid duplication of payment with the Prorated CiC Bonus and Change-in-Control Period Compensation. (ii) Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to the sum of the Annual Compensation Amount. (iii) The Employer shall provide the insurance coverage or make the payments described in Section 7(a)(iii) above for a period of thirty-six (36) months after the Termination Date. (iv) Any unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Partnership, other than any Annual Performance-Based Awards, shall become vested on the Termination Date. Furthermore, any vested unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options or Class O LTIP Units otherwise would have expired, or (B) the second January 1 after the Termination Date. Any Annual Performance-Based Awards shall be governed by their terms as in effect from time to time. Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(d) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In the event that Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on the Termination Date and Executive shall be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Datebenefits, subject to (1) Executive’s execution of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive thereof on or within thirty (30) 30 days after the Termination Date: (i) On the Payment Datefirst regular payroll payment date for the period in which the Termination Date occurs, Executive shall receive an amount equal to from the Employer any earned and accrued but unpaid Base Salary. Executive shall also receive Base Salary (at the rate in effect on the date of his termination) for a period of twelve (12) months following the Termination Date on the same periodic payment dates as payment would have been made to Executive had Executive not been terminated; provided that no payments of continued Base Salary will be made until the first regular payroll payment date that commences 30 days after the Termination Date, provided that the Release Effectiveness Date has occurred (with the first such payment to include a catch-up payment covering amounts that would otherwise have been paid prior to such date but for the application of this provision). The Employer shall also pay Executive: (A) if the Termination Date is during 2009 or any later year, the Prorated Annual Bonus and (B) the Additional 12-Month Bonus; provided that the Prorated Annual Bonus and Additional 12-Month Bonus shall be reduced by the amount of any annual performance bonus, or advance thereof, previously paid for the periods associated with the Prorated Annual Bonus and the Additional 12-Month Bonus. In addition, if the Termination Date occurs prior to the payment of the Signing Bonus, the Employer shall also pay Executive the Signing Bonus. The Employer shall make such payments of the Prorated Annual Bonus, the Additional 12-Month Bonus and the Signing Bonus, if applicable, on the later of (x) the dates the Employer would have otherwise paid such annual performance bonuses and the Signing Bonus, if applicable, to Executive under the terms of this Agreement if Executive had remained employed by the Employer or (y) the 30th day after the Termination Date. (ii) Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to the Annual Compensation Amount. be credited with twelve (iii) The Employer shall provide the insurance coverage or make the payments described in Section 7(a)(iii) above for a period of thirty-six (3612) months after the Termination Date. (iv) Any unvested shares of termination under any provisions governing restricted stock, restricted stock units, LTIP Units options or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer relating to the vesting or initial exercisability thereof; provided that any unvested or unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the Partnershiptime of grant by the Employer, other than any Annual Performance-Based Awardsin its sole discretion, shall become fully vested and exercisable on the Termination Release Effectiveness Date. FurthermoreFor purposes of determining the effect of such twelve (12) months of credit with respect to any performance-based vesting criteria, any (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during the prior performance period and (B) if such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarter. Any then vested unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options or Class O LTIP Units otherwise would have expired, or (B) the second January 1 after the Termination Date. Any Annual Performance-Based Awards The provisions of this Section are subject to Section 7(e) below. (iii) Executive shall continue to receive from the Employer all benefits described in Section 3(d) existing on the Termination Date for a period of twelve (12) months after the Termination Date, subject to the terms and conditions upon which such benefits may be governed by their terms as in effect offered to continuing senior executives from time to time. For purposes of the application of such benefits, Executive shall be treated as if he had remained in the employ of the Employer with a Base Salary at the rate in effect on the date of termination. Notwithstanding the foregoing, (A) nothing in this Section 7(d)(iii) shall restrict the ability of the Employer to amend or terminate the plans and programs governing the benefits described in Section 3(d) from time to time in its sole discretion so long as it does so for all senior executives of the Employer, and (B) the Employer shall in no event be required to provide any benefits otherwise required by this Section 7(d)(iii) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements). Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 4 or as expressly provided in this Section 7(d) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In the event that that, during the Employment Period, Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on or before the time required by law (but in no event more than 30 days after the Termination Date Date) and Executive shall be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Datebenefits, subject to (1) Executive’s execution of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive thereof on or within thirty (30) 30 days after the Termination Date: (i) On the Payment Date, Executive shall receive an amount equal to any earned and accrued but unpaid Base Salary and installments of the Prorated BonusSigning Bonus on the first regular payroll payment date occurring more than 30 days after the Termination Date. (ii) Executive shall receive as severance payan aggregate amount equal to one times the sum of the Prior Salary plus the Prior Bonus, which amount shall be payable in a single payment twelve (12) equal monthly installments beginning on the Payment Date, an amount in cash equal to the Annual Compensation Amount. (iii) The Employer shall provide the insurance coverage or make the payments described in Section 7(a)(iii) above for a period of thirty-six (36) months first regular payroll payment date occurring more than 30 days after the Termination Date. (iii) If the Termination Date is during 2013 or any later year, the Employer shall pay Executive the Prorated Annual Bonus on the first regular payroll payment date occurring more than 30 days after the Termination Date, provided that the Prorated Annual Bonus shall be less the amount of any annual performance bonus, or advance thereof, previously paid for the period associated with the Prorated Annual Bonus. (iv) Any On the date that is 30 days after the Termination Date, (A) all unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based equity awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Partnership, (other than the Outperformance Plan award, the Restricted Stock Unit Award and any Annual Performancefuture equity award that is subject to performance-Based Awards, shall become based vesting requirements other than continued employment) that would have vested on had Executive remained as an employee of the Employer through the date that is twelve (12) months after the Termination Date. FurthermoreDate will vest, (B) in the event the Termination Date occurs prior to any vested unexercised Change-in-Control and the Restricted Stock Unit Award has not yet fully vested, a number of unvested restricted stock options or Class O LTIP Units units subject to such award equal to one-fifth of the total number of restricted stock units initially subject to such award will vest, and (C) in the event the Termination Date occurs following a Change-in-Control, the unvested equity awards granted to Executive by the Employer pursuant to the Restricted Stock Unit Award will be treated in the same manner as other equity awards pursuant to clause (A) above after giving effect to the measurement of the performance-based hurdles under the Restricted Stock Unit Award as of the Change-in-Control. Additionally, in the event that any unvested equity awards (or portion thereof) made by the Partnership Employer to Executive would, in the absence of this Agreement, terminate or be forfeited as a result of a termination of employment, then such equity awards shall remain vested and exercisable until only terminate or be forfeited upon the earlier later of (A) the date on upon which the term of it is determined that such stock options or Class O LTIP Units otherwise would have expired, equity awards will not vest pursuant to this Section 7(d)(iv) or (B) the second January 1 date otherwise provided for in such equity awards; provided that the period during which a stock option or similar equity award may be exercised shall not be extended beyond the maximum period (assuming Executive continued as an employee of the Employer) provided for in such equity award and no additional vesting shall occur solely as a result of the operation of this sentence. The Outperformance Plan award and any future equity award that is subject to performance-based vesting requirements other than continued employment will be treated in accordance with their terms. (v) If Executive was participating in the Employer's group health plan immediately prior to the Termination Date, then the Employer shall pay to Executive a monthly cash payment for a period of twelve (12) months after the Termination DateDate equal to the amount of monthly employer contribution that the Employer would have made to provide health insurance to Executive if Executive had remained employed by the Employer. Any Annual Performance-Based Awards Notwithstanding the foregoing, the Employer shall in no event be governed required to make the payments otherwise required by their terms this Section 7(d)(v) after such time as in effect Executive becomes entitled to receive health insurance benefits from time another employer or recipient of Executive’s services (such entitlement being determined without regard to timeany individual waivers or other similar arrangements). Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 4 or as expressly provided in this Section 7(d) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In the event that Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive be paid his earned and accrued but unpaid Base Salary on the Termination Date and Executive shall be entitled to the following payments and benefits in lieu of plus any further compensation for periods subsequent to the Termination Date, subject to (1) Executive’s execution applicable pro rata portion of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date: (i) On the Payment Date, Executive shall receive an amount equal to any earned and accrued but unpaid Base Salary and the Prorated Bonus. (ii) Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to the Annual Compensation Amount. (iii) The Employer shall provide the insurance coverage or make the payments annual performance bonus described in Section 7(a)(iii3(b) above for a period of thirty-six months from the date of such termination, or for such longer period as such benefits are then provided with respect to other senior executives of the Employer. In the case of such a termination, (36i) Executive shall be credited with six months after termination under any provisions governing restricted stock or options relating to the Termination Date. vesting or initial exercisability thereof, (ivii) Any if such six months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by that otherwise would have become vested upon the Employer or the Partnership, other than any Annual Performance-Based Awards, conclusion of such vesting period shall become vested on the Termination Datedate of Executive’s termination due to his disability, and a pro rata portion of the unvested or unexercisable stock options granted to Executive that otherwise would have become vested or exercisable upon the conclusion of such vesting period shall become vested and exercisable on the date of Executive’s termination due to such disability, and (iii) as applicable, Executive shall be entitled to receive the cash amount described in the last sentence of Section 3(d) with respect to the restricted shares referenced in such Section 3(d) (for the avoidance of doubt, the foregoing clauses (i), (ii) and (iii) shall not refer to grants under the Employer’s Outperformance Plan, which shall apply in accordance with its terms as in effect from time to time). Furthermore, upon such disability, any vested unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options or Class O LTIP Units otherwise would have expired, or (B) the second January 1 after the Termination Date. Any Annual Performance-Based Awards shall be governed by their terms as in effect from time date of Executive’s termination due to timehis disability. Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(d) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In the event that that, during the Employment Period, Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on or before the time required by law (but in no event more than 30 days after the Termination Date Date) and Executive shall be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Datebenefits, subject to (1) Executive’s execution of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive thereof on or within thirty (30) 30 days after the Termination Date: (i) On the Payment Date, Executive shall receive an amount equal to any earned and accrued but unpaid Base Salary and installments of the Prorated BonusSigning Bonus on the first regular payroll payment date occurring more than 30 days after the Termination Date. (ii) Executive shall receive as severance payan aggregate amount equal to one times the sum of the Prior Salary plus the Prior Bonus, which amount shall be payable in a single payment twenty-four (24) equal monthly installments beginning on the Payment Date, an amount in cash equal to the Annual Compensation Amount. (iii) The Employer shall provide the insurance coverage or make the payments described in Section 7(a)(iii) above for a period of thirty-six (36) months first regular payroll payment date occurring more than 30 days after the Termination Date. (iii) If the Termination Date is during 2013 or any later year, the Employer shall pay Executive the Prorated Annual Bonus on the first regular payroll payment date occurring more than 30 days after the Termination Date, provided that the Prorated Annual Bonus shall be less the amount of any annual performance bonus, or advance thereof, previously paid for the period associated with the Prorated Annual Bonus. (iv) Any On the date that is 30 days after the Termination Date, (A) all unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based equity awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Partnership, (other than the Outperformance Plan award, the Restricted Stock Unit Award and any Annual Performancefuture equity award that is subject to performance-Based Awards, shall become based vesting requirements other than continued employment) that would have vested on had Executive remained as an employee of the Employer through the date that is twelve (12) months after the Termination Date. FurthermoreDate will vest, (B) in the event the Termination Date occurs prior to any vested unexercised Change-in-Control and the Restricted Stock Unit Award has not yet fully vested, a number of unvested restricted stock options or Class O LTIP Units units subject to such award equal to one-fifth of the total number of restricted stock units initially subject to such award will vest, and (C) in the event the Termination Date occurs following a Change-in-Control, the unvested equity awards granted to Executive by the Employer pursuant to the Restricted Stock Unit Award will be treated in the same manner as other equity awards pursuant to clause (A) above after giving effect to the measurement of the performance-based hurdles under the Restricted Stock Unit Award as of the Change-in-Control. Additionally, in the event that any unvested equity awards (or portion thereof) made by the Partnership Employer to Executive would, in the absence of this Agreement, terminate or be forfeited as a result of a termination of employment, then such equity awards shall remain vested and exercisable until only terminate or be forfeited upon the earlier later of (A) the date on upon which the term of it is determined that such stock options or Class O LTIP Units otherwise would have expired, equity awards will not vest pursuant to this Section 7(d)(iv) or (B) the second January 1 date otherwise provided for in such equity awards; provided that the period during which a stock option or similar equity award may be exercised shall not be extended beyond the maximum period (assuming Executive continued as an employee of the Employer) provided for in such equity award and no additional vesting shall occur solely as a result of the operation of this sentence. The Outperformance Plan award and any future equity award that is subject to performance-based vesting requirements other than continued employment will be treated in accordance with their terms. (v) If Executive was participating in the Employer's group health plan immediately prior to the Termination Date, then the Employer shall pay to Executive a monthly cash payment for a period of twelve (12) months after the Termination DateDate equal to the amount of monthly employer contribution that the Employer would have made to provide health insurance to Executive if Executive had remained employed by the Employer. Any Annual Performance-Based Awards Notwithstanding the foregoing, the Employer shall in no event be governed required to make the payments otherwise required by their terms this Section 7(d)(v) after such time as in effect Executive becomes entitled to receive health insurance benefits from time another employer or recipient of Executive’s services (such entitlement being determined without regard to timeany individual waivers or other similar arrangements). Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 4 or as expressly provided in this Section 7(d) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In the event that Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on the Termination Date and Executive shall be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject to (1) Executive’s execution of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date: (i) On the Payment Date, Executive shall receive an amount equal to any earned and accrued but unpaid Base Salary and the Prorated BonusFinal Bonus Payment. (ii) Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to the sum of (A) the Current Annual Compensation AmountBase Salary and (B) the Average Annual Cash Bonus. (iii) The If Executive was participating in the Employer's group health, dental and/or vision plan immediately prior to the Termination Date, then the Employer shall provide the insurance coverage or make the payments described in Section 7(a)(iii) above pay to Executive a monthly cash payment for a period of thirty-six (36) months after the Termination DateDate equal to the amount of monthly employer contribution that the Employer would have made to provide health, dental and/or vision insurance to Executive if Executive had remained employed by the Employer. Notwithstanding the foregoing, the Employer shall in no event be required to make the payments otherwise required by this Section 7(d)(iii) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements). (iv) Any Executive shall be credited with twelve (12) months of service after termination under any provisions governing restricted stock, restricted stock units, LTIP Units, options or other equity-based awards granted to Executive by the Employer or the Partnership relating to the vesting or initial exercisability thereof and, if such twelve (12) months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Partnership, other than any Annual Performance-Based Awards, shall become vested on the Termination Date. Furthermore, any vested unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Partnership that otherwise would have become vested upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested on the Payment Date, and a pro rata portion of the unvested or unexercisable stock options granted to Executive by the Employer that otherwise would have become vested or exercisable upon the conclusion of such vesting period (assuming, if applicable, the attainment of any required performance goals) shall become vested and exercisable on the Payment Date; provided that any unvested or unexercisable restricted stock, restricted stock units, LTIP Units, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the time of grant by the Compensation Committee of the Board, in its sole discretion, and reflected in the minutes or consents of the Compensation Committee of the Board relating to the approval of such equity awards shall become fully vested and exercisable on the Payment Date. Any vested unexercised stock options granted to Executive by the Employer shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options or Class O LTIP Units otherwise would have expired, or (B) the second January 1 after the Termination Date. Any Annual For avoidance of doubt, the provisions of this Section 7(d)(iv) shall not apply to (1) Performance-Based Awards Awards, which shall be governed by their terms as in effect from time to time, and (2) stock option grants made under the Plan to the extent such options shall become fully vested and exercisable on the date of Executive’s termination due to such disability in accordance with their terms as currently in effect. Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(d) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In the event that Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive be paid his earned and accrued but unpaid Base Salary on the Termination Date and Executive shall be entitled to the following payments and benefits in lieu of plus any further compensation for periods subsequent to the Termination Date, subject to (1) Executive’s execution applicable pro rata portion of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date: (i) On the Payment Date, Executive shall receive an amount equal to any earned and accrued but unpaid Base Salary and the Prorated Bonus. (ii) Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to the Annual Compensation Amount. (iii) The Employer shall provide the insurance coverage or make the payments annual performance bonus described in Section 7(a)(iii3(b) above for a period of thirty-six months from the date of such termination, or for such longer period as such benefits are then provided with respect to other senior executives of the Employer. In the case of such a termination, (36i) Executive shall be credited with six months after termination under any provisions governing restricted stock or options relating to the Termination Date. vesting or initial exercisability thereof, except that, as to the 127,500 shares of restricted stock granted before the date hereof, such shares shall fully vest, (ivii) Any if such six months of credit would fall within a vesting period, a pro rata portion of the unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by that otherwise would have become vested upon the Employer or the Partnership, other than any Annual Performance-Based Awards, conclusion of such vesting period shall become vested on the Termination Datedate of Executive’s termination due to his disability, and a pro rata portion of the unvested or unexercisable stock options granted to Executive that otherwise would have become vested or exercisable upon the conclusion of such vesting period shall become vested and exercisable on the date of Executive’s termination due to such disability, and (iii) as applicable, Executive shall be entitled to receive the cash amount described in the last sentence of Section 3(d) with respect to the restricted shares referenced in such Section 3(d) (for the avoidance of doubt, the foregoing clauses (i), (ii) and (iii) shall not refer to grants under the Employer’s Outperformance Plan, which shall apply in accordance with its terms as in effect from time to time). Furthermore, upon such disability, any vested unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options or Class O LTIP Units otherwise would have expired, or (B) the second January 1 after the Termination Date. Any Annual Performance-Based Awards shall be governed by their terms as in effect from time date of Executive’s termination due to timehis disability. Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(d) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In The Trust may terminate this Agreement if the event that Executive’s employment terminates during , in the Employment Period due reasonable judgment of the Trust's board of trustees, is unable to perform his disability as defined duties on account of illness or physical or mental incapacity for a period of more than two (2) months in Section 6(a)(iiany twelve (12) aboveconsecutive month period. To terminate, the Trust must notify the Executive shall be entitled in writing and pay the Executive: (i) all Base Salary and Incentive Compensation to receive his the extent earned and accrued but unpaid Base Salary on through the Termination Date and date of termination, (ii) any amounts or benefits due Executive shall be entitled under SECTION 6 to the following payments and date of termination, with the exception of medical benefits in lieu which shall continue through the expiration of any further compensation for periods subsequent to the Termination Date, subject to (1) Executive’s execution of the Release this Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2iii) the effectiveness and irrevocability of the Release Agreement with respect to Executive "Adjusted Incentive Compensation." Amounts due under this paragraph shall be paid within thirty (30) business days after of termination, except for Adjusted Incentive Compensation. "Adjusted Incentive Compensation" shall mean the Termination Date: product of the Incentive Compensation that would have been paid to Executive had the Agreement not been terminated and "Employment Period" which for these purposes shall be equal to the fraction the numerator of which is the number of days that Executive was employed by the Trust pursuant to this Agreement and the denominator of which is the lesser of: (i) On the Payment Date, Executive shall receive an amount equal to any earned and accrued but unpaid Base Salary and the Prorated Bonus. 548; or (ii) the number of days from August 14, 2000 to the date of final liquidation and dissolution of the Trust. Amounts owed for Adjusted Incentive Compensation shall be paid at the time that Incentive Compensation would have been paid under SECTION 5. The Executive shall receive as severance paynot have the right to, in a single payment on and the Payment Date, an amount in cash equal to the Annual Compensation Amount. (iii) The Employer shall provide the insurance coverage or make the payments described in Section 7(a)(iii) above for a period of thirty-six (36) months after the Termination Date. (iv) Any unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Partnership, other than any Annual Performance-Based Awards, shall become vested on the Termination Date. Furthermore, any vested unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options or Class O LTIP Units otherwise would have expired, or (B) the second January 1 after the Termination Date. Any Annual Performance-Based Awards shall be governed by their terms as in effect from time to time. Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(d) or Section 7(e), the Employer Trust shall have no further obligations hereunder following such terminationobligation to pay, other compensation or reimbursement of any kind, including, without limitation, incentive or severance compensation.

Termination by Reason of Disability. In the event that Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on the Termination Date and Executive shall be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Date, subject to (1) Executive’s execution of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive within thirty (30) days after the Termination Date: (i) On the Payment Date, Executive shall receive an amount equal to (A) any earned and accrued but unpaid Base Salary and (B) the Prorated BonusBonus and the Prorated Time-Based Amount; provided that the Prorated Bonus shall not be paid if a Change-in-Control occurs during the Employment Period prior to the Termination Date to avoid duplication of payment with the Prorated CiC Bonus and Change-in-Control Period Compensation. (ii) Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to the sum of the Annual Compensation Amount. (iii) The Employer shall provide the insurance coverage or make the payments described in Section 7(a)(iii) above for a period of thirty-six (36) months after the Termination Date. (iv) Any unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Partnership, other than any Annual Performance-Based Awards, shall become vested on the Termination Date. Furthermore, any vested unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options or Class O LTIP Units otherwise would have expired, or (B) the second January 1 after the Termination Date. Any Annual Performance-Based Awards shall be governed by their terms as in effect from time to time. Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 or as expressly provided in this Section 7(d) or Section 7(e7(f), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In the event that Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on the Termination Date and Executive shall be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Datebenefits, subject to (1) Executive’s execution of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive thereof on or within thirty (30) 30 days after the Termination Date: (i) On the Payment Datefirst regular payroll payment date for the period in which the Termination Date occurs, Executive shall receive an amount equal to from the Employer any earned and accrued but unpaid Base Salary. Executive shall also receive Base Salary (at the rate in effect on the date of his termination) for a period of six (6) months following the Termination Date on the same periodic payment dates as payment would have been made to Executive had Executive not been terminated; provided that no payments of continued Base Salary will be made until the first regular payroll payment date that commences 30 days after the Termination Date, provided that the Release Effectiveness Date has occurred (with the first such payment to include a catch-up payment covering amounts that would otherwise have been paid prior to such date but for the application of this provision). The Employer shall also pay Executive: (A) the Prorated Annual Bonus and (B) the Additional 6-Month Bonus; provided that the Prorated Annual Bonus and Additional 6-Month Bonus shall be reduced by the amount of any annual performance bonus, or advance thereof, previously paid for the periods associated with the Prorated Annual Bonus and the Additional 6-Month Bonus. The Employer shall make such payments of the Prorated Annual Bonus, and the Additional 6-Month Bonus on the later of (x) the dates the Employer would have otherwise paid such annual performance bonuses to Executive under the terms of this Agreement if Executive had remained employed by the Employer or (y) the 30th day after the Termination Date. (ii) Executive shall receive as severance pay, in a single payment on the Payment Date, an amount in cash equal to the Annual Compensation Amount. be credited with twelve (iii) The Employer shall provide the insurance coverage or make the payments described in Section 7(a)(iii) above for a period of thirty-six (3612) months after the Termination Date. (iv) Any unvested shares of termination under any provisions governing restricted stock, restricted stock units, LTIP Units options or other equity-based awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer relating to the vesting or initial exercisability thereof; provided that any unvested or unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus, as determined at the Partnershiptime of grant by the Employer, other than any Annual Performance-Based Awardsin its sole discretion, shall become fully vested and exercisable on the Termination Release Effectiveness Date. FurthermoreFor purposes of determining the effect of such twelve (12) months of credit with respect to any performance-based vesting criteria, any (A) if such termination occurs less than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during the prior performance period and (B) if such termination occurs more than six months after the beginning of a performance period, then performance-based vesting shall be based on performance during such interim period through the most recently completed fiscal quarter. Any then vested unexercised stock options or Class O LTIP Units granted to Executive by the Employer or the Partnership shall remain vested and exercisable until the earlier of (A) the date on which the term of such stock options or Class O LTIP Units otherwise would have expired, or (B) the second January 1 after the Termination Date. Any Annual Performance-Based Awards The provisions of this Section are subject to Section 7(e) below. (iii) Executive shall continue to receive from the Employer all benefits described in Section 3(d) existing on the Termination Date for a period of six (6) months after the Termination Date, subject to the terms and conditions upon which such benefits may be governed by their terms as in effect offered to continuing senior executives from time to time. For purposes of the application of such benefits, Executive shall be treated as if he had remained in the employ of the Employer with a Base Salary at the rate in effect on the date of termination. Notwithstanding the foregoing, (A) nothing in this Section 7(d)(iii) shall restrict the ability of the Employer to amend or terminate the plans and programs governing the benefits described in Section 3(d) from time to time in its sole discretion so long as it does so for all senior executives of the Employer, and (B) the Employer shall in no event be required to provide any benefits otherwise required by this Section 7(d)(iii) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements). Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 4 or as expressly provided in this Section 7(d) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.

Termination by Reason of Disability. In the event that that, during the Employment Period, Executive’s employment terminates during the Employment Period due to his disability as defined in Section 6(a)(ii) above, Executive shall be entitled to receive his earned and accrued but unpaid Base Salary on or before the time required by law (but in no event more than 30 days after the Termination Date Date) and Executive shall be entitled to the following payments and benefits in lieu of any further compensation for periods subsequent to the Termination Datebenefits, subject to (1) Executive’s execution of the Release Agreement, which Release Agreement the Employer shall execute within five (5) business days after such execution by Executive, and (2) the effectiveness and irrevocability of the Release Agreement with respect to Executive thereof on or within thirty (30) 30 days after the Termination Date: (i) On the Payment Date, Executive shall receive an aggregate amount equal to any earned and accrued but unpaid Base one times the sum of the Prior Salary and plus the Prorated Prior Bonus. , which amount shall be payable in twenty-four (ii24) Executive shall receive as severance pay, in a single payment equal monthly installments beginning on the Payment Date, an amount in cash equal to the Annual Compensation Amount. (iii) The Employer shall provide the insurance coverage or make the payments described in Section 7(a)(iii) above for a period of thirty-six (36) months first regular payroll payment date occurring more than 30 days after the Termination Date. (ivii) Any The Employer shall pay Executive the Prorated Annual Bonus on the first regular payroll payment date occurring more than 30 days after the Termination Date, provided that the Prorated Annual Bonus shall be less the amount of any annual performance bonus, or advance thereof, previously paid for the period associated with the Prorated Annual Bonus. (iii) On the date that is 30 days after the Termination Date, all unvested shares of restricted stock, restricted stock units, LTIP Units or other equity-based equity awards (i.e., shares, units or other awards then still subject to restrictions under the applicable award agreement) granted to Executive by the Employer or the Partnership, (other than any Annual Performanceequity award that is subject to performance-Based Awards, shall become based vesting requirements other than continued employment) that would have vested on had Executive remained as an employee of the Employer through the date that is twelve (12) months after the Termination DateDate will vest. FurthermoreAdditionally, in the event that any vested unexercised stock options unvested equity awards (or Class O LTIP Units granted to Executive portion thereof) made by the Employer to Executive would, in the absence of this Agreement, terminate or be forfeited as a result of a termination of employment, then such equity awards shall only terminate or be forfeited upon the Partnership shall remain vested and exercisable until the earlier later of (A) the date on upon which the term of it is determined that such stock options or Class O LTIP Units otherwise would have expired, equity awards will not vest pursuant to this Section 7(d)(iv) or (B) the second January 1 date otherwise provided for in such equity awards; provided that the period during which a stock option or similar equity award may be exercised shall not be extended beyond the maximum period (assuming Executive continued as an employee of the Employer) provided for in such equity award and no additional vesting shall occur solely as a result of the operation of this sentence. Any equity award that is subject to performance-based vesting requirements other than continued employment will be treated in accordance with their terms. (iv) If Executive was participating in the Employer’s group health plan immediately prior to the Termination Date, then the Employer shall pay to Executive a monthly cash payment for a period of twelve (12) months after the Termination DateDate equal to the amount of monthly employer contribution that the Employer would have made to provide health insurance to Executive if Executive had remained employed by the Employer. Any Annual Performance-Based Awards Notwithstanding the foregoing, the Employer shall in no event be governed required to make the payments otherwise required by their terms this Section 7(d)(v) after such time as in effect Executive becomes entitled to receive health insurance benefits from time another employer or recipient of Executive’s services (such entitlement being determined without regard to timeany individual waivers or other similar arrangements). Other than as may be provided under Section 4, Section 8, Section 19 or Section 20 4 or as expressly provided in this Section 7(d) or Section 7(e), the Employer shall have no further obligations hereunder following such termination.