Common use of Termination by the Company Without Cause or by Executive for Good Reason Clause in Contracts

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good Reason, Executive shall be entitled to receive the following: (i) The Accrued Benefits, pursuant to Section 5(i) below; and (ii) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate If Executive’s employment at any time without is terminated by the Company other than for Cause (or by the Executive for Good Reason, then Executive shall be entitled to: 1. the Accrued Benefits payable as provided in Section 75(a) upon not less than sixty hereof; 2. an amount in cash equal to one (601) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (year of Base Salary as provided in Section 7) upon not less than sixty (60) days’ prior written notice effect on the date of such resignation to termination, payable in equal monthly installments during the Company. Upon any such termination one-year period following the date of Executive’s employment without Cause or for Good Reasontermination, commencing on the 60th day following the date of termination, provided that Executive shall be entitled to receive the following: (i) The Accrued Benefits, pursuant to Section 5(i) below; and (ii) if Executive signs has executed a general release of claims in favor of a form satisfactory to the Company in substantially (the same form as attached hereto as Exhibit A“Release”) and the Release has become irrevocable within 60 days following the date of termination, and subject provided further that the first such payment shall consist of all amounts payable to the expiration of any applicable or legally required revocation period, all within sixty (60Executive pursuant to this Section 5(b)(2) days after between the effective date of termination (and the “60th day following the date of termination; 3. in the event such termination occurs other than within the 12 month period following a Change of Control, the RSUs held by Executive that would have become vested on the next scheduled vesting date pursuant to the terms applicable to each individual grant of such RSUs shall immediately vest and the shares underlying such RSUs shall be delivered on the 60th day following the date of termination, provided that Executive executes the Release Requirement”):and the Release becomes irrevocable within 60 days following the date of termination; and (1) 4. in the Company event such termination occurs within the 12 month period following a Change of Control, all RSUs then held by Executive shall pay immediately vest and the shares underlying such RSUs shall be delivered on the 60th day following the date of termination, provided that Executive a cash amount (executes the “Severance Amount”) equal Release and the Release becomes irrevocable within 60 days following the date of termination. Notwithstanding anything herein to two (2) (the “Severance Multiple”) times the sum of contrary, if (A) his then-current Base Salary Executive breaches any of the restrictive covenants set forth in Section 6 hereof and (B) the average Company provides Executive with written notice of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of terminationbreach, the Company shall not be required to pay any amount pursuant to Section 5(b)(2) and the Company shall have the right to require Executive an amount equal to Executive’s Target Bonus for the then-current calendar year (and any heir, representative, successor or assign of Executive’s employment (annualized, ) to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely repay any amount previously paid to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests Executive pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation periodSection 5(b)(2).

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator terminate Executive’s employment hereunder without Cause, and Executive shall be permitted to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning hereunder for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to hereinafter defined). If the Company. Upon any such termination of Company terminates Executive’s employment hereunder without Cause Cause, other than due to death or Disability, or if Executive effects a termination for Good Reason, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4. (a) If Executive’s employment hereunder is terminated by the Company without Cause, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to each of the following: (i) The Executive’s Accrued Benefits, pursuant to Section 5(i) below; andEmployment Entitlements; (ii) if Executive signs a general release of claims two times Executive’s annual Base Salary in favor effect as of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive such termination, payable in accordance with Section 3(bthe Company’s normal payroll practices for a period of twenty-four (24) hereof for the two years preceding the months following any such termination; provided, however, that if Executive is, as of the date of such termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any amount that is (1) not treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), will not be paid before the date that is six (6) months after such date of termination, or if earlier, the date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spouse does not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or within the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to two times the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of twenty-four (24) months following any such termination. (iii) an amount equal to the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the amount paid for a termination by the Company without Cause shall be paid no earlier than January 1 of the next year; and (iv) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period of twenty-four months from the termination date. Following the expiration of such period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law. (b) If Executive’s employment hereunder is terminated by the Executive for Good Reason, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to the benefits provided in Section 5.4(a), except the severance benefit specified in Section 5.4(a)(ii) (the “Regular Severance Benefit”) shall be payable in a lump sum (the “Permitted Lump Sum Benefit”) to the extent it is (1) treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or (2) does not exceed the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), as described in Section 5.4(a)(ii). The Permitted Lump Sum Benefit shall be payable within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the Permitted Lump Sum Benefit paid for a termination by Executive for Good Reason shall be paid no earlier than January 1 of the next year and any remaining amount shall be payable in installments in accordance with the Regular Severance Benefit provisions of Section 5.4(a)(ii). (c) Any outstanding stock options granted to Executive shall be vested and/or exercisable for the period through the date of such termination of employment, and shall remain exercisable, in accordance with the terms contained in the plan and the agreement pursuant to which such option awards were granted. Any outstanding Equity Award (other than stock options) with time based vesting provisions granted to Executive shall be vested on a prorata basis based on the percentage determined by dividing (i) the number of days from and including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date of such Equity Award to the full vesting date of such Equity Awards. Any Equity Awards with performance based vesting provisions shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement on a prorata basis based upon the percentage determined by dividing (i) the number of days from and including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date to the end of the applicable performance period without regard to any continued employment requirement. (d) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period5.4.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good Reason, Executive shall be entitled to receive the following: (i) The Accrued Benefits, pursuant to Section 5(i) below; and (ii) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two three (23) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period.

Termination by the Company Without Cause or by Executive for Good Reason. The Company (1) This Agreement may cause be terminated: (i) by the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7defined below) upon not less than sixty and (60ii) days’ prior written notice of such resignation to by the Company. Upon any such termination of Executive’s employment Company without Cause or Cause. (2) In the event this Agreement is terminated by the Executive for Good ReasonReason or by the Company without Cause, the Executive shall be entitled to receive the following: (iA) The Accrued Benefits, pursuant any accrued but unpaid Base Salary for services rendered to Section 5(i) below; andthe date of termination; (iiB) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, and subject any accrued but unpaid expenses required to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):be reimbursed under this Agreement; (1C) the Company shall pay Executive Annual Bonus Payout, if applicable; (D) a cash payment equal to severance amount indicated on the Schedule (the “Severance Amount”); and (E) equal any benefits (except perquisites) to two (2which the Executive was entitled pursuant to Section 5(b) (hereof shall continue to be paid or provided by the Company, as the case may be, for the Benefits Continuation Period indicated on the Schedule, subject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A by reason of Treasury Regulation Section 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to Section 409A, the Executive shall not be entitled to the benefits that are subject to Section 409A subsequent to the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus applicable 2 ½ month period” (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in such term is defined under Treasury Regulation Section 5(d)(ii)(1)(B1.409A-1(b)(4)(i)(A), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment;. (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (includingIn the event of a termination for Good Reason or without Cause, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as payment of the effective date of Executive’s termination and (y) that are subject Severance Amount shall be made at the same times as the Company pays compensation to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent its employees over the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); providedmonthly period and any other payments owed under Section 6(c) shall be promptly paid. Provided, however, that any performance-based award that vests pursuant to clause balance of the Severance Amount remaining due on the “applicable 2 ½ month period” (yas such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)) will after the end of the tax year in which the Executive’s employment is terminated or the Term ends shall be pro-rated for paid on the actual number last day of days the applicable 2½ month period. The payment of the Severance Amount and the acceleration of vesting shall be conditioned on the Executive signing an Agreement and General Release (in the applicable vesting period preceding form attached hereto as Exhibit B, with such revisions as counsel to the effective date Company deems necessary) which releases the Company or any of its affiliates (including its officers, directors and their affiliates) from any liability under this Agreement or related to the Executive’s employment with the Company provided that (x) the payment of the Severance Amount is made on or before the 90th day following the Executive’s termination of employment; and (4y) if such Agreement and General Release is executed by the Executive, submitted to the Company, and the statutory period during which the Executive is entitled to elect continuation of coverage revoke the Agreement and General Release under any Company group health plan pursuant to applicable lawlaw has expired on or before that 90th day; and (z) in the event that the 90 day period begins in one taxable year and ends in a second taxable year, then the REIT Operator will reimburse Executive for 100% payment of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during Severance Amount shall be made in the duration of Executive’s COBRA continuation periodsecond taxable year.

Termination by the Company Without Cause or by Executive for Good Reason. The If Executive's employment is terminated by (i) the Company may cause the REIT Operator to terminate Executive’s employment at any time without Cause Cause, or (as provided in Section 7ii) upon not less than sixty (60) days’ prior written notice to Executive, and by Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for "Good Reason, ," Executive shall will be entitled to receive the following: (i) The Accrued Benefits, pursuant to Section 5(i) below; and (ii) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and Accrued Obligations, (B) a cash severance payment equal to fifty percent (50%) of Executive's Annual Base Salary, payable in regular installments in accordance with the average Company's general payroll practices (in effect from time to time) beginning on the first pay date following the date of termination and ending on the sixth monthly anniversary date of the Annual Bonuses paid first pay date, (C) addition of the cost of Company-provided health insurance to Executive each severance payment made in accordance with Section 3(b4(e)(B) hereof above, and (D) the bonus described in Section 3(a)(ii) above for the two years preceding calendar year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination; provided, however, if Executive’s termination pursuant to ). Any such bonus amount payable under this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”4(e) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that at such time as such amount would have been made during such sixty (60) day period if payments payable had commenced on Executive's employment not been terminated. In addition to the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of terminationforegoing, the Company shall pay Executive an amount equal provide to Executive’s Target Bonus , for a period of up to six (6) months following the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (employment with the Company, outplacement services, including, but not limited to: instruction and counseling to each Annual LTIP Award assess and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and initiation of a job search; secretarial support, and the Initial Commitment Awarduse of private offices at the outplacement firm's premises. Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500). As a condition to the Company's obligations to make the payments described in this Section 4(e), the Company and Executive will become fully vested as of the effective date of Executive’s termination execute and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of deliver within 30 days after the date of termination (without regard of employment a general mutual release in the form reasonably required by the Company. Notwithstanding anything in this Agreement to the original length of contrary, the performance period); provided, however, that Company will have no obligation to pay any performance-based award that vests pursuant to clause (yamounts payable under this Section 4(e) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if during such times as Executive is entitled to elect continuation in breach of coverage under any Company group health plan pursuant to applicable lawSections 5, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period6, or 7 hereof.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate If Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment is terminated by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the following: (i) The as soon as practicable following such termination, the Company shall pay to Executive: (A) his accrued, but unpaid Base Salary earned through the Date of Termination, his accrued, but unpaid Bonus earned for the year immediately prior to the year in which the Date of Termination occurs and any accrued, but unused vacation pay through the Date of Termination (the “Accrued BenefitsObligations”); (B) the target Bonus Executive would have earned for the year of termination assuming targets had been achieved, pursuant to Section 5(i) belowpro-rated based on the number of days Executive was employed by the Company during the year over the number of days in such year (the “Pro-Rated Bonus”); and (ii) commencing on the Severance Payment Date (as defined below) and provided Executive does not breach Section 9 of this Agreement following his termination in which case all payments under this clause (ii) shall cease, the Company shall continue to pay Executive the sum of his annual rate of Base Salary and target Bonus (assuming targets had been achieved) in twelve (12) equal monthly installments. For purposes of this Agreement, the “Severance Payment Date” shall mean (i) if the Board (or its delegate) determines in its discretion that Executive signs is a general release of claims “specified employee” (as defined in favor Section 409A(a)(2)(B)(i) of the Company in substantially United States Internal Revenue Code of 1986, as amended (the same form “Code”)) as attached hereto as Exhibit A, and subject to of the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average that Section 409A of the Annual Bonuses paid Code applies with respect to a payment to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during 8(a), the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu six-month anniversary of the average described in Section 5(d)(ii)(1)(B), date of termination or (IIii) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 Board (or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described its delegate) determines in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments its discretion that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied a specified employee as of the date of termination (without regard to the original length or that Section 409A of the performance period); provided, however, that any performance-based award that vests Code does not apply with respect to a payment to Executive pursuant to clause (y) will be pro-rated for this Section 8(a)), the actual number of days first day following the applicable revocation period set forth in the applicable vesting period preceding release contemplated in this Section 8; and (iii) the effective date of Executive’s Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; and (4iv) if Executive is shall be entitled to elect continuation any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of coverage under any Company group health plan pursuant to applicable lawagreements, the REIT Operator will reimburse Executive for 100% plans or programs of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation periodCompany.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate If Executive’s employment at any time without Cause hereunder and the Term are terminated pursuant to Sections 4(a)(ii) or (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good Reasonv), Executive shall be entitled to receive the following: (iA) The payment of Accrued Benefits, pursuant to Section 5(iObligations; (B) belowa lump sum payment of any amounts remaining under this Employment Agreement; and (iiC) if Executive signs subject to Executive’s election of and qualification for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for a general release period of claims twelve (12) consecutive months following termination of employment, premium costs for COBRA insurance benefits in favor of the monthly amount the Company was paying toward Executive’s Company-provided group health plan insurance coverage immediately prior to Executive’s cessation of employment. The amounts described in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and clauses (B) the average and (C) of the Annual Bonuses this Section 4(e)(ii) will commence to be paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of termination, provided that Executive (or, in the event of Executive’s death, Executive’s estate) has executed and delivered to the Company not later than forty-five (45) days following the date of termination an irrevocable general waiver and release of claims in the form provided by the Company to Executive (or, in the event of Executive’s death, Executive’s estate) after Executive’s termination (with the first payment “General Release”) and the latest date on which the General Release is subject to include revocation has expired. The Accrued Obligations shall be paid no later than as required by law or within twenty (20) days following the date of termination, whichever occurs earlier. As to any installment payments amount described in clause (B) of this Section 4(e)(ii) that would have been made during such constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), if the sixty (60) day period if begins in one calendar year and ends in a second (2nd) calendar year, payment shall always be paid in the second (2nd) calendar year. All payments had commenced on the effective date of Executive’s termination); amounts described in clauses (2B) within sixty and (60C) days following the effective date of termination, the Company shall pay Executive an amount equal this Section 4(e)(ii) are subject to Executive’s Target Bonus for continued compliance with the then-current calendar year provisions of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation periodSections 5 or 21 hereof.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator terminate Executive’s employment hereunder without Cause, and Executive shall be permitted to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning hereunder for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to hereinafter defined). If the Company. Upon any such termination of Company terminates Executive’s employment hereunder without Cause Cause, other than due to death or Disability, or if Executive effects a termination for Good Reason, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4. (a) If Executive’s employment hereunder is terminated by the Company without Cause, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to each of the following: (i) The Executive’s Accrued Benefits, pursuant to Section 5(i) below; andEmployment Entitlements; (ii) if Executive signs a general release of claims Executive’s annual Base Salary in favor effect as of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive such termination, payable in accordance with Section 3(bthe Company’s normal payroll practices for a period of twelve (12) hereof for the two years preceding the months following any such termination; provided, however, that if Executive is, as of the date of such termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any amount that is (1) not treated as a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), will not be paid before the date that is six months after such date of termination, or if earlier, the date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spouse does not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), or within the separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of twelve (12) months following any such termination; (iii) an amount equal to the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals) , payable in a lump sum within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the amount paid for a termination by the Company without Cause shall be paid no earlier than January 1 of the next year; and (iv) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs on the same terms as other actively employed executives for a period of twelve (12) months from the termination date. Following the expiration of such twelve-month period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law. (b) If Executive’s employment hereunder is terminated by the Executive for Good Reason, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to the benefits provided in Section 5.4(a), except the severance benefit specified in Section 5.4(a)(ii) (the “Regular Severance Benefit”) shall be payable in a lump sum (the “Permitted Lump Sum Benefit”) to the extent it is (1) treated as a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), or (2) does not exceed the separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), as described in Section 5.4(a)(ii). The Permitted Lump Sum Benefit shall be payable within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the Permitted Lump Sum Benefit paid for a termination by Executive for Good Reason shall be paid no earlier than January 1 of the next year and any remaining amount shall be payable in installments in accordance with the Regular Severance Benefit provisions of Section 5.4(a)(ii). (c) Any outstanding stock options granted to Executive shall be vested and/or exercisable for the period through the date of such termination of employment, and shall remain exercisable, in accordance with the terms contained in the plan and the agreement pursuant to which such option awards were granted. (d) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period5.4.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator terminate Executive’s employment hereunder without Cause, and Executive shall be permitted to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning hereunder for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to hereinafter defined). If the Company. Upon any such termination of Company terminates Executive’s employment hereunder without Cause Cause, other than due to death or Disability, or if Executive effects a termination for Good Reason, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4. (a) If Executive’s employment hereunder is terminated by the Company without Cause, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to each of the following: (i) The Executive’s Accrued Benefits, pursuant to Section 5(i) below; andEmployment Entitlements; (ii) if Executive signs a general release of claims Two times Executive’s annual Base Salary in favor effect as of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive such termination, payable in accordance with Section 3(bthe Company’s normal payroll practices for a period of twenty-four (24) hereof for the two years preceding the months following any such termination; provided, however, that if Executive is, as of the date of such termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any amount that is (1) not treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), will not be paid before the date that is six (6) months after such date of termination, or if earlier, the date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spouse does not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or within the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to two times the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of twenty-four (24) months following any such termination. (iii) an amount equal to the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the amount paid for a termination by the Company without Cause shall be paid no earlier than January 1 of the next year; and (iv) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period of twenty-four months from the termination date. Following the expiration of such period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law. (b) If Executive’s employment hereunder is terminated by the Executive for Good Reason, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to the benefits provided in Section 5.4(a), except the severance benefit specified in Section 5.4(a)(ii) (the “Regular Severance Benefit”) shall be payable in a lump sum (the “Permitted Lump Sum Benefit”) to the extent it is (1) treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or (2) does not exceed the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), as described in Section 5.4(a)(ii). The Permitted Lump Sum Benefit shall be payable within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the Permitted Lump Sum Benefit paid for a termination by Executive for Good Reason shall be paid no earlier than January 1 of the next year and any remaining amount shall be payable in installments in accordance with the Regular Severance Benefit provisions of Section 5.4(a)(ii). (c) Any outstanding stock options granted to Executive shall be vested and/or exercisable for the period through the date of such termination of employment, and shall remain exercisable, in accordance with the terms contained in the plan and the agreement pursuant to which such option awards were granted. Any outstanding Equity Award (other than stock options) with time based vesting provisions granted to Executive shall be vested on a prorata basis based on the percentage determined by dividing (i) the number of days from and including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date of such Equity Award to the full vesting date of such Equity Awards. Any Equity Awards with performance based vesting provisions shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement on a prorata basis based upon the percentage determined by dividing (i) the number of days from and including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date to the end of the applicable performance period without regard to any continued employment requirement. (d) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period5.4.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator terminate Executive’s employment hereunder without Cause, and Executive shall be permitted to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning hereunder for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to hereinafter defined). If the Company. Upon any such termination of Company terminates Executive’s employment hereunder without Cause Cause, other than due to death or Disability, or if Executive effects a termination for Good Reason, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4. (a) If Executive’s employment hereunder is terminated by the Company without Cause, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to each of the following: (i) The Executive’s Accrued Benefits, pursuant to Section 5(i) below; andEmployment Entitlements; (ii) if Executive signs a general release of claims two times Executive’s annual Base Salary in favor effect as of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive such termination, payable in accordance with Section 3(bthe Company’s normal payroll practices for a period of twenty-four (24) hereof for the two years preceding the months following any such termination; provided, however, that if Executive is, as of the date of such termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any amount that is (1) not treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (a) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), will not be paid before the date that is six (6) months after such date of termination, or if earlier, the date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 days of Executive’s death to her surviving spouse (or to her estate if Executive’s spouse does not survive her). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or within the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to two times the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of twenty-four (24) months following any such termination. (iii) an amount equal to the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the amount paid for a termination by the Company without Cause shall be paid no earlier than January 1 of the next year; and (iv) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s group health insurance programs on the same terms as similarly situated active employees for a period of twenty-four months from the termination date. Following the expiration of such period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such group health insurance programs by the Company or as are required to be provided in accordance with applicable law. (b) If Executive’s employment hereunder is terminated by the Executive for Good Reason, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to the benefits provided in Section 5.4(a), except the severance benefit specified in Section 5.4(a)(ii) (the “Regular Severance Benefit”) shall be payable in a lump sum (the “Permitted Lump Sum Benefit”) to the extent it is (1) treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or (2) does not exceed the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (a) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), as described in Section 5.4(a)(ii). The Permitted Lump Sum Benefit shall be payable within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the Permitted Lump Sum Benefit paid for a termination by Executive for Good Reason shall be paid no earlier than January 1 of the next year and any remaining amount shall be payable in installments in accordance with the Regular Severance Benefit provisions of Section 5.4(a)(ii). (c) Any outstanding stock options granted to Executive shall be vested and/or exercisable for the period through the date of such termination of employment, and shall remain exercisable, in accordance with the terms contained in the plan and the agreement pursuant to which such option awards were granted. Any outstanding Equity Award (other than stock options) with time based vesting provisions granted to Executive shall be vested on a prorata basis based on the percentage determined by dividing (i) the number of days from and including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date of such Equity Award to the full vesting date of such Equity Awards. Any Equity Awards with performance based vesting provisions shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement on a prorata basis based upon the percentage determined by dividing (i) the number of days from and including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date to the end of the applicable performance period without regard to any continued employment requirement. (d) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period5.4.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator terminate Executive’s employment hereunder without Cause, and Executive shall be permitted to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning hereunder for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to hereinafter defined). If the Company. Upon any such termination of Company terminates Executive’s employment hereunder without Cause Cause, other than due to death or Disability, or if Executive effects a termination for Good Reason, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4. (a) If Executive’s employment hereunder is terminated by the Company without Cause, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to each of the following: (i) The Executive’s Accrued Benefits, pursuant to Section 5(i) below; andEmployment Entitlements; (ii) if Executive signs a general release of claims two times Executive’s annual Base Salary in favor effect as of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive such termination, payable in accordance with Section 3(bthe Company’s normal payroll practices for a period of twenty-four (24) hereof for the two years preceding the months following any such termination; provided, however, that if Executive is, as of the date of such termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any amount that is (1) not treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (a) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), will not be paid before the date that is six (6) months after such date of termination, or if earlier, the date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spouse does not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or within the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to two times the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of twenty-four (24) months following any such termination. (iii) an amount equal to the Annual Bonus target for Executive for any fiscal year in which such termination occurs (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the amount paid for a termination by the Company without Cause shall be paid no earlier than January 1 of the next year; and (iv) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s group health insurance programs on the same terms as similarly situated active employees for a period of twenty-four months from the termination date. Following the expiration of such period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such insurance programs by the Company or as are required to be provided in accordance with applicable law. (b) If Executive’s employment hereunder is terminated by the Executive for Good Reason, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to the benefits provided in Section 5.4(a), except the severance benefit specified in Section 5.4(a)(ii) (the “Regular Severance Benefit”) shall be payable in a lump sum (the “Permitted Lump Sum Benefit”) to the extent it is (1) treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or (2) does not exceed the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (a) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), as described in Section 5.4(a)(ii). The Permitted Lump Sum Benefit shall be payable within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the Permitted Lump Sum Benefit paid for a termination by Executive for Good Reason shall be paid no earlier than January 1 of the next year and any remaining amount shall be payable in installments in accordance with the Regular Severance Benefit provisions of Section 5.4(a)(ii). (c) Any outstanding stock options granted to Executive shall be vested and/or exercisable for the period through the date of such termination of employment, and shall remain exercisable, in accordance with the terms contained in the plan and the agreement pursuant to which such option awards were granted. Any outstanding Equity Award (other than stock options) with time based vesting provisions granted to Executive shall be vested on a prorata basis based on the percentage determined by dividing (i) the number of days from and including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date of such Equity Award to the full vesting date of such Equity Awards. Any Equity Awards with performance based vesting provisions shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement on a prorata basis based upon the percentage determined by dividing (i) the number of days from and including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date to the end of the applicable performance period without regard to any continued employment requirement. (d) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period5.4.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator terminate Executive’s employment hereunder without Cause, and Executive shall be permitted to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning hereunder for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to hereinafter defined). If the Company. Upon any such termination of Company terminates Executive’s employment hereunder without Cause Cause, other than due to death or Disability, or if Executive effects a termination for Good Reason, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4. (a) If Executive’s employment hereunder is terminated by the Company without Cause, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to each of the following: (i) The Executive’s Accrued Benefits, pursuant to Section 5(i) below; andEmployment Entitlements; (ii) if Executive signs a general release of claims Executive’s annual Base Salary in favor effect as of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive such termination, payable in accordance with Section 3(bthe Company’s normal payroll practices for a period equal to the longer of (i) hereof for the two years preceding balance of the Term or (ii) twelve (12) months following any such termination; provided, however, that if Executive is, as of the date of such termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any amount that is (1) not treated as a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), will not be paid before the date that is six months after such date of termination, or if earlier, the date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spouse does not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), or within the separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of twelve (12) months following any such termination; (iii) an amount equal to the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals) , payable in a lump sum within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the amount paid for a termination by the Company without Cause shall be paid no earlier than January 1 of the next year; and (iv) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs on the same terms as other actively employed executives for a period of twelve (12) months from the termination date. Following the expiration of such twelve-month period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law. (b) If Executive’s employment hereunder is terminated by the Executive for Good Reason, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to the benefits provided in Section 5.4(a), except the severance benefit specified in Section 5.4(a)(ii) (the “Regular Severance Benefit”) shall be payable in a lump sum (the “Permitted Lump Sum Benefit”) to the extent it is (1) treated as a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), or (2) does not exceed the separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), as described in Section 5.4(a)(ii). The Permitted Lump Sum Benefit shall be payable within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the Permitted Lump Sum Benefit paid for a termination by Executive for Good Reason shall be paid no earlier than January 1 of the next year and any remaining amount shall be payable in installments in accordance with the Regular Severance Benefit provisions of Section 5.4(a)(ii). (c) Any outstanding stock options granted to Executive shall be vested and/or exercisable for the period through the date of such termination of employment, and shall remain exercisable, in accordance with the terms contained in the plan and the agreement pursuant to which such option awards were granted. (d) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period5.4.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause In the REIT Operator to terminate event that Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment is terminated by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment Company without Cause or by Executive for Good Reason, Executive the Company shall be entitled pay and/or provide the following amounts to receive the followingExecutive: (i) The the Accrued BenefitsObligations within the time period required by applicable law (and in all events within thirty (30) days of such termination), pursuant except for employee benefits that shall be provided in accordance with the terms applicable to such benefits, and the Accrued Bonus within the time period provided by Section 5(i4(b) belowhereof for payment of bonuses; and (ii) if subject to compliance with the restrictive covenants set forth in the attached Confidential Information, Invention Assignment and Restrictive Covenant Agreement (the “Confidential Information Agreement”) and the execution and timely return by Executive signs of a general release of claims in favor of a form agreed to by both parties, which the Company in substantially shall deliver to Executive within five (5) business days following the same form as attached hereto as Exhibit Atermination of Executive’s employment, and subject to the expiration provisions of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):Section 10 below: (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the The Company shall pay Executive an amount equal to Executive’s Target Bonus for twelve (12) months Base Salary, payable in equal monthly installments over twelve (12) months (the then-current calendar year “Severance Period”). The first installment shall commence on the sixtieth (60th) day following the termination of Executive’s employment but shall include all installment amounts that would have been paid during the first sixty (annualized60) days following the termination of Executive’s employment had installments commenced immediately following the date of termination, and (B) The Company shall pay Executive an amount equal to the extent greater of (x) the 2017 Target Bonus most recent annual bonus earned by Executive, (y) the average of the immediately preceding two year’s annual bonuses earned by Executive, or (z) if Executive’s termination of employment occurs during the first calendar year of the Initial Term before any annual bonus for a full twelve (12)-month period of service has been paid, then the target bonus Executive is usedeligible for under Section 4(b) hereof (the greater of clauses (x), pro-rated (y) or (z), the “Bonus Amount”), provided that no Bonus Amount shall be payable if the bonuses for the number year of days in termination are subject to achievement of performance goals and such calendar performance goals are not achieved by the Company for such year ending on , and (C) The Company shall pay Executive a monthly amount equal to the effective cost of Executive’s premiums to continue coverage under the Company’s health plan pursuant to COBRA, subject to applicable tax and withholding, until the earlier of (x) the expiration of the Severance Period or (y) the date Executive obtains other group health coverage (the “Assistance Amount”). The Assistance Amount is intended to assist Executive with the cost of health coverage following Executive’s termination of employment; , however Executive shall have no obligation to use the Assistance Amount for COBRA coverage and may use the Assistance Amount in his sole discretion. In the event Executive fails to comply with the Confidential Information Agreement or does not timely execute and return (3or otherwise revokes) Executive’s outstanding equity awards (x) that are subject solely the Release, no amount shall be payable to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests Executive pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation periodthis Section 6(c)(ii).

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate If Executive’s employment at any time is terminated by the Company without Cause (as provided in Section 7and other than by reason of death or Disability) upon not less than sixty (60) days’ prior written notice to Executive, and or if Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or resigns for Good Reason, in either case other than during the period commencing one (1) month prior to a Change in Control (as defined below) and ending on the thirteenth (13)-month following the Change in Control (such fourteen (14) month period, the “Change in Control Period”), Executive shall be entitled to receive the followingreceive: (ia) The the Accrued Benefits, pursuant to Section 5(i) belowRights; and (iib) if Executive signs subject to Executive’s (i) delivery of a general release of all claims in favor of against the Company and its affiliates, substantially in substantially the same form as attached hereto as Exhibit A, and subject as may be modified to take into account any changes in law or the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination underlying circumstances (the “Release RequirementGeneral Release”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning and such General Release becoming effective and irrevocable within sixty (60) days following the effective date of termination of Executive’s termination employment (the “Termination Date”), and (ii) continued compliance, in all material respects, with the Company’s Employee Proprietary Information, Inventions, and Non-Competition Agreement entered into pursuant to Section 9 below: (1) continued payment of Base Salary in accordance with the Company’s normal payroll practices for a period of twelve (12) months following the Termination Date, with such payments commencing on the first normal payroll date that is at least sixty (60) days following the Termination Date and with the first payment to include including any installment Base Salary payments that would have been made during such the sixty (60) day period following the Termination Date if payments had commenced on paid in accordance with the effective date of ExecutiveCompany’s termination)normal payroll practice; (2) within sixty subject to Executive’s continued co-payment of premiums in the same amount as Executive paid immediately prior to termination, continued participation (60to the extent permitted under applicable law and the terms of the applicable plan) days of Executive and his then-eligible dependents in the Company’s group health plan in which they were participating on the Termination Date for twelve (12) months following the effective date Termination Date, either on a subsidized basis consistent with the level of terminationsubsidization prior to termination or, if continuation of such subsidized benefits would violate Section 105(h) of the Code, with the Company shall pay providing payments to Executive in an amount equal to Executive’s Target Bonus for the thenportion of the premiums that would otherwise be subsidized by the Company; and (3) twenty-current calendar year five percent (25%) (or such lesser amount remaining unvested on the Termination Date) of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending options or shares originally subject to each outstanding stock option award, restricted stock award and restricted stock unit award made to Executive during the Employment Term shall accelerate and become vested on the effective date of sixtieth (60th) day following the Termination Date. Following Executive’s termination of employment; employment by the Company without Cause (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date other than by reason of Executive’s termination and (ydeath or Disability) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred or by Executive for Good Reason, except as set forth in this Section 8.2, Executive and his dependents shall have no further rights to any compensation or any other benefits under such health care plan during the duration of Executive’s COBRA continuation periodthis Agreement.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause In the REIT Operator to terminate event that Executive’s employment at any time without Cause is terminated pursuant to Sections 5.2 or 5.5, (regardless of whether such termination, as provided applicable, occurs in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice the context of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good Reason, Executive shall be entitled to receive the following:a “change in (i) The Accrued Benefits, pursuant to Section 5(i) below; and (ii) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1a) the Company shall continue to pay Executive his base salary for a cash amount period of twelve (12) months commencing on the thirtieth (30th) day following the termination date; (b) if Executive exercises his right under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“Severance AmountCOBRA”) equal to two (2) (continue participation in the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if ExecutiveCompany’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of terminationhealth insurance plan, the Company shall pay Executive an amount equal its normal share of the costs for such coverage for a period of twelve (12) months to the same extent that such insurance is provided to persons then currently employed by the Company (Executive’s Target Bonus co-pay, if any, shall be deducted from the payments described in subsection (a) or, if no such payments remain to be paid, shall be paid directly to the Company within seven (7) days of receipt of notice of such payment due); and (c) the Company shall provide payment for accrued but untaken vacation days and provide benefits as set forth in Section 4.3 for the thenduration of such 12-current calendar year of month period. Executive shall also continue to be eligible for bonuses pursuant to Section 4.2 hereof, despite Executive’s employment (annualizedtermination, to the extent the 2017 Target Bonus is used), profor such 12-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance month period); provided, however, that any performance-based award that vests in the event the Executive is terminated pursuant to clause (y) will be pro-rated Section 5.2 or terminates employment under Section 5.5, the Executive’s bonus pursuant to Section 4.2 for the actual number of days fiscal year in which the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled terminated shall be paid upon termination, and shall be equal to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of his target bonus, prorated by multiplying the COBRA premiums incurred target bonus by the number of full or partial weeks Executive for was employed during such fiscal year divided by 52. No payments shall be made to Executive under this Section unless Executive first signs a release of claims in a form satisfactory to the Company (the “Release”), and the Release is effective and irrevocable prior to the date that is the thirtieth (30th) day following the termination date, and Executive observes his dependents post-employment obligations as set forth in Section 7 below. The Company shall have no further obligations under such health care plan during the duration of Executive’s COBRA continuation periodthis Section except as specified herein.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate If Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment is terminated by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the following: (i) The as soon as practicable following such termination, the Company shall pay to Executive: (A) his accrued, but unpaid Base Salary earned through the Date of Termination, his accrued, but unpaid Bonus earned for the year immediately prior to the year in which the Date of Termination occurs and any accrued, but unused vacation pay through the Date of Termination (the “Accrued BenefitsObligations”); (B) the target Bonus Executive would have earned for the year of termination assuming targets had been achieved, pursuant to Section 5(i) belowpro-rated based on the number of days Executive was employed by the Company during the year over the number of days in such year (the “Pro-Rated Bonus”); and (ii) commencing on the Severance Payment Date (as defined below) and provided Executive does not breach Section 9 of this Agreement following his termination in which case all payments under this clause (ii) shall cease, the Company shall continue to pay Executive the sum of his annual rate of Base Salary and target Bonus (assuming targets had been achieved) in twelve (12) equal monthly installments. For purposes of this Agreement, the “Severance Payment Date” shall mean (i) if the Board (or its delegate) determines in its discretion that Executive signs is a general release of claims “specified employee” (as defined in favor Section 409A(a)(2)(B)(i) of the Company in substantially United States Internal Revenue Code of 1986, as amended (the same form “Code”)) as attached hereto as Exhibit A, and subject to of the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average that Section 409A of the Annual Bonuses paid Code applies with respect to a payment to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during 8(a), the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu six-month anniversary of the average described in Section 5(d)(ii)(1)(B), date of termination or (IIii) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 Board (or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described its delegate) determines in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments its discretion that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied a specified employee as of the date of termination (without regard to the original length or that Section 409A of the performance period); provided, however, that any performance-based award that vests Code does not apply with respect to a payment to Executive pursuant to clause (y) will be pro-rated for this Section 8(a)), the actual number of days first day following the applicable revocation period set forth in the applicable vesting period preceding release contemplated in this Section 8; and (iii) the effective date of Executive’s Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; and (4iv) if Executive is shall be entitled to elect continuation any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of coverage under any agreements, plans or programs of the Company; and (v) on the Severance Payment Date, the Company group health plan shall pay Executive the Additional Bonus, to the extent that it has not been paid and is owed to Executive pursuant to applicable lawthe terms of Section 5(a), and an additional lump sum payment in the REIT Operator will reimburse Executive for 100% amount of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period$25,000.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator terminate Executive’s employment hereunder without Cause, Executive shall be permitted to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning hereunder for Good Reason (as provided in Section 7hereinafter defined) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of or Executive’s employment hereunder shall terminate at the end of the Term. If the Company terminates Executive’s employment hereunder without Cause Cause, other than due to death or Disability, or if Executive effects a termination for Good ReasonReason or if Executive’s employment terminates at the end of the Term, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4. (a) So long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to each of the following: (i) The Executive’s Accrued BenefitsEmployment Entitlements; (ii) Executive’s annual Base Salary in effect as of the date of such termination, payable in accordance with the Company’s normal payroll practices; through the end of the term, however, that if Executive is, as of the date of such termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any amount that is (1) not treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 5(i401(a)(17) belowfor the year in which such termination occurs), will not be paid before the date that is six (6) months after such date of termination, or if earlier, the date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spouse does not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or within the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to two times the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of twenty-four (24) months following any such termination. (iii) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period of twenty-four (24) months from the termination date. Following the expiration of such period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law If during the Term executives of the Company are offered the right to participate in the Company’s welfare plan and insurance programs after the end of their employment on the same terms and during the periods that active employees are permitted to participate in such plans or programs, the Company shall offer such Executive such participation and agrees to modify this Agreement accordingly if Executive accepts such participation; and (iiiv) if Any outstanding Equity Award with time based vesting provisions granted to Executive signs a general release of claims in favor shall immediately become vested as of the Company in substantially termination date. Any Equity Awards with performance based vesting provisions shall remain outstanding through the same form as attached hereto as Exhibit A, remainder of the applicable performance period (without regard to any continued employment requirement) and subject if or to the expiration extent the performance provisions are attained, such Equity Awards shall become immediately and fully vested without regard to any continued employment requirement once the performance provisions have been attained and certified by the compensation committee of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):Company. (1b) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average For purposes of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period5.4.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause If the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment shall be terminated during the Term by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive (a) a lump sum payment payable immediately following the following: (i) The Accrued Benefits, pursuant to Executive’s execution of a release as described in Section 5(i) below; and (ii) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, 7.5 and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) period equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current the Executive’s Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof Executive’s target EVP for the two years preceding the terminationcurrent calendar year; provided, however, if (b) Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established EVP for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used)year, pro-rated and paid through the Executive’s Date of Termination and based on the Company’s actual performance as measured during the ordinary annual performance for all executives participating in the EVP; (c) monthly reimbursement for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred premium paid by Executive for Executive and his dependents for a period of twelve (12) months following the Date of Termination; (d) the immediate vesting of all RSUs described in Section 5.3(b) and (e) all compensation and benefits payable to the Executive through the Date of Termination under such health care plan the terms of this Agreement or any compensation or benefit plan, program or arrangement maintained by the Company and in which Executive participated as of the Date of Termination. In addition, if the Executive’s employment shall be terminated during the duration Term by the Company without Cause or by Executive for Good Reason on or before December 31, 2022, (i) the Executive shall be entitled to receive a lump sum payment in an amount equal to the product of (x) fifty percent (50%) of the total number of Initial PSUs granted pursuant to Section 5.3 (i.e., 125,000) and (y) the closing price of Avangrid’s common share price on the Date of Termination and (ii) the Executive will remain eligible to vest, subject to the attainment of the Performance Conditions as measured at the end of the regular performance period and provided that the performance attainment level is at least 50%, in a number of the Initial PSUs equal to fifty percent (50%) of the total number of Initial PSUs granted pursuant to Section 5.3(a) (i.e., 125,000) multiplied by a fraction, the numerator of which is the total number of days from and after the Start Date that Executive was employed with the Company and the denominator of which is the total number of days during the period beginning on the Start Date and ending on December 31, 2022 (the “Pro Rata PSU Amount”). For the avoidance of doubt, (i) in the event that, based on the actual level of attainment of the Performance Conditions, the Initial PSUs are earned at a level that is at least 50% but less than 100%, such actual earned percentage shall be applied against the Pro Rata PSU Amount, and (ii) in the event that, based on the actual level of attainment of the Performance Conditions, the Initial PSUs are earned at a level below 50%, no portion of the Pro Rata PSU Amount shall vest. Subject to earlier payment as may be provided under the PSU Award Agreement, the number of PSUs that vest in accordance with the foregoing will be determined as soon as practicable after December 31, 2022 and, to the extent earned, such PSUs will be paid to Executive not later than such date as is necessary to cause the Initial PSUs to qualify as a “short-term deferral” pursuant to Treasury Regulation Section 1.409A-1(b)(4). With respect to any PSUs issued after the execution of this Agreement (not including, for the avoidance of doubt, the Initial PSUs) (“Subsequent PSUs”) which remain unvested upon the Date of Termination, if the Executive’s COBRA continuation employment shall be terminated during the Term by the Company without Cause or by Executive for Good Reason on or after January 1, 2023, the Executive will remain eligible to vest, subject to the attainment of the Performance Conditions as measured at the end of the regular performance period) in the total number of Subsequent PSUs issued multiplied by a fraction, the numerator of which is the total number of days from and after the commencement of the performance period for such Subsequent PSUs that Executive was employed with the Company and the denominator of which is the total number of days during the performance period for such Subsequent PSUs. The payment of any such Subsequent PSUs shall be made in accordance with the applicable PSU award agreement governing such Subsequent PSUs.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator terminate Executive’s employment hereunder without Cause, and Executive shall be permitted to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning hereunder for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to hereinafter defined). If the Company. Upon any such termination of Company terminates Executive’s employment hereunder without Cause Cause, other than due to death or Disability, or if Executive effects a termination for Good Reason, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4. (a) If Executive’s employment hereunder is terminated by the Company without Cause, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to receive each of the following: (i) The Executive’s Accrued Benefits, pursuant to Section 5(i) below; andEmployment Entitlements; (ii) if Executive signs a general release of claims Executive’s annual Base Salary in favor effect as of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive such termination, payable in accordance with Section 3(bthe Company’s normal payroll practices for a period of twelve (12) hereof for the two years preceding the months following any such termination; provided, however, that if Executive is, as of the date of such termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any amount that is (1) not treated as a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), will not be paid before the date that is six months after such date of termination, or if earlier, the date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spouse does not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), or within the separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of twelve (12) months following any such termination; (iii) an amount equal to the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals) , payable in a lump sum within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the amount paid for a termination by the Company without Cause shall be paid no earlier than January 1 of the next year; and (iv) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs on the same terms as other actively employed senior executives for a period of twelve (12) months from the termination date. Following the expiration of such twelve-month period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law. (b) If Executive’s employment hereunder is terminated by the Executive for Good Reason, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to the benefits provided in Section 5.4(a), except the severance benefit specified in Section 5.4(a)(ii) (the “Regular Severance Benefit”) shall be payable in a lump sum (the “Permitted Lump Sum Benefit”) to the extent it is (1) treated as a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), or (2) does not exceed the separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), as described in Section 5.4(a)(ii). The Permitted Lump Sum Benefit shall be payable within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the Permitted Lump Sum Benefit paid for a termination by Executive for Good Reason shall be paid no earlier than January 1 of the next year and any remaining amount shall be payable in installments in accordance with the Regular Severance Benefit provisions of Section 5.4(a)(ii). (c) Any outstanding stock options granted to Executive shall be vested and/or exercisable for the period through the date of such termination of employment, and shall remain exercisable, in accordance with the terms contained in the plan and the agreement pursuant to which such option awards were granted. (d) If Executive’s employment hereunder is terminated under this Section 5.4, notwithstanding anything to the contrary contained in Section 4.2, Executive shall be permitted to own, operate and invest in up to sixteen (16) movie theatres, so long as each such theatre is outside of a 25-mile radius (if such theatre is outside of a Major DMA) or a 10-mile radius (if such theatre is within a Major DMA) of the theatres being operated by the Company or any of its Subsidiaries or under consideration by the Company or any of its Subsidiaries for opening, in each case, as of the time of such termination of Executive’s employment. During the one-year period following the termination of Executive’s employment for any reason (including by expiration of the Term), Executive shall provide reasonable notice to the Company of his plans for acquiring ownership in, commencing operations of, or investing in, any movie theatre prior to any such event. (e) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period5.4.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate If Executive’s employment at any time without Cause hereunder is terminated pursuant to Sections 1(b) or (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good Reasone), Executive shall be entitled to receive the following:: ​ (i) The payment of Accrued Benefits, pursuant to Section 5(i) belowObligations; and​ (ii) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):lump sum payment of: (1) the Company shall pay Executive a cash amount three (the “Severance Amount”3) equal to two months of Executive’s base salary, equaling $131,250, if employed less than six months; (2) six (6) months of Executive’s base salary, equaling $262,500, if employed more than six months but less than twelve months; (3) twelve (12) months of Executive’s base salary, equaling $525,000, if employed more than twelve months; and ​ (iii) subject to Executive’s election of and qualification for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“Severance MultipleCOBRA”), for a period equal to the period of consecutive months following termination of employment corresponding to Section 5(b)(ii) times above, a lump sum payment for the sum premium costs for COBRA insurance benefits in the monthly amount the Company was paying toward Executive’s Company- provided group health plan insurance coverage immediately prior to Executive’s cessation of employment. For the avoidance of doubt, if Executive is entitled to three (A3) his then-current Base Salary and (B) the average months of the Annual Bonuses paid to Executive base salary in accordance with Section 3(b5(b)(ii), then Executive would be entitled to a lump sum payment of COBRA for a three (3) hereof for the two years preceding the termination; providedmonth period (provided all other conditions are met and as outlined herein). ​ The amounts described in clauses (i), however(ii), if Executive’s termination pursuant to and (iii) of this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”5(b) will commence to be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of termination, provided that Executive (or, in the event of Executive’s death, Executive’s estate) has executed and delivered to the Company not later than forty-five (45) days following the date of termination an irrevocable general waiver and release of claims in the form provided by the Company to Executive (or, in the event of Executive’s death, Executive’s estate) after Executive’s termination (with the first payment “General Release”) and the latest date on which the General Release is subject to include any installment payments that would have been made during such sixty revocation has expired. The Accrued Obligations shall be paid no later than as required by law or within twenty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (6020) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period.whichever occurs earlier. ​

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 76) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 76) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good Reason, Executive shall be entitled to receive the following: (i) The Accrued Benefits, pursuant to Section 5(i4(i) below; and (ii) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit ACompany, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses Bonus paid to Executive in accordance with Section 3(b) hereof for the two years year preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d4(d) occurs (I) during the year ending December 31, 20172018, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average Annual Bonus described in Section 5(d)(ii)(1)(B4(d)(ii)(1)(B), or (II) during the year ending December 31, 20182019, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 2018 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating determining the average described in amount payable under Section 5(d)(ii)(1)(B4(d)(ii)(1)(B). Subject to Section 3029, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 2018 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment;; and (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award)conditions, will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award)conditions, will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance periodperiod and as determined by the Board); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and. (4) if If Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause In the REIT Operator to terminate event that Executive’s employment at any time without Cause is terminated (as provided in Section 7i) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment Company without Cause or (ii) by Executive for Good Reason, Executive shall be entitled only to receive the following: (i) The Accrued Benefitsthose items identified in Section 4(a); (ii) the Signing Bonus referred to in Section 3(b) if not previously paid; (iii) if Executive timely elects COBRA continuation coverage, pursuant to Section 5(i) belowthe Company will pay through the COBRA Payment End Date the monthly premiums for the level of coverage Executive maintained on the date of termination, provided that if during the period Executive is receiving this benefit, Executive obtains new employment and becomes eligible for coverage under the group benefits plan of the new employer, Executive must promptly notify the Company in writing of such eligibility; and (iiiv) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year 160% of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied Base Salary as of the date of termination, payable in substantially equal installments during the 12-month period following the date of termination in accordance with the Company’s normal payroll practices (without regard to the original length of the performance period“Severance Pay”); provided, however, that any performancethe first payment shall be on the pay day coinciding with or next following the eighth (8th) day after Executive’s delivery (without revoking) of the release provided for in Section 4(h) hereof and such payment shall be equal to the amounts that would have been paid had payments begun immediately after the date of termination. Notwithstanding the foregoing, if necessary to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations, the payment of the Severance Pay such sums shall be made as follows: (A) no payments shall be made for a six-based award that vests month period following the date of termination, (B) an amount equal to six months of Severance Pay shall be paid in a lump sum six months and one day following the date of termination with interest at the applicable federal rate pursuant to clause Section 1274 of the Code, and (yC) will be pro-rated for during the actual number of days in period beginning six months and one day following the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, through the REIT Operator will reimburse Executive for 100% remainder of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during 12-month period, payment of the duration of ExecutiveSeverance Pay shall be made in accordance with the Company’s COBRA continuation periodnormal payroll practices.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate If Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment is terminated by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the following: (i) The as soon as practical following such termination, the Company shall pay to Executive: (A) his accrued, but unpaid Base Salary earned through the Date of Termination, his accrued, but unpaid Bonus earned for the year immediately prior to the year in which the Date of Termination occurs and any accrued, but unused vacation pay through the Date of Termination (the “Accrued BenefitsObligations”); (B) the target Bonus Executive would have earned for the year of termination assuming targets had been achieved, pursuant to Section 5(i) belowpro-rated based on the number of days Executive was employed by the Company during the year over the number of days in such year (the “Pro-Rated Bonus”); and (ii) commencing on the Severance Payment Date (as defined below) and provided Executive does not breach Section 9 of this Agreement following his termination in which case all payments under this clause (ii) shall cease, the Company shall continue to pay Executive the sum of his annual rate of Base Salary and target Bonus (assuming targets had been achieved) in 12 equal monthly installments. For purposes of this Agreement, the “Severance Payment Date” shall mean (i) if the Board (or its delegate) determines in its discretion that Executive signs is a general release of claims “specified employee” (as defined in favor Section 409A(a)(2)(B)(i) of the Company in substantially United States Internal Revenue Code of 1986, as amended (the same form “Code”)) as attached hereto as Exhibit A, and subject to of the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average that Section 409A of the Annual Bonuses paid Code applies with respect to a payment to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during 8(a), the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu six-month anniversary of the average described in Section 5(d)(ii)(1)(B), date of termination or (IIii) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 Board (or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described its delegate) determines in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments its discretion that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied a specified employee as of the date of termination (without regard to the original length or that Section 409A of the performance period); provided, however, that any performance-based award that vests Code does not apply with respect to a payment to Executive pursuant to clause (y) will be pro-rated for this Section 8(a)), the actual number of days first day following the applicable revocation period set forth in the applicable vesting period preceding the effective date of Executive’s termination of employmentrelease contemplated in this Section 8; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause In addition to the REIT Operator to terminate Executive’s employment at any time without Cause (as provided compensation and benefits described in Section 76(a) upon not less than sixty (60) days’ prior written notice to Executivehereof, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to if the Company. Upon any such termination of Company terminates Executive’s employment without Cause during the Term (other than due to Executive’s death or disability) or if Executive terminates his employment for Good ReasonReason (except pursuant to Section 5(d)(ii)), Executive shall and, subject to Executive’s executing and not revoking a general release in a form acceptable to the Company (the “Release”), the Company will provide the following severance benefits to Executive, to be entitled paid when and as described below, subject in each case to receive the followingSection 6(g) hereof: (i) The Accrued Benefits, pursuant to Section 5(i) below; and (ii) if Executive signs Company will make a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) lump sum payment equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid actually awarded to Executive in accordance over the previous two years, less any required taxes and withholdings, with Section 3(bpayment to be made within ninety (90) hereof for calendar days of the two years preceding the terminationtermination date; provided, however, if that such payment shall in no event be made later than March 15 of the year following the year in which Executive’s employment terminated, or in the event of termination pursuant to this Section 5(d) occurs (I) during 5(d)(ii), by no later than March 15 of the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during following the year ending December 31, 2018, in which the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu Change of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination)Control occurred; (2ii) within sixty The Company will continue paying Executive his annual Base Salary at the rate in effect on the termination date, less any required taxes and withholdings, for a period of twenty-four (6024) days months after the termination date. Such Base Salary shall be paid, subject to Section 6(g), on the fifth business day of each month commencing with the second month following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days month in such calendar year ending on the effective date of which Executive’s termination of employmentemployment occurred; (3iii) The Company will continue Executive’s outstanding equity awards participation in the Company’s health benefits at the same level as in effect on the termination date for a period of eighteen (x18) that are subject solely to time-based vesting conditions (includingmonths after the termination date or until Executive is eligible for equivalent health benefits from another employer, but whichever is sooner. If the Company’s health benefit plans or programs do not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of allow for Executive’s continued participation in such plans or programs after termination and of employment, the Company agrees to reimburse Executive for continuing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period“COBRA”); provided, however, that any performance-based award that vests pursuant to clause (y) such reimbursement will be pro-rated for the actual number conditioned upon Executive’s timely election of days in continued coverage under COBRA and payment of all such reimbursements shall be made to Executive within the applicable vesting period preceding the effective date of Executive’s termination of employmentCOBRA period; and (4iv) Executive will be entitled to twelve (12) months acceleration of the vesting of all shares subject to any stock option, such that all options will be exercisable and vested on Executive’s termination date as if Executive’s termination date were twelve (12) months later. After giving effect to the acceleration provided for in the preceding sentence, any unvested shares will be forfeited as of the termination date. Notwithstanding the foregoing, if Executive terminates his employment for Good Reason pursuant to Section 5(d)(ii), then Executive shall be entitled to the compensation and benefits described in Section 6(a) hereof, payable when and as described in Section 6(a), and, provided that Executive executes and does not revoke the Release, all of the benefits specified in Section 6(b), payable when and as described in Section 6(b), except that (i) he shall only be entitled to a lump sum payment equal to one (1) times the average of the Annual Bonus actually awarded to Executive over the previous two years and (ii) the Company shall continue paying his annual Base Salary at the rate in effect on the termination date (less any required taxes and withholdings) for a period of twelve (12) months after the termination date. All compensation and benefits to which Executive is entitled to elect continuation upon termination of coverage under any Company group health plan employment pursuant to applicable lawthe succeeding subsections of this Section 6 shall be paid at such time and in such manner as is described in Section 6(a) or Section 6(b), the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation periodas applicable.”

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator terminate Executive’s employment hereunder without Cause, and Executive shall be permitted to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning hereunder for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to hereinafter defined). If the Company. Upon any such termination of Company terminates Executive’s employment hereunder without Cause Cause, other than due to death or Disability, or if Executive effects a termination for Good Reason, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4. (a) If Executive’s employment hereunder is terminated by the Company without Cause, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to each of the following: (i) The Executive’s Accrued Benefits, pursuant to Section 5(i) below; andEmployment Entitlements; (ii) if Executive signs a general release of claims two times Executive’s annual Base Salary in favor effect as of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive such termination, payable in accordance with Section 3(bthe Company’s normal payroll practices for a period of twenty-four (24) hereof for the two years preceding the months following any such termination; provided, however, that if Executive is, as of the date of such termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any amount that is (1) not treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (a) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), will not be paid before the date that is six (6) months after such date of termination, or if earlier, the date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spouse does not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or within the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to two times the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of twenty-four (24) months following any such termination. (iii) an amount equal to the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the amount paid for a termination by the Company without Cause shall be paid no earlier than January 1 of the next year; and (iv) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period of twenty-four months from the termination date. Following the expiration of such period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law. (b) If Executive’s employment hereunder is terminated by the Executive for Good Reason, so long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to the benefits provided in Section 5.4(a), except the severance benefit specified in Section 5.4(a)(ii) (the “Regular Severance Benefit”) shall be payable in a lump sum (the “Permitted Lump Sum Benefit”) to the extent it is (1) treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or (2) does not exceed the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (a) the sum of Executive’s annualized compensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), as described in Section 5.4(a)(ii). The Permitted Lump Sum Benefit shall be payable within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the Permitted Lump Sum Benefit paid for a termination by Executive for Good Reason shall be paid no earlier than January 1 of the next year and any remaining amount shall be payable in installments in accordance with the Regular Severance Benefit provisions of Section 5.4(a)(ii). (c) Any outstanding stock options granted to Executive shall be vested and/or exercisable for the period through the date of such termination of employment, and shall remain exercisable, in accordance with the terms contained in the plan and the agreement pursuant to which such option awards were granted. Any outstanding Equity Award (other than stock options) with time based vesting provisions granted to Executive shall be vested on a prorata basis based on the percentage determined by dividing (i) the number of days from and including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date of such Equity Award to the full vesting date of such Equity Awards. Any Equity Awards with performance based vesting provisions shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement on a prorata basis based upon the percentage determined by dividing (i) the number of days from and including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date to the end of the applicable performance period without regard to any continued employment requirement. (d) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period5.4.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause In the REIT Operator to terminate event that Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment is terminated by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment Company without Cause or by Executive for Good Reason, Executive the Company shall be entitled pay and/or provide the following amounts to receive the followingExecutive: (i) The the Accrued BenefitsObligations within the time period required by applicable law (and in all events within thirty (30) days of such termination), pursuant except for employee benefits that shall be provided in accordance with the terms applicable to such benefits, and the Accrued Bonus within the time period provided by Section 5(i5(b) belowhereof for payment of bonuses; and (ii) if subject to compliance with the restrictive covenants in Section 7 and the execution and timely return by Executive signs of a general release of claims in favor substantially the form of Exhibit B hereto (the “Release”) which the Company in substantially shall deliver to Executive within five (5) business days following the same form as attached hereto as Exhibit Atermination of Executive’s employment, and subject to the expiration provisions of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):Section 11 below: (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the The Company shall pay Executive an amount equal to Executive’s Target Bonus the greater of the sum of twelve (12) months Base Salary or (B) the Base Salary payable for the thenremaining number of months in the Initial Employment Term (but not to exceed to thirty-current calendar year six (36) months), payable in equal monthly installments over a period of time equal to the number of months severance is payable (the “Severance Period”). The first installment shall commence on the sixtieth (60th) day following the termination of Executive’s employment but shall include all installment amounts that would have been paid during the first sixty (annualized60) days following the termination of Executive’s employment had installments commenced immediately following the date of termination. Notwithstanding the foregoing, if the Executive’s employment terminates under this Section 9(c) in connection with, or within twenty-four (24) months following, a “Change in Control” (as defined in the 2011 Plan), then the amount of severance set forth above shall be doubled, but shall remain payable over the Severance Period determined without regard to such doubling of the amount of severance. (2) The Company shall pay Executive an amount equal to the greater of (x) the most recent annual bonus earned by Executive, (y) the average of the immediately preceding two year’s annual bonuses earned by Executive, or (z) if Executive’s termination of employment occurs during the first calendar year of the Initial Employment Term before any annual bonus for a full twelve (12)-month period of service has been paid, then the target bonus Executive is eligible for under Section 5(b) hereof (the greater of clauses (x), (y) or (z), the “Bonus Amount”), provided that no Bonus Amount shall be payable if the bonuses for the year of termination are subject to achievement of performance goals and such performance goals are not achieved by the Company for such year. The Bonus Amount shall be paid at the same time bonuses would be payable under Section 5(b) hereof if Executive was actively employed. Notwithstanding the foregoing, if Executive’s employment terminates under this Section 9(c) in connection with, or within twenty-four (24) months following, a “Change in Control” (as defined in the 2011 Plan), then the amount of Bonus Amount set forth above shall be doubled. (3) All outstanding stock options and restricted stock unit awards granted to Executive pursuant to Section 5(c) hereof shall be fully and immediately vested, to the extent not previously vested, and the 2017 Target Bonus is used), pro-rated stock options shall remain exercisable for the number of days in such calendar year ending on the effective date of two (2) years following Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and . Shares with respect to the extent the applicable performance-based vesting conditions are satisfied as of restricted stock unit awards that become vested hereunder shall be delivered to Executive within ten (10) days following the date of termination (without regard to that the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; andRelease is effective. (4) if The Company shall provide Executive is entitled to elect continuation of with continued healthcare coverage under any Company the Company’s group health plan at the same cost, if any, imposed on active employees of the Company, until the earlier of (x) the expiration of the Severance Period, (y) the date that Executive’s “COBRA” coverage terminates or expires. Such healthcare coverage shall be provided pursuant to applicable lawCOBRA. To the extent any such benefits are otherwise taxable to Executive, the REIT Operator will reimburse Executive such benefits shall, for 100% purposes of Section 409A of the COBRA premiums incurred Code, be provided as separate in-kind payments of those benefits, and the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. In the event Executive fails to comply with the restrictive covenants in Section 7 or does not timely execute and return (or otherwise revokes) a release of claims in the form and substance reasonably requested by the Company, no amount shall be payable to Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation periodpursuant to this Section 9(c)(ii).

Termination by the Company Without Cause or by Executive for Good Reason. The (i) If the Company may cause the REIT Operator to terminate terminates this Agreement and Executive’s employment at any time hereunder without Cause (as provided in Section 7) upon not less other than sixty (60) days’ prior written notice to Executiveby reason of Disability), or if Executive terminates this Agreement and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or hereunder for Good Reason, Executive shall be entitled to receive only the followingfollowing compensation: (iA) The Accrued Benefits, pursuant to Section 5(i) belowRights; and (B) A severance benefit equal to 3 months of the then existing Base Salary for every year Executive remains employed with Longeveron, capped at 12 months. (in all cases assuming no for cause termination or voluntary resignation. Severance benefit payment shall be made in one lump sum payment or, at the Company’s discretion, in equal installments, at least monthly, in accordance with the Company’s established payroll procedures, beginning after the release referred to in Section 5(d)(ii) becomes effective, but in no event later than the sixtieth (60th) day following Executive’s termination date. The first such payment shall include payment of all amounts of severance pay that otherwise would have been due prior to such date, applied as though such payments commenced on the next normal pay date immediately following Executive’s termination date; and (C) Any unvested stock options, restricted stock, or other equity- based compensation that has been granted to Executive will vest immediately. (D) If Executive timely elects to continue health benefits coverage under COBRA, the Company will reimburse Executive, subject to the provisions of Section 21(d) of this Agreement, the amount of the COBRA premiums paid for the initial three (3) months of COBRA continuation coverage. (ii) if Executive signs As a general release of claims in favor condition to the receipt of the Company severance benefits set forth in clause (i)(B) and (C) of this Section 5(d), Executive must (A) execute and not timely revoke Company’s release, substantially in the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all A within sixty twenty-one (6021) days after Executive’s employment is terminated (within forty-five (45) days after Executive’s employment is terminated in the effective date case of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Base Salary group termination), and (B) Executive must continue to comply with Executive’s obligations under Sections 5(g), 6, 7, 8, and 9 of this Agreement. (iii) Executive shall not be under any duty or obligation to seek or accept other employment following a termination of employment pursuant to which a severance benefit payment under this Section 5 is owing and the average of the Annual Bonuses paid amounts due to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during 5 shall not be reduced or suspended if Executive accepts subsequent employment or earns any amounts as a self-employed individual, provided that in the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to event Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date materially breaches any of Executive’s termination (with obligations under Section 6, 7, 8 or 9 of this Agreement, then, in addition to the first payment Company’s right to include specific performance pursuant to Section 10 or any installment payments other rights that would the Company may have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of terminationunder this Agreement or otherwise, the Company shall pay have the right to terminate the payment of any remaining amounts to which Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests would otherwise be entitled pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation periodSection 5(d)(i).

Termination by the Company Without Cause or by Executive for Good Reason. The Company (1) This Agreement may cause be terminated: (i) by the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7defined below) upon not less than sixty and (60ii) days’ prior written notice of such resignation to by the Company. Upon any such termination of Executive’s employment Company without Cause or Cause. (2) In the event this Agreement is terminated by the Executive for Good ReasonReason or by the Company without Cause, the Executive shall be entitled to receive the following: (iA) The Accrued Benefits, pursuant to Section 5(i) below; andany accrued but unpaid Base Salary for services rendered through the date of termination; (iiB) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, and subject any accrued but unpaid expenses required to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):be reimbursed under this Agreement; (1C) the Company shall pay Executive Annual Bonus Payout, if applicable; (D) a cash payment equal to severance amount indicated on the Schedule (the “Severance Amount”); and (E) equal any benefits (except perquisites) to two (2which the Executive was entitled pursuant to Section 5(b) (hereof shall continue to be paid or provided by the Company, as the case may be, for the Benefits Continuation Period indicated on the Schedule, subject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A by reason of Treasury Regulation Section 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to Section 409A, the Executive shall not be entitled to the benefits that are subject to Section 409A subsequent to the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus applicable 2 ½ month period” (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in such term is defined under Treasury Regulation Section 5(d)(ii)(1)(B1.409A-1(b)(4)(i)(A), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment;. (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (includingIn the event of a termination for Good Reason or without Cause, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as payment of the effective date of Executive’s termination and (y) that are subject Severance Amount shall be made at the same times as the Company pays compensation to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent its employees over the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); providedmonthly period and any other payments owed under Section 6(c) shall be promptly paid. Provided, however, that any performance-based award that vests pursuant to clause balance of the Severance Amount remaining due on the “applicable 2 ½ month period” (yas such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)) will after the end of the tax year in which the Executive’s employment is terminated or the Term ends shall be pro-rated for paid on the actual number last day of days the applicable 2½ month period. The payment of the Severance Amount and the acceleration of vesting shall be conditioned on the Executive signing an Agreement and General Release (in the applicable vesting period preceding form attached hereto as Exhibit B, with such revisions as counsel to the effective date Company deems necessary) which releases the Company or any of its affiliates (including its officers, directors and their affiliates) from any liability under this Agreement or related to the Executive’s employment with the Company provided that (x) the payment of the Severance Amount is made on or before the 90th day following the Executive’s termination of employment; and (4y) if such Agreement and General Release is executed by the Executive, submitted to the Company, and the statutory period during which the Executive is entitled to elect continuation of coverage revoke the Agreement and General Release under any Company group health plan pursuant to applicable lawlaw has expired on or before that 90th day; and (z) in the event that the 90 day period begins in one taxable year and ends in a second taxable year, then the REIT Operator will reimburse Executive for 100% payment of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during Severance Amount shall be made in the duration of Executive’s COBRA continuation periodsecond taxable year.

Termination by the Company Without Cause or by Executive for Good Reason. The Company (1) This Agreement may cause be terminated: (i) by the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7defined below) upon not less than sixty and (60ii) days’ prior written notice of such resignation to by the Company. Upon any such termination of Executive’s employment Company without Cause or Cause. (2) In the event this Agreement is terminated by the Executive for Good ReasonReason or by the Company without Cause, the Executive shall be entitled to receive the following: (iA) The Accrued Benefits, pursuant any accrued but unpaid Base Salary for services rendered to Section 5(i) below; andthe date of termination; (iiB) any accrued but unpaid expenses required to be reimbursed under this Agreement; (C) if Executive signs a general release of claims in favor during Initial Term, the First Award and/or Second Award if not previously paid and if all conditions other than employment until the end of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):Initial Term are met; (1D) a payment equal to severance amount indicated on the Company shall pay Executive a cash amount Schedule (the “Severance Amount”); and (E) equal any benefits (except perquisites) to two (2which the Executive was entitled pursuant to Section 5(b) (hereof shall continue to be paid or provided by the Company, as the case may be, for the Benefits Continuation Period indicated on the Schedule, subject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A by reason of Treasury Regulation Section 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to Section 409A, the Executive shall not be entitled to the benefits that are subject to Section 409A subsequent to the “Severance Multiple”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus applicable 2 ½ month period” (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in such term is defined under Treasury Regulation Section 5(d)(ii)(1)(B1.409A-1(b)(4)(i)(A), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment;. (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (includingIn the event of a termination for Good Reason or without Cause, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as payment of the effective date of Executive’s termination and (y) that are subject Severance Amount shall be made at the same times as the Company pays compensation to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent its employees over the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); providedmonthly period and any other payments owed under Section 6(c) shall be promptly paid. Provided, however, that any performance-based award that vests pursuant to clause balance of the Severance Amount remaining due on the “applicable 2 ½ month period” (yas such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)) will after the end of the tax year in which the Executive’s employment is terminated or the Term ends shall be pro-rated for paid on the actual number last day of days the applicable 2½ month period. The payment of the Severance Amount and the acceleration of vesting shall be conditioned on the Executive signing an Agreement and General Release (in the applicable vesting period preceding form attached hereto as Exhibit B, with such revisions as counsel to the effective date Company deems necessary) which releases the Company or any of its affiliates (including its officers, directors and their affiliates) from any liability under this Agreement or related to the Executive’s employment with the Company provided that (x) the payment of the Severance Amount is made on or before the 90th day following the Executive’s termination of employment; and (4y) if such Agreement and General Release is executed by the Executive, submitted to the Company, and the statutory period during which the Executive is entitled to elect continuation of coverage revoke the Agreement and General Release under any Company group health plan pursuant to applicable lawlaw has expired on or before that 90th day; and (z) in the event that the 90 day period begins in one taxable year and ends in a second taxable year, then the REIT Operator will reimburse Executive for 100% payment of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during Severance Amount shall be made in the duration of Executive’s COBRA continuation periodsecond taxable year.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator terminate Executive’s employment hereunder without Cause, Executive shall be permitted to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning hereunder for Good Reason (as provided in Section 7hereinafter defined) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of or Executive’s employment hereunder shall terminate at the end of the Term or Renewal Term, as applicable. If the Company terminates Executive’s employment hereunder without Cause Cause, other than due to death or Disability, or if Executive effects a termination for Good ReasonReason or if Executive’s employment terminates at the end of the Term or Renewal Term, as applicable, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4. (a) So long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to each of the following: (i) The Executive’s Accrued Benefits, pursuant to Section 5(i) below; andEmployment Entitlements; (ii) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Executive’s annual Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied effect as of the date of termination (without regard to such termination, payable in accordance with the original length Company’s normal payroll practices through the end of the performance period)Term or Renewal Term, as applicable; provided, however, that if Executive is, as of the date of such termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any performanceamount that is (1) not treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (a) the sum of Executive’s annualized compensation based award on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that vests year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (b) the maximum amount that may be taken into account under a qualified plan pursuant to clause (yCode Section 401(a)(17) will be pro-rated for the actual number year in which such termination occurs), will not be paid before the date that is six (6) months after such date of days in termination, or if earlier, the applicable vesting period preceding the effective date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spouse does not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or within the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to two times the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of employmenttwenty-four (24) months following any such termination; and (4iii) if Executive is and Executive’s dependents shall be entitled to elect continue to participate in the Company’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period of twenty-four months from the termination date. Following the expiration of such period, Executive and/or Executive’s dependents shall be entitled to any continuation of coverage benefits as are provided under any such benefit plans by the Company group health plan pursuant or as are required to be provided in accordance with applicable law, the REIT Operator will reimburse . (b) Any outstanding Equity Award with time based vesting provisions granted to Executive for 100% shall immediately become vested as of the COBRA premiums incurred termination date. Any Equity Awards with performance based vesting provisions shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained, such Equity Awards shall become immediately and fully vested without regard to any continued employment requirement once the performance provisions have been attained and certified by Executive for Executive and his dependents under such health care plan during the duration compensation committee of the Company. (c) For purposes of the calculation of Executive’s COBRA continuation periodbenefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.4.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator terminate Executive’s employment hereunder without Cause, Executive shall be permitted to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning hereunder for Good Reason (as provided in Section 7hereinafter defined) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of or Executive’s employment hereunder shall terminate at the end of the Term or Renewal Term, as applicable. If the Company terminates Executive’s employment hereunder without Cause Cause, other than due to death or Disability, or if Executive effects a termination for Good ReasonReason or if Executive’s employment terminates at the end of the Term or Renewal Term, as applicable, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4. (a) So long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to each of the following: (i) The Executive’s Accrued Benefits, pursuant to Section 5(i) below; andEmployment Entitlements; (ii) if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”): (1) the Company shall pay Executive a cash amount (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) times the sum of (A) his then-current Executive’s annual Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination); (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied effect as of the date of termination (without regard to such termination, payable in accordance with the original length Company’s normal payroll practices through the end of the performance period)Term or Renewal Term, as applicable; provided, however, that if Executive is, as of the date of such termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any performanceamount that is (1) not treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-l(b)(4), and (2) exceeds the separation pay limit under Treas. Regs. §1.409A-l(b)(9)(iii)(A) (two times the lesser of (a) the sum of Executive’s annualized compensation based award on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs (adjusted for any increase during that vests year that was expected to continue indefinitely if Executive’s employment had not been terminated), or (b) the maximum amount that may be taken into account under a qualified plan pursuant to clause (yCode Section 40l(a)(l 7) will be pro-rated for the actual number year in which such termination occurs), will not be paid before the date that is six (6) months after such date of days in termination, or if earlier, the applicable vesting period preceding the effective date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spouse does not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within the meaning of Treas. Regs. §1.409A-l(b)(4), or within the separation pay limit under Treas. Regs. §1.409A-l(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to two times the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of employmenttwenty-four (24) months following any such termination; and (4iii) if Executive is and Executive’s dependents shall be entitled to elect continue to participate in the Company’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period of twenty-four months from the termination date. Following the expiration of such period, Executive and/or Executive’s dependents shall be entitled to any continuation of coverage benefits as are provided under any such benefit plans by the Company group health plan pursuant or as are required to be provided in accordance with applicable law, the REIT Operator will reimburse . (b) Any outstanding Equity Award with time based vesting provisions granted to Executive for 100% shall immediately become vested as of the COBRA premiums incurred termination date. Any Equity Awards with performance based vesting provisions shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained, such Equity Awards shall become immediately and fully vested without regard to any continued employment requirement once the performance provisions have been attained and certified by Executive for Executive and his dependents under such health care plan during the duration compensation committee of the Company. (c) For purposes of the calculation of Executive’s COBRA continuation periodbenefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.4.

Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to may terminate Executive’s employment at any time without Cause (as provided in Section 76) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s his employment by resigning for Good Reason (as provided in Section 76) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good ReasonReason during the Term of Employment, Executive shall be entitled to receive the following: (i) The Accrued Benefits, Benefits pursuant to Section 5(i4(i) belowbelow and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination; and (ii) if Executive signs a general release of claims in favor subject to Executive’s satisfaction of the Company Release Requirement and compliance with the obligations in substantially the same form as attached hereto as Exhibit ASections 7, 8 and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):9: (1) the Company shall pay Executive a cash amount severance (the “Severance Amount”) equal to two (2) (the “Severance Multiple”) ” times the sum of (A) his Executive’s then-current Base Salary (disregarding any reduction in Base Salary not approved by Executive) and (B) the average of the Annual Bonuses paid to earned by Executive in accordance with Section 3(b) hereof for the two (2) calendar years preceding the year of termination; provided, however, (x) if Executive’s termination pursuant to this employment terminates in 2020, the amount in Section 5(d4(d)(ii)(1)(B) occurs shall be the Target Annual Bonus and (Iy) during the year ending December 31, 2017, if Executive’s Target Bonus (as per employment terminates in 2021, the incentive plan established for Executive) (“Target Bonus”) will be used in lieu of the average described amount in Section 5(d)(ii)(1)(B), or (II4(d)(ii)(1)(B) during the year ending December 31, 2018, shall be determined by averaging Executive’s 2021 Target Annual Bonus and the Annual Bonus paid or payable to actually earned by Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B2020 (if any); provided, further, that if the termination occurs in calendar year 2020 or 2021, the 2020 Annual Bonus will be annualized. If the termination described in this Section 4(d) does not occur during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described Change in Control Period (as defined in Section 5(d)(ii)(1)(B6). Subject , subject to Section 3028, the Severance Amount will be paid in equal installments in accordance with the normal payroll practice of the REIT Operator over the twelve-month period Severance Period following the date of termination, with such installment payments beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination). If the termination described in this Section 4(d) occurs during the Change in Control Period (as defined in Section 6), subject to Section 28, the Severance Amount will be paid in a lump sum within sixty (60) days following the date of termination; (2) within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to annualized if the extent the 2017 Target Bonus is usedtermination occurs in 2020), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment; (3) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) Executive’s outstanding equity awards that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied in the ordinary course, determined as of the date of termination (without regard to the original length of the performance period)if Executive’s employment had not terminated; provided, however, that any such performance-based award that vests pursuant to clause (ythis Section 4(d)(ii)(3) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and (4) the Continued Health Care Coverage Benefit described in Section 4(a) with such benefits commencing within sixty (60) days following the date of termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if Executive is entitled to elect continuation payments had commenced on the date of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation periodtermination).