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. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) The Company shall pay to Executive his Base Salary, which for purposes of this Section 8(a) shall never be less than $1,000,000, and unused vacation pay accrued or prorated through the Date of Termination (together, the “Final Compensation”) and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employment. The Final Compensation shall be paid in a lump sum as soon as practicable following the Date of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination. (ii) The Company shall continue (1) to pay to Executive his Base Salary, as defined by Section 8(a)(i), for the remainder of the initial Employment Period, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end of the initial Employment Period. (iii) The Executive shall be entitled to continued use of any available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through the end of the initial Employment Period.

Termination by the Company Without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause pursuant to Section 6(a)(ii), or is terminated by Executive for Good ReasonReason pursuant to Section 6(b)(i), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (x) Executive shall be entitled to receive the Accrued Obligations and (y) if Executive (1) executes on or before the Release Expiration Date (as defined below), and does not revoke within the time provided by the Company to do so, a release of all claims in a form acceptable to the Company (which shall be substantially in the form of release attached hereto as Exhibit A) (the “Release”); and (2) abides by Executive’s continuing obligations under Sections 8, 9 and 10, then: (iA) The Company shall pay to Executive his a single lump sum cash payment (the “Severance Payment”) on the Company’s first regularly scheduled pay date that is on or after the 60th day following the Termination Date an amount equal to (x) if such termination occurs at any time other than within the Change in Control Period (as defined below), 150% of the sum of Executive’s Base SalarySalary and Target Bonus, in each case, as in effect as of the Termination Date and (y) if such termination occurs within 24 months following a Change in Control (the “Change in Control Period”), 300% of the sum of Executive’s Base Salary and Target Bonus, in each case, as in effect as of the Termination Date; (B) Except as otherwise provided in this Section 6(d)(ii)(B), all outstanding unvested LTIP awards granted to Executive prior to the Termination Date shall immediately become fully vested as of the Termination Date; provided, however, that if any such LTIP awards are subject to a performance requirement (other than continued service by Executive) that has not been satisfied and certified by the Board (or a committee thereof) as of the Termination Date, then only a pro rata portion of such LTIP awards shall become fully vested upon satisfaction of such performance requirement (other than continued service by Executive) and certification thereof by the Board (or a committee thereof), which pro rata portion shall be (i) equal to a fraction, the numerator of which is the number of days during the applicable performance period immediately prior to the Termination Date and the denominator of which is the total number of days during such performance period and (ii) vested and paid no later than the 15th day of the third calendar month following the last day of the applicable performance period; (C) Executive will be entitled to receive a pro rata portion of the Annual Incentive Award for purposes the Bonus Year in which the Termination Date occurs, which shall be paid upon satisfaction of this Section 8(athe Company performance goals (other than continued service by Executive) for the applicable Bonus Year and certification thereof by the Board (or a committee thereof), which pro rata portion shall never be less (i) equal to a fraction, the numerator of which is the number of days during the applicable Bonus Year immediately prior to the Termination Date and the denominator of which is the total number of days during such performance period and (ii) paid no later than $1,000,000the 15th day of the third calendar month following the last day of the applicable Bonus Year; (D) If Executive timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), then: (1) the Company shall reimburse Executive for the difference between the monthly amount Executive pays to effect and unused vacation continue such coverage for himself and his spouse and eligible dependents, if any (the “Monthly Premium Payment”) and the monthly employee contribution amount that active similarly situated employees of the Company pay accrued for the same or prorated through the Date of Termination similar coverage under such group health plans (togethersuch difference, the “Final CompensationMonthly Reimbursement Amount”). Each such reimbursement payment shall be paid to Executive on the Company’s first regularly scheduled pay date in the month immediately following the month in which Executive timely remits the Monthly Premium Payment. Executive shall be eligible to receive such reimbursement payments until the earlier of: (x) the date Executive is no longer eligible to receive COBRA continuation coverage; and (y) the date on which Executive becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Executive); provided, however, that Executive acknowledges and agrees that (i) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain Executive’s sole responsibility, and the Company will assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (ii) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to section 2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the “PPACA”) and (iii) if payment of a Monthly Reimbursement Amount cannot be provided to Executive without subjecting the Company to sanctions imposed pursuant to section 2716 of the PPACA, then the Company shall reimburse pay Executive a lump sum cash payment equal to the value of such continuation coverage; and (2) On and after the date Executive is no longer eligible to receive COBRA continuation coverage (the “COBRA End Date”), if Executive has not become eligible to receive coverage under a group health plan sponsored by another employer during the period beginning on the Termination Date and ending on the COBRA End Date, then the Company shall pay to Executive a lump sum cash payment on the Company’s first regularly scheduled pay date following the COBRA End Date equal to the product of (x) the Monthly Reimbursement Amount and (y) (A) if such termination does not occur within the Change in Control Period, six and (B) if such termination occurs within the Change in Control Period, 18; (E) For the 12-month period beginning on the Termination Date, or until Executive begins other full-time employment with a new employer, whichever occurs first, Executive shall be entitled to receive outplacement services that are directly related to the termination of Executive’s employment and are provided by a nationally prominent executive outplacement services firm, selected by mutual agreement of Executive and the Company and paid by the Company; provided, however, that the total amount of the expenses paid by the Company pursuant to this Section 6(d)(ii)(E) shall not exceed $50,000, and all amounts paid under this Section 6(d)(ii)(E) shall be paid by the last day of the second calendar year following the calendar year in which the Termination Date occurs; and (F) If Executive notifies the Company in writing within 10 business days following the Termination Date that Executive desires for the title of the automobile provided to Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employment. The Final Compensation shall be paid in a lump sum transferred to Executive, then the Company shall, as soon as reasonably practicable following after its receipt of such notice from Executive, take all necessary actions to transfer the Date title of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination. (ii) The Company shall continue (1) such automobile to pay to Executive his Base Salary, as defined by Section 8(a)(i), for the remainder of the initial Employment Period, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of TerminationExecutive’s name; provided, however, that Executive acknowledges that if Executive or his dependents cannot continue elects for such title to participate in the Company plans and programs providing these benefitsbe transferred, the Company shall arrange to provide Executive and his dependents with will treat the economic equivalent value of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate automobile on the date or dates of such title transfer as imputed income to Executive receives equivalent coverage and benefitstake all necessary actions to satisfy its tax withholding obligations with respect to such income, without waiting period or pre-existing condition limitationsincluding withholding all applicable federal, under the plans state, local, payroll and programs of a subsequent employer. Notwithstanding anything other taxes required to the contrary in this Section 8(a)(ii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Companywithheld with respect to such income from Executive’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end of the initial Employment Periodcash Severance Payment. (iii) The Executive shall be entitled to continued use of any available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through the end of the initial Employment Period.

Termination by the Company Without Cause or by Executive for Good Reason. If In the event that Executive’s employment is terminated (i) by the Company without Cause or (ii) by Executive for Good Reason, Executive shall be entitled only to the following: (i) The Company shall pay to Executive his Base Salary, which for purposes of this those items identified in Section 8(a) shall never be less than $1,000,000, and unused vacation pay accrued or prorated through the Date of Termination (together, the “Final Compensation”) and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employment. The Final Compensation shall be paid in a lump sum as soon as practicable following the Date of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination.4(a); (ii) The Company shall continue (1) to pay to Executive his Base Salary, as defined by Section 8(a)(i), for the remainder of the initial Employment Period, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans is eligible for and programs providing these benefitstimely elects COBRA Continuation Coverage, the Company shall arrange to provide will pay the monthly premiums for the level of coverage Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate maintained on the date or dates of termination through the COBRA Payment End Date, provided that if during the period Executive receives equivalent is receiving this benefit, Executive obtains new employment and becomes eligible for coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii), the aggregate value (as the same would be determined under Section 280G any group benefits plan of the Code) new employer, Executive shall promptly notify the Company in writing of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”)such eligibility; accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end of the initial Employment Period.and (iii) The Executive an amount equal to (x) 100% of Executive’s base salary as of the date of Executive’s termination of employment and (y) 100% of Executive’s target incentive opportunity under the United Rentals, Inc. Annual Incentive Compensation Plan or any successor plan thereto, as it may be amended from time to time, calculated based on Executive’s base salary as of the date of Executive’s termination of employment, which, subject to Section 7, shall be entitled payable during the twelve (12) month period following the date of termination every two (2) weeks in installments equal to continued use 1/26th of any available Company-provided aircraft for personal travel in accordance such amount, provided, however, that the first payment shall be on the pay day coinciding with Section 5(b)(iior next following the sixtieth (60th) (day after the usage date of which termination, and such payment shall not be unreasonably withheld) through equal to the end amounts that would have been paid had payments begun immediately after the date of the initial Employment Periodtermination.

Termination by the Company Without Cause or by Executive for Good Reason. If Executive’s employment is terminated at any time during the Term by the Company without Cause or by Executive for Good Reason, subject to Section 10(d) of this Agreement, Executive shall be entitled to: (i) The Company shall pay to Executive his (A) within ten (10) days following such termination, (i) payment of Executive’s accrued and unpaid Base Salary, which (ii) payment for purposes any accrued but unused vacation days, (iii) payment of any earned but unpaid Annual Bonus with respect to the year prior to the year of termination and (iv) reimbursement of expenses under Section 8 of this Agreement, in each case of (i) through (iv), accrued through the date of termination and (B) all other accrued amounts or accrued benefits due to Executive in accordance with the Company’s benefit plans, programs or policies (other than severance); (ii) if the termination occurs prior to a Change in Control or more than two years after a Change in Control, an amount equal to the sum of (A) twelve (12) months of Executive’s Base Salary as in effect immediately prior to Executive’s date of termination and (B) Executive’s Target Bonus Opportunity for the year of termination, which sum shall be payable during the twelve (12) month period commencing on the date of termination (the “Severance Period”) in substantially equal installments in accordance with the Company’s regular payroll practices as in effect from time to time, provided, that the first payment pursuant to this Section 8(a10(a)(ii) shall never be less than $1,000,000made on the payment date (“Payment Date”) determined as (A) the next regularly scheduled payroll date following the second business day after the Release as set forth in Section 10(d) becomes effective and irrevocable (B) unless the sixty (60) day period following the Executive’s termination spans two calendar years in which event on the next regularly scheduled payroll date following the later of (i) the second business day after the Release becomes effective and irrevocable and (ii) the second business day of the second calendar year in such sixty (60) day period, and unused vacation pay accrued in all events payments shall include payment of any amounts that would otherwise be due prior to the Payment Date; and (iii) if the termination occurs on or prorated within two years after a Change in Control, an amount equal to the sum of (A) twenty-four (24) months of Executive’s Base Salary as in effect immediately prior to Executive’s date of termination and (B) two times the Executive’s Target Bonus Opportunity for the year of termination, which sum shall be payable in a lump sum on the Payment Date; and (iv) an amount equal to the pro-rata portion of Executive’s Annual Bonus for the year of termination, based on the number of days the Executive is employed during such year and based on objective actual performance through the date of termination (or the end of the month preceding such termination if such performance is generally determined as of the end of the month), payable in a lump-sum on the Payment Date (“Pro-rata Bonus”); and (v) a lump sum payment on the Payment Date equivalent to the amount the COBRA premium would be for Executive for the health coverage Executive had prior to the termination (for Executive and his family to the extent applicable) multiplied by (A) twelve (12) if the termination of Termination employment occurs prior to a Change in Control or more than two years after a Change in Control or (togetherB) twenty four (24) if the termination of employment occurs on or within two years following a Change in Control. Executive may but is not required to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, the as amended (“Final CompensationCOBRA”) to receive the payment in this Section 10(a)(v); and (vi) options and shall reimburse Executive pursuant to Section 5(brestricted stock units granted under the Company’s 2018 Omnibus Incentive Plan or any other equity plan or program that would otherwise vest during the twelve (12) for reasonable business expenses incurred but not paid prior to months following such termination of employment will vest in full immediately upon such termination of employment. The Final Compensation shall be paid in a lump sum as soon as practicable following the Date of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination.; and (iivii) The Company shall continue (1) to pay to Executive his Base Salary, as defined by Section 8(a)(i), for the remainder of the initial Employment Period, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive performance restricted stock units granted under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide 2018 Omnibus Incentive Plan or any other equity plan or program will vest based on actual performance through the Continued Benefits shall cease once such value date of Executive’s termination of employment and projected performance from the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end immediately after Executive’s termination of the initial Employment Period. (iii) The Executive shall be entitled to continued use of any available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) employment through the end of the initial Employment Periodapplicable performance period based on the then current operating budget of the Company (last previously approved by the Board prior to the Executive’s termination of employment and after consultation with the then current Chief Executive Officer of the Company), with the Shares earned pursuant to such performance restricted stock units prorated based on the number of days the Executive would have been employed during the performance period if the Executive had remained employed through the first anniversary of the termination of his employment in comparison to the total number of days in the performance period.

Termination by the Company Without Cause or by Executive for Good Reason. If In the event that Executive’s employment is terminated (i) by the Company without Cause or (ii) by Executive for Good Reason, Executive shall be entitled only to the following: (i) The those items identified in Section 4(a); (ii) if Executive timely elects COBRA continuation coverage, the Company will pay through the COBRA Payment End Date (as defined above) 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; (iii) an amount equal to 180% of Executive’s 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 (the “Severance Pay”); provided, however, that the first payment shall be on the pay to Executive his Base Salary, which for purposes day coinciding with or next following the sixtieth (60th) day after the date of this Section 8(a) shall never be less than $1,000,000termination, and unused vacation pay accrued or prorated through such payment shall be equal to the Date amounts that would have been paid had payments begun immediately after the date of Termination termination. Notwithstanding the foregoing, if necessary to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (togetherthe “Code”), and applicable administrative guidance and regulations, the “Final Compensation”payment of the Severance Pay such sums shall be made as follows: (A) and no payments shall reimburse Executive pursuant be made for a six-month period following the date of termination, (B) an amount equal to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination six months of employment. The Final Compensation Severance Pay shall be paid in a lump sum as soon as practicable six months and one day following the Date date of Terminationtermination with interest at the applicable federal rate pursuant to Section 1274 of the Code, but in no event later than two and a half (C) during the period beginning six months and one day following the end date of the taxable year including the Date of Termination. (ii) The Company shall continue (1) to pay to Executive his Base Salary, as defined by Section 8(a)(i), for termination through the remainder of the initial Employment Period12-month period, and (2) maintain in full force and effect, for the continued benefit payment of the Executive Severance Pay shall be made in accordance with the Company’s normal payroll practices; and (iv) outplacement assistance, subject to and his eligible dependents, for as limited by the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end of the initial Employment Periodagreement with its third party outplacement provider. (iii) The Executive shall be entitled to continued use of any available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through the end of the initial Employment Period.

Termination by the Company Without Cause or by Executive for Good Reason. If (a) Subject to Section 6.2, in the event that the Company terminates the Executive’s employment is terminated by the Company without Cause (which shall include a termination at the end of the Term of Employment by reason of the Company’s non-renewal of the Agreement pursuant to Section 3), or by if the Executive terminates her employment for Good ReasonReason in accordance with Section 6.1(c) below, the Executive shall only be entitled to: (i) The Company shall pay to Executive his the continuation of the Annual Base Salary, which for purposes Salary at the rate then in effect (as provided in Section 5.1 of this Agreement) on the Date of Termination for a period of twelve (12) months commencing on such Date of Termination (the “Section 8(a6.1 Severance Period”); (ii) shall never be less than $1,000,000subject to the provisions of Section 5.2, and unused vacation pay accrued or prorated a portion of the Annual Incentive for the year in which the Date of Termination occurs, determined by dividing the number of days in the calendar year through the Date of Termination by three hundred sixty-five (together, the “Final Compensation”365) and shall reimburse multiplying such fraction by the Annual Incentive which the Compensation Committee in good faith determines Executive pursuant would have earned if she had remained employed by the Company for the entire calendar year, taking into account the Executive’s length of service and contribution towards the Company’s business during the year in which the Date of Termination occurs; (iii) any Annual Base Salary accrued to Section 5(b) for reasonable business expenses incurred the Date of Termination, and any Annual Incentive relating to a prior year actually earned but not yet paid prior to such termination as of employment. The Final Compensation shall be paid in a lump sum the Date of Termination; (iv) reimbursement for all expenses (under Section 5.5 of this Agreement) incurred as soon as practicable following of the Date of Termination, but in no event later than two and a half months following the end not yet paid as of the taxable year including the Date of Termination.; (ii) The Company shall continue (1v) to pay to Executive his Base Salarythe extent applicable, and as defined so permitted by Section 8(a)(i)applicable law, for the remainder continuation of the initial Employment Period, and Executive’s welfare benefits (2as described in Section 5.4 of this Agreement) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect on the Date of Termination during the Section 6.1 Severance Period or beyond as the law requires, and upon substantially any other compensation and benefits as may be provided in accordance with the terms and provisions of applicable plans and programs, if any, generally applicable to executives of the Company or specifically applicable to the Executive; provided, that, that the Company shall provide the Executive with group health continuation coverage for the Executive and her dependents during such Section 6.1 Severance Period on the same terms and conditions as applicable to active employees, and such period of coverage shall run concurrently with the COBRA continuation coverage period; provided further, that, in the event that the Executive becomes eligible for comparable group health coverage provided by a subsequent employer, the coverage provided pursuant to this Section 6.1(a)(v) shall cease; (vi) such rights as the Executive may have under any other written agreement between the Company and the Executive which is currently in effect or under any employee benefit plan or program of the Company (including without limitation contributions required by Executive rights to equity compensation). (b) Subject to Section 6.6, the amounts owed under Section 6.1(a)(i) shall be payable in equal bi-weekly installments from the Date of Termination through the expiration of the Section 6.1 Severance Period. Each such installment shall be treated as a separate payment for such benefitspurposes of Section 409A of the Code. The amounts owed under Section 6.1(a)(ii) shall be payable, if at all, at the same time as existed immediately prior to the Annual Incentive normally would be paid under Section 5.2 for the calendar year in which the Date of Termination occurs. The amounts owed under Section 6.1(a)(iii) shall be paid within fifteen (15) days of the Date of Termination; provided. The amounts owed under Section 6.1(a)(iv), that if Executive or his dependents cannot continue to participate unless otherwise expressly specified herein, shall be paid in accordance with the plan, programs, policies and procedures of the Company in effect at the time the applicable expenses are incurred. The amounts owed under Section 6.1(a)(v) shall be payable in accordance with the terms of the applicable plans and programs providing these benefitsprograms. The amounts owed under Section 6.1(a)(vi) shall be paid in accordance with the applicable agreements, plans, and programs. (c) Upon thirty (30) days’ prior written notice to the Board, the Company Executive may terminate her employment under this Agreement for Good Reason and such notification shall arrange to provide specify the act, or acts, on the basis of which the Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”)has found Good Reason, provided, that such Continued Benefits shall terminate on notice must be provided by the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii), Board no later than ninety (90) days following the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the CompanyExecutive’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end knowledge of the initial Employment Period. existence of the circumstances that constitute Good Reason. The Board shall then be provided the opportunity, within thirty (iii30) The days of its receipt of such notification, to meet with the Executive to discuss such act or acts. If the Executive does not rescind her termination of employment at such meeting, the Executive’s employment by the Company shall be terminated for Good Reason pursuant to this Section 6.1, and the Executive shall be entitled to continued use of any available Company-receive the benefits provided aircraft for personal travel in accordance with under Section 5(b)(ii6.1(a) (the usage of which shall not be unreasonably withheld) through the end of the initial Employment Periodhereof.

Termination by the Company Without Cause or by Executive for Good Reason. If (x) Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or by (y) Executive for terminates employment with Good Reason, then Executive will receive the amounts set forth in Section 5(a) and, on the condition that the Executive signs a separation agreement containing a separation agreement and plenary release of claims in substantially the form attached as Exhibit C hereto, which such plenary release becomes final, binding and irrevocable within 30 days after the Date of Termination, the Executive shall also be entitled to receive the following from the Company: (i) The Company shall pay An amount equal to Executive his the sum of (A) the Executive’s annualized Base SalarySalary then in effect; and (B) 100% of the annual Target Bonus then in effect (both determined without regard to any reduction in such Base Salary constituting Good Reason), which for purposes payable in equal installments in accordance with the Company’s regular payroll schedule, from the Date of this Section 8(a) shall never be less than $1,000,000, and unused vacation pay accrued or prorated through Termination to the date that is 12 months after the Date of Termination (together, the “Final CompensationSeverance Period”); provided, however, that each installment payable before the plenary release becomes final, binding and irrevocable shall not be paid to the Executive until such plenary release becomes final, binding and irrevocable (at which time all such amounts that would have been paid but for the delay described in this clause (i) and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employment. The Final Compensation shall be paid in a lump sum as soon as practicable following the Date of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination.paid); (ii) The During the Severance Period, if Executive elects to continue Company medical benefits through the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall continue (1) to pay to reimburse the Executive his Base Salary, as defined by Section 8(a)(i), for the remainder out-of-pocket cost of the initial Employment Periodcontinuing medical benefits, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially on the same terms and conditions (including without limitation contributions required by Executive as such benefits are provided to active employees of the Company, for such benefitsup to 12 months. Company’s obligation under this Section 5(b)(ii) as existed immediately prior shall terminate to the Date of Termination; provided, extent that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs substantially similar coverage (the “Continued Benefits”), provided, that such Continued Benefits shall terminate determined on the date or dates Executive receives equivalent coverage and benefits, without waiting period or prea benefit-existing condition limitations, under the plans and programs of by-benefit basis) is provided by a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end of the initial Employment Period.; (iii) The Notwithstanding the foregoing, if Executive engages in a material breach of any provision of this Agreement or the Confidentiality Agreement during the Severance Period (or the period applicable to such obligation, if shorter or longer), and such breach is not cured within five business days after receipt from the Company of notice thereof, then the Company’s continuing obligations under this Section 5(b) shall cease as of the date of the breach and the Executive shall be entitled to continued use of any available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through the end of the initial Employment Periodno further payments hereunder.

Termination by the Company Without Cause or by Executive for Good Reason. If Executive’s employment is terminated by Except as provided in Section 6(d), if the Company terminates the Executive's employment without Cause pursuant to Section 5(b), or by the Executive terminates her employment for Good ReasonReason pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the following: (i) The Company shall pay to Executive his continued payment of her Base Salary, which for purposes of this Section 8(a) shall never be less than $1,000,000, and unused vacation pay accrued or prorated through at the Date of Termination (together, the “Final Compensation”) and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination rate in effect on her last day of employment, for a period of twelve (12) months (the "Severance Payment"). The Final Compensation Severance Payment shall be paid in approximately equal installments on the Company's regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive's life, health and disability insurance coverage during the twelve (12) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive's employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twelve (12) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of her employment in any unvested portion of any stock option and any restricted stock previously issued to the Executive by the Company Group; and (iv) a lump sum as soon as practicable following bonus equal to the Date greater of Termination(x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive's employment if shorter), but in no event later than two and a half months (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the taxable fiscal year including the Date of Termination. (ii) The Company shall continue (1) to pay to Executive his Base Salary, as defined by Section 8(a)(i), for the remainder in which such termination occurs. None of the initial Employment Period, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary described in this Section 8(a)(ii)6(c) will be payable unless the Executive has signed a general release which has become irrevocable, satisfactory to the aggregate value (as Company in the same would be determined under Section 280G reasonable exercise of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordinglyits discretion, releasing the Company’s obligation to provide , its affiliates, including the Continued Benefits shall cease once such value of the Continued Benefits that have been provided REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end Executive's employment or termination of the initial Employment Periodemployment. (iii) The Executive shall be entitled to continued use of any available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through the end of the initial Employment Period.

Termination by the Company Without Cause or by Executive for Good Reason. If Executive’s employment is terminated at any time during the Term by the Company without Cause or by Executive for Good Reason, subject to Section 12(c) of this Agreement, Executive shall be entitled to: (i) The Company shall pay (A) within thirty (30) days following such termination, (i) payment of Executive’s accrued and unpaid Base Salary and (ii) reimbursement of expenses under Section 8 of this Agreement, in each case of (i) and (ii), accrued through the date of termination and (B) all other accrued amounts or accrued benefits due to Executive his Base Salaryin accordance with the Company’s benefit plans, which for purposes of this Section 8(a) shall never be less programs or policies (other than $1,000,000, and unused vacation pay accrued or prorated through the Date of Termination (together, the “Final Compensation”) and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employment. The Final Compensation shall be paid in a lump sum as soon as practicable following the Date of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination.severance); and (ii) The Company shall continue an amount equal to, (1A) if such termination of employment occurs prior to pay to Executive December 31, 2014, $750,000 or (B) if such termination of employment occurs on or after December 31, 2014, his Base Salary, Salary as defined by Section 8(a)(i), for the remainder of the initial Employment Period, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating effect immediately prior to Executive’s date of termination, which amount shall, in each case of (A) or (B), be (x) payable during the Date twelve (12) months commencing on the date of Termination, at termination (the level “Severance Period”) in substantially equal installments in accordance with the Company’s regular payroll practices as in effect from time to time and upon substantially the same terms and conditions (including without limitation contributions required y) reduced by an amount equivalent to any compensation earned by Executive for such benefitsfrom other employment with, or from consulting for, any other person or entity, who would not be considered a single employer with the Company under Section 414(b) or Section 414(c) of the Internal Revenue Code of 1986, as existed immediately prior amended (the “Code”), during the Severance Period (and which earnings must be promptly reported to the Date of TerminationCompany by Executive); provided, that if Executive or his dependents cannot continue the first payment pursuant to participate in the Company plans and programs providing these benefits, the Company this Section 12(a)(ii) shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate be made on the next regularly scheduled payroll date or dates Executive receives equivalent coverage following the sixtieth (60th) day after Executive’s termination and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end of the initial Employment Period. (iii) The Executive shall be entitled to continued use include payment of any available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not amounts that would otherwise be unreasonably withheld) through the end of the initial Employment Perioddue prior thereto.

Termination by the Company Without Cause or by Executive for Good Reason. If Executive’s employment is by the Company shall be terminated by the Company without Cause (other than on account of Executive’s Disability or death) or by Executive for Good Reason: (i, then, subject to Section 14(f) The Company shall pay to Executive his Base Salary, which for purposes of this Section 8(a) shall never be less than $1,000,000Agreement, and unused vacation pay accrued or prorated through the Date of Termination (together, the “Final Compensation”) and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employment. The Final Compensation shall be paid in a lump sum as soon as practicable following the Date of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination. (ii) The Company shall continue (1) to pay to Executive his Base Salary, as defined by Section 8(a)(i), for the remainder of the initial Employment Period, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end of the initial Employment Period. (iii) The Executive shall be entitled to continued use the benefits provided in this Section 8(d): (i) the Accrued Compensation; (ii) the Pro-Rata Bonus; (iii) in lieu of any available Companyfurther Base Salary or other compensation and benefits for periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 9(c)), equal to two (2) times the sum of (A) Executive’s Base Salary and (B) the Target Bonus; and (iv) accelerated vesting, non-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through the end forfeitability and exercisability, as of the initial Employment Periodtermination date, of the Initial RSUs, the Initial Stock Options and, solely to the extent provided for in the applicable award agreement, the Initial PSUs; (v) continued coverage under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination for two (2) years following such termination on the same basis as active employees, which such two year period shall run concurrently with the COBRA period, and which coverage shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible. Notwithstanding the above, in the event such continued coverage, by reason of change in the applicable law, may, in the Company’s reasonable view, result in tax or other penalties on the Company, this provision shall terminate and the parties shall, in good faith, negotiate for a substitute provision that provides substantially similar benefit to Executive but does not result in such tax or other penalties.

Termination by the Company Without Cause or by Executive for Good Reason. If In the event that Executive’s employment is terminated by the Company without Cause pursuant to Section 5(f) hereof or by Executive for Good ReasonReason pursuant to Section 5(d) hereof, the Company shall pay to Executive the following compensation and benefits in addition to the compensation and benefits provided for in Section 6(a) above: (i) The Company Executive shall pay be entitled to Executive be paid: (A) his Base SalarySalary at the rate in effect immediately prior to the effective date of termination on the Company’s regular pay days for a period of one (1) year from the effective date of termination as if his employment had continued until the end of such one (1) year period; and (B) an aggregate amount equal to one (1) times the Bonus Average, which for purposes of this Section 8(a) shall never be less than $1,000,000, and unused vacation pay accrued or prorated through the Date of Termination (together, the “Final Compensation”) and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employment. The Final Compensation shall be paid in a lump sum as soon as practicable following equal installments on the Date Company’s regular pay days over the course of Termination, but in no event later than two and a half twelve (12) months following from the end effective date of the taxable year including the Date of Terminationtermination. (ii) The Company shall continue (1) to pay to Executive his Base Salary, as defined by Section 8(a)(i), for the remainder of the initial Employment Period, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company immediately prior to the Date effective date of Terminationtermination for a period of one (1) year from the effective date of termination, at or until Executive becomes eligible for substantially equivalent employer-provided health insurance benefits from any other person or business entity, whichever occurs first. In the level event that participation in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for any such benefits) as existed immediately prior to the Date plan, program or arrangement of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefitsis prohibited, the Company shall will arrange to provide Executive and his dependents with the economic equivalent of such benefits substantially similar to those benefits which they otherwise Executive would have been entitled to receive under such plans and programs (the “Continued Benefits”)plan, program or arrangement for such period. provided, however, that such Continued Benefits if the Company terminates Executive’s employment without Cause or Executive terminates his employment with the Company for Good Reason within the one-year period preceding, or within the two-year period following, a “Change of Control”, Executive shall terminate on be paid the date or dates Executive receives equivalent coverage compensation and benefits, without waiting period or pre-existing condition limitations, under benefits provided for in Section 7 hereof rather than the plans compensation and programs of a subsequent employer. Notwithstanding anything to the contrary benefits provided for in this Section 8(a)(ii6(f), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end of the initial Employment Period. (iii) The Executive shall be entitled to continued use of any available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through the end of the initial Employment Period.

Termination by the Company Without Cause or by Executive for Good Reason. If this Agreement and Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason:Reason (as defined below) prior to the expiration of the Term (it being understood by the parties that termination upon death or by reason of Disability, which are addressed in Sections 7 and 8, respectively, shall not constitute a termination without Cause), then Executive shall be entitled to the following benefits; provided that the payments and benefits under Section 9(a)(i) and Section 9(a)(ii)(C) are subject to the execution by Executive of the Release attached hereto and made a part hereof (the “Release”) and the effectiveness of such Release. For all purposes under Section 8 and this Section 9, any payments due to Executive solely as a result of a termination of his employment that is not a “separation from service” shall be postponed until the occurrence of a “separation from service” (or such earlier permitted event) to the extent necessary to satisfy Section 409A of the Code. (i) The Company shall pay Commencing on the sixtieth (60th) day after Executive’s termination of employment, but contingent upon the execution and effectiveness of the Release attached hereto prior to Executive his Base Salary, which for purposes of this Section 8(a) shall never be less than $1,000,000such date, and unused vacation pay accrued or prorated through subject to Section 19(r) below, Executive shall be entitled to: (A) payment, in installments, ratably over twenty-four (24) months after such date (the Date “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, of Termination an amount equal to the greater of (togetherX) $9.5 million and (Y) the product of (x) two (2) multiplied by (y) the sum of (I) Executive’s Base Salary in effect as of the date of termination, and (II) the average of the Annual Incentive Payments paid in cash in respect of the two fiscal years prior to the date of Executive’s termination of employment (such greater amount, the “Final CompensationTermination Payment”) and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such ); provided that in the event of Executive’s termination of employment. The Final Compensation employment by Executive for Good Reason as a result of a Change of Control (that also constitutes a change in ownership of the Company or in the ownership of a substantial portion of the assets of the Company as provided in Section 409A(a)(2)(A)(v) of the Code) within two years following such Change of Control, the Termination Payment shall be paid made in a lump sum cash payment; payment, in installments over the Severance Period, in accordance with the Company’s normal payroll cycle and procedures, of an amount equal to financial planning benefits for two (2) years following his termination of employment; and (B) continuation of health insurance coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), including medical and dental coverage and excess disability and life insurance coverage during such COBRA period, in each case, on the same basis as soon as practicable following the Date of Termination, but in no event later than two and a half months following the end those benefits are generally made available to active Peer Executives. The Company’s portion of the cost of such coverage and the provision of the coverage itself will be borne/provided by the Company in a manner that does not adversely affect its medical plan or otherwise result in adverse tax consequences as determined in its sole discretion. Thereafter, the Company shall provide Executive with health insurance, excess disability and life insurance coverage that is reasonably comparable to the coverage provided to Peer Executives under such policies at such time, under insurance policies issued by the insurer(s) who then administer(s) or provide(s) the benefits under the applicable plans until his death (the “Retiree Benefits”), to the extent that the Company determines in its reasonable judgment that maintaining the Retiree Benefits would not adversely affect its medical plan or the benefits paid thereunder or would result in penalties under Public Health Service Act section 2716 (the “PHSA”) or related provisions of the Code or the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); provided, however, that, in the event the Company determines in its reasonable judgment that maintaining the Retiree Benefits would adversely affect its plan(s) or the benefits provided thereunder or result in penalties under the PHSA, the Code, ERISA or any other applicable law, then the Company may cease providing the Retiree Benefits to Executive and in lieu thereof agrees to pay Executive, on the first business day of each month, a monthly amount equal to the Company’s allocable portion of the cost of such Retiree Benefits. The Retiree Benefits will be provided in a manner exempt from or consistent with Code Section 409A, and to the extent such payments are taxable year to Executive, Executive shall be grossed up accordingly. Notwithstanding anything herein to the contrary, Executive’s right to the Retiree Benefits shall terminate as of (i) the date on which reasonably comparable health insurance is made available to Executive by a subsequent employer, including the Date Company, or through the employment of Terminationhis spouse, if any, or (ii) if Executive’s employment with the Company was terminated by Executive without Good Reason or due to Executive’s election not to extend the Term, in each case, the date on which Executive commences any employment, consulting, advisory, directorship, agency, promotional or independent contractor arrangement with any person or Entity (as defined below) (other than any such arrangement in which Executive serves solely as a non-executive director). For purposes of the foregoing sentence, Executive is required to send written notice of the terms and conditions of any such subsequent employment, consulting, advisory, directorship, agency, promotional or independent contractor arrangement and the corresponding benefits earned from any such employment, to the extent applicable, and shall provide, or cause to be provided, to the Company, in writing, correct, complete and timely information concerning the same to the extent reasonably requested by the Company. Continued coverage under COBRA and the Retiree Benefits will be subject to the terms of the relevant welfare plans and in accordance with the Company’s policies applicable to similarly situated employees, as amended from time to time. (ii) Except as otherwise provided for in this clause (ii), on the 60th day after Executive’s termination of employment, to the extent not theretofore paid or provided to Executive, Executive shall be entitled to: (A) any other accrued but unpaid Base Salary to the date of termination of employment; (B) any Annual Incentive Payments earned but unpaid for fiscal years ended prior to the year in which the date of termination occurs; (C) contingent upon the execution and effectiveness of the Release prior to the 60th day after Executive’s termination of employment, a pro rata portion of the Annual Incentive Payment, if any, for the fiscal year in which the termination of employment occurs, equal to the product of (x) the full Annual Incentive Payment amount that would otherwise be payable in respect of such year if Executive had remained employed through such year, if any, without any reduction due to individual performance factors, and (y) a fraction, the numerator of which is equal to the number of days elapsed in such fiscal year to the date of termination and the denominator of which is 365, with such incentive payment amount to be paid in the calendar year following the year in which Executive’s termination occurred at the time that the full Annual Incentive Payment amount would have been paid had Executive’s employment not been terminated, (D) to the extent applicable to Executive and to the extent provided under the terms of the Severance/Change in Control Policy (as defined below), if any outstanding cash incentive awards granted to Executive are eligible to become fully vested and payable solely contingent upon Executive’s continued employment hereunder and the passage of time, continued vesting of such awards, with payment of such awards to be made in accordance with the awards’ terms, notwithstanding Executive’s earlier termination of employment, (E) any unreimbursed business expenses incurred prior to the date of termination and to which Executive is entitled to be reimbursed pursuant to Section 5(f) and (F) other amounts or accrued benefits required to be paid or provided or which Executive is eligible to receive (whether on such 60th day or thereafter) under any employee benefit plan, program, policy or practice or contract or agreement of the Company (all of such other amounts and benefits referred to in this Section 9(a)(ii) shall be referred to in this Agreement as the “Other Benefits”). For the avoidance of doubt, Executive shall not be a participant in that certain Company Severance/Change in Control Policy as amended and restated effective as of September 24, 2007 and amended by Amendment No. 1 thereto, as it may be further amended from time to time (the “Severance/ Change in Control Policy”). b. In the event that there is an alleged material breach by Executive of any continuing obligations under Section 14 or Section 16 of this Agreement or the Release, any unpaid amounts under this Section 9 shall be suspended until such time as there has been a final determination made by the appropriate tribunal that Executive has in fact materially breached any provision of such section, at which time any right to further payment shall be forfeited. The Company shall continue (1) only implement a payment suspension following written notice of such breach and providing Executive a period of at least 30 days following such written notice to pay to Executive his Base Salary, cure the material breach. Any payments or reimbursements under this Section 9 shall not be deemed the continuation of Executive’s employment for any purpose. Except as defined by Section 8(a)(i), for the remainder of the initial Employment Period, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate specifically enumerated in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordinglyRelease, the Company’s obligation payment obligations under this Section 9 will not negate or reduce (i) any amounts otherwise due but not yet paid to provide Executive by the Continued Benefits shall cease once such value of the Continued Benefits that have been provided Company, (ii) any other amounts payable to the Executive and/or his dependents reaches the Aggregate Capoutside this Agreement, even if such date occurs prior to the end of the initial Employment Period. (iii) The compensation and benefits under any other plan or agreement covering Executive or Executive’s beneficiaries, which shall be entitled governed by the terms of such plan or agreement or (iv) any rights to continued use indemnification set forth in this Agreement or otherwise. c. For purposes of this Agreement, “Good Reason” shall mean, (i) the consummation of a Change of Control or, any available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through the end of the initial Employment Period.following without Executive’s consent:

Termination by the Company Without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) The the Company shall pay to Executive his Base Salary, which for purposes of this Section 8(a) shall never be less than $1,000,000, Performance Bonus and unused vacation pay accrued or prorated through the Date of Termination (togetherTermination, the “Final Compensation”) and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employmentemployment (together, “Final Compensation”). The Final Compensation shall be paid in a lump sum as soon as practicable following the Date of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination.; (ii) The in the event that Executive terminates employment prior to receiving his 2010 Performance Bonus, he shall be eligible to earn and receive his 2010 Performance Bonus as if he was employed through December 31, 2010; (iii) provided Executive signs and returns a timely and effective Release of Claims, thirty days following the Date of Termination, the Company shall continue (1) to pay to Executive his Base Salarya lump-sum cash payment equal to four million five hundred thousand dollars ($4,500,000); (iv) provided Executive signs and returns a timely and effective Release of Claims, as defined by Section 8(a)(i), for the remainder of the initial Employment Period, and (2) Company shall maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for a period of three (3) years following the remainder Date of the initial Employment Period Termination the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii8(a)(iii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end three (3)-year anniversary of the initial Employment Period.Date of Termination; and (iiiv) The Executive in the event that Executive’s termination of employment occurs prior to the expiration of the 30-day period described in Section 5(f)(i)(1), the rights described in Section 5(f)(i)(1) shall continue to apply and be entitled to continued use of any made available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through until the end of the initial Employment Periodsuch 30-day period.

Termination by the Company Without Cause or by Executive for Good Reason. If Executive’s employment is terminated by Except as provided in Section 6(d), if the Company terminates the Executive's employment without Cause pursuant to Section 5(b), or by the Executive terminates his employment for Good ReasonReason pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the following: (i) The Company shall pay to Executive continued payment of his Base Salary, which for purposes of this Section 8(a) shall never be less than $1,000,000, and unused vacation pay accrued or prorated through at the Date of Termination (together, the “Final Compensation”) and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination rate in effect on his last day of employment, for a period of twenty-four (24) months (the "Severance Payment"). The Final Compensation Severance Payment shall be paid in approximately equal installments on the Company's regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive's life, health and disability insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive's employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any stock option and any restricted stock previously issued to the Executive by the Company Group; and (iv) a lump sum as soon as practicable following bonus equal to the Date greater of Termination(x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive's employment if shorter), but in no event later than two and a half months (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the taxable fiscal year including the Date of Termination. (ii) The Company shall continue (1) to pay to Executive his Base Salary, as defined by Section 8(a)(i), for the remainder in which such termination occurs. None of the initial Employment Period, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary described in this Section 8(a)(ii)6(c) will be payable unless the Executive has signed a general release which has become irrevocable, satisfactory to the aggregate value (as Company in the same would be determined under Section 280G reasonable exercise of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordinglyits discretion, releasing the Company’s obligation to provide , its affiliates, including the Continued Benefits shall cease once such value of the Continued Benefits that have been provided REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end Executive's employment or termination of the initial Employment Periodemployment. (iii) The Executive shall be entitled to continued use of any available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through the end of the initial Employment Period.

Termination by the Company Without Cause or by Executive for Good Reason. If (1) This Agreement may be terminated: (i) by the Executive for Good Reason (as defined below) and (ii) by the Company without Cause. (2) In the event this Agreement is terminated by the Executive for Good Reason or by the Company without Cause, the Executive shall be entitled to the following: (A) any accrued but unpaid Base Salary for services rendered to the date of termination; (B) any accrued but unpaid expenses required to be reimbursed under this Agreement; (C) if 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 Initial Term are met; (D) a payment equal to severance amount indicated on the Schedule (the “Severance Amount”); and (E) any benefits (except perquisites) to which 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 “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)). (3) In the event of a termination without Cause, but not in the event of a termination for Good Reason, Executive shall also be entitled to any accrued but unpaid commissions earned by Executive under this Agreement and pursuant to the terms described in Section 4(c). (4) In the event of a termination for Good Reason or without Cause, the payment of the Severance Amount shall be made at the same times as the Company pays compensation to its employees over the applicable monthly period and any other payments owed under Section 6(c) shall be promptly paid. Provided, however, that any balance of the Severance Amount remaining due on the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)) after the end of the tax year in which the Executive’s employment is terminated by or the Term ends shall be paid on the last day of 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 form attached hereto as Exhibit B, with such revisions as counsel to the Company without Cause deems necessary) which releases the Company or by Executive for Good Reason: any of its affiliates (iincluding its officers, directors and their affiliates) The from any liability under this Agreement or related to the Executive’s employment with the Company shall pay to Executive his Base Salary, which for purposes provided that (x) the payment of this Section 8(a) shall never be less than $1,000,000, and unused vacation pay accrued the Severance Amount is made on or prorated through before the Date of Termination (together, 90th day following the “Final Compensation”) and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such Executive’s termination of employment. The Final Compensation shall be paid in a lump sum as soon as practicable following ; (y) such Agreement and General Release is executed by the Date of TerminationExecutive, but in no event later than two and a half months following submitted to the end of the taxable year including the Date of Termination. (ii) The Company shall continue (1) to pay to Executive his Base Salary, as defined by Section 8(a)(i), for the remainder of the initial Employment PeriodCompany, and (2) maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization insurance programs in statutory period during which the Executive is entitled to revoke the Agreement and his dependents were participating immediately prior to the Date of Termination, at the level in effect General Release under applicable law has expired on or before that 90th day; and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefitsz) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans event that the 90 day period begins in one taxable year and programs providing these benefitsends in a second taxable year, then the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii), the aggregate value (as the same would be determined under Section 280G payment of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the end of the initial Employment Period. (iii) The Executive Severance Amount shall be entitled to continued use of any available Company-provided aircraft for personal travel made in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through the end of the initial Employment Periodsecond taxable year.

Termination by the Company Without Cause or by Executive for Good Reason. If Executive’s employment is by the Company shall be terminated by the Company without Cause or by Executive for Good Reason:Reason (other than as provided in Section 8(e)), then, subject to Section 16(d) hereof, Executive shall be entitled to the benefits provided in this Section 8(c). (i1) The Company shall pay to Executive his Base Salary, which for purposes any Accrued Compensation; (2) The Company shall pay to Executive any bonus earned but unpaid in respect of this Section 8(aany fiscal year preceding the termination date within sixty (60) days following the termination date; (3) The Company shall never be less than $1,000,000, and unused vacation pay accrued or prorated through the Date of Termination (together, the “Final Compensation”) and shall reimburse to Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employment. The Final Compensation shall be paid in a lump sum as soon as practicable following within the Date time period set forth in Section 3(b), a pro rata bonus for the year in which Executive’s employment terminates based on actual performance through the termination date and the number of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination.days Executive was employed during such year; (ii4) The Company shall continue pay Executive as severance pay, in lieu of any further compensation (except as provided in this Section 8(c)) for the periods subsequent to the termination date, an amount in cash, equal to one (1) to pay to Executive his times Executive’s then-current Base Salary, paid in equal installments on the Company’s regular payroll dates during the twelve (12) month period following the date on which Executive executes a release in accordance with Section 16(d) hereof (the “Severance Period”); (5) Each unvested equity award held by Executive at the time of termination shall (i) vest as defined to the portion that would have vested had Executive remained employed by Section 8(a)(ithe Company through the first anniversary of the termination date and (ii) otherwise be governed by the terms of the applicable plan and/or award agreement; and (6) If Executive is participating in the Company’s group health insurance plans on the effective date of termination, and Executive timely elects and remains eligible for continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for the remainder of the initial Employment Periodor, and (2) maintain in full force and effectif applicable, for the continued benefit of the Executive and his eligible dependents, for the remainder of the initial Employment Period the medical and hospitalization state or local insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefitslaws, the Company shall arrange to provide Executive and his dependents with pay that portion of Executive’s premiums that the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(ii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs Company was paying prior to the end effective date of termination for the initial Employment PeriodSeverance Period or for the continuation period for which Executive is eligible, whichever is shorter. (iii) The Executive shall be entitled to continued use of any available Company-provided aircraft for personal travel in accordance with Section 5(b)(ii) (the usage of which shall not be unreasonably withheld) through the end of the initial Employment Period.