Common use of Termination in the Event of a Change in Control Clause in Contracts

Termination in the Event of a Change in Control. If the Executive’s employment terminates without Cause or for Good Reason so as to constitute, in either case, a separation from service for purposes of Code Section 409A in the year immediately following a Change in Control, then in addition to the benefits under Section 3(a) above and in lieu of the benefits provided in Section 3(b), the Executive shall be entitled to the following: (i) a pro-rata bonus for the fiscal year determined through the Date of Termination and calculated based on the target bonus for such fiscal year to be paid within 90 days after the Date of Termination; (ii) an amount equal to (A) three times (B) the sum of (I) the Executive’s base salary in effect immediately prior to the Date of Termination, and (II) the Executive’s target annual bonus; (iii) continued payment by the REIT for health insurance coverage for the Executive and the Executive’s spouse and dependents for 18 months, consistent with COBRA following the Date of Termination to the same extent that the REIT 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 and/or the REIT’s insurer refuses to continue coverage during the 18 month period, the REIT thereafter shall be obliged only to pay monthly to the Executive an amount which, after reduction for applicable income and employment taxes, is equal to the monthly COBRA premium for such insurance for the remainder of such severance period; and (iv) vesting as of the Date of Termination of 100% of all unvested time-based restricted stock awards and LTIP Units, to the extent permitted by law. The treatment of equity compensation awards that are not time based vesting (such as restricted stock which vests based on one or more performance metrics) granted after the effective date of this agreement will be specified in the individual grant agreements and/or the applicable plans covering such awards. ACTIVE/128953549.6 The cash amount due under this clause (e) shall be paid within 90 days after the date of Termination.

Termination in the Event of a Change in Control. If the Executive’s employment terminates without Cause or for Good Reason so as to constitute, in either case, a separation from service for purposes of Code Section 409A in the year immediately following a Change in ControlControl , then in addition to the benefits under Section 3(a) above and in lieu of the benefits provided in Section 3(b), the Executive shall be entitled to the following: (i) a pro-rata bonus for the fiscal year determined through the Date of Termination and calculated based on the target bonus for such fiscal year to be paid within 90 days after the Date of Termination; (ii) an amount equal to (A) three times (B) the sum of (I) the Executive’s base salary in effect immediately prior to the Date of Termination, and (II) the Executive’s target annual bonus; (iii) continued payment by the REIT for health insurance coverage for the Executive and the Executive’s spouse and dependents for 18 months, consistent with COBRA following the Date of Termination to the same extent that the REIT 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 and/or the REIT’s insurer refuses to continue coverage during the 18 month period, the REIT thereafter shall be obliged only to pay monthly to the Executive an amount which, after reduction for applicable income and employment taxes, is equal to the monthly COBRA premium for such insurance for the remainder of such severance period; and (iv) vesting as of the Date of Termination of 100% of all unvested time-based restricted stock awards and LTIP Units, to the extent permitted by law. The treatment of equity compensation awards that are not time based vesting (such as restricted stock which vests based on one or more performance metrics) granted after the effective date of this agreement will be specified in the individual grant agreements and/or the applicable plans covering such awards. ACTIVE/128953549.6 The cash amount due under this clause (e) shall be paid within 90 days after the date of Termination.

Termination in the Event of a Change in Control. If the Executive’s employment terminates without Cause or for Good Reason so as to constitute, in either case, a separation from service for purposes of Code Section 409A in the year immediately following a Change in Control, then in addition to the benefits under Section 3(a) above and in lieu of the benefits provided in Section 3(b), the Executive shall be entitled to the following: (i) a pro-rata bonus for the fiscal year determined through the Date of Termination and calculated based on the target bonus for such fiscal year to be paid within 90 days after the Date of Termination; (ii) an amount equal to (A) three one times (B) the sum of (I) the Executive’s base salary in effect immediately prior to the Date of Termination, and (II) the Executive’s target annual bonus; (iii) continued payment by the REIT for health insurance coverage for the Executive and the Executive’s spouse and dependents for 18 months, consistent with COBRA following the Date of Termination to the same extent that the REIT 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 and/or the REIT’s insurer refuses to continue coverage during the 18 month period, the REIT thereafter shall be obliged only to pay monthly to the Executive an amount which, after reduction for applicable income and employment taxes, is equal to the monthly COBRA premium for such insurance for the remainder of such severance period; and (iv) vesting as of the Date of Termination of 100% of all unvested time-based restricted stock awards and LTIP Units, to the extent permitted by law. The treatment of equity compensation awards that are not time based vesting (such as restricted stock which vests based on one or more performance metrics) granted after the effective date of this agreement will be specified in the individual grant agreements and/or the applicable plans covering such awards. ACTIVE/128953549.6 The cash amount due under this clause (e) shall be paid within 90 days after the date of Termination.

Termination in the Event of a Change in Control. If In the Executive’s employment terminates without Cause event of a consummation of a Change in Control of the Company, and if, upon such occurrence or for Good Reason so as to constitute, in either case, a separation from service for purposes within the period of Code Section 409A in the one (1) year immediately following such occurrence or three (3) months before a Change in Control, then in addition to the benefits under Section 3(a) above and in lieu of the benefits provided in Section 3(b), the Executive shall be entitled to the following: (i) a pro-rata bonus the Company terminates the Employee’s employment pursuant to Section 4.1(d) or the Employee resigns for the fiscal year determined through the Date of Termination Good Reason and calculated based on the target bonus for such fiscal year to be paid within 90 days after the Date of Termination; (ii) the Employee executes a Separation Agreement, then, subject to compliance with Sections 7, 8, and 9 below: (1) the Company shall pay Employee an amount equal to two (A2) three times (B) the sum of the Employee’s then-current base salary and Discretionary Bonus Target; (I2) the ExecutiveCompany shall pay the Employee an amount equal to any earned and accrued but unpaid Discretionary Bonus for the prior fiscal year which has not been previously paid; (3) all equity awards outstanding as of the Termination Date shall vest in full, except for performance awards for which the performance has not been achieved as of the Termination Date; (4) all performance awards outstanding as of the Termination Date for which performance has not been achieved shall be deemed earned as of the Termination Date at the greater of actual performance or target and shall vest on the Termination Date as to the number of shares earned; and (5) the Company shall continue to pay its share of the costs for Employee’s base salary coverage under the Company’s group health insurance plan for a period of twenty-four (24) months (the “Change in effect Control Severance Period”), provided Employee makes an effective COBRA election regarding group health insurance. Except as otherwise required under Section 13.2, all monetary payments referenced in this Section 6.2 shall be made in a lump sum on the first regularly scheduled payroll following the effective date of the Separation Agreement. If Employee obtains alternate group health insurance benefits during the Change in Control Severance Period, Employee shall immediately notify Company in writing and Company shall no longer be obligated to pay its share of the costs for continuing Employee’s coverage under the Company’s group health insurance plan. Notwithstanding the foregoing in the event the equity awards are not assumed or substituted and are cancelled in connection with a Change in Control without the substitution of a cash payment all equity awards shall vest in full immediately prior to the Date of Termination, and Change in Control (II) the Executive’s target annual bonus; (iii) continued payment by the REIT for health insurance coverage for the Executive and the Executive’s spouse performance awards shall be deemed vested and dependents for 18 months, consistent with COBRA following the Date of Termination earned as to the same extent that the REIT paid for such coverage immediately prior to the termination number 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 and/or the REIT’s insurer refuses to continue coverage during the 18 month period, the REIT thereafter shall be obliged only to pay monthly to the Executive an amount which, after reduction for applicable income and employment taxes, is equal to the monthly COBRA premium for such insurance for the remainder of such severance period; and shares set forth in (iv4) vesting as of the Date of Termination of 100% of all unvested time-based restricted stock awards and LTIP Units, to the extent permitted by law. The treatment of equity compensation awards that are not time based vesting (such as restricted stock which vests based on one or more performance metrics) granted after the effective date of this agreement will be specified in the individual grant agreements and/or the applicable plans covering such awards. ACTIVE/128953549.6 The cash amount due under this clause (e) shall be paid within 90 days after the date of Terminationabove).

Termination in the Event of a Change in Control. If the Executive’s employment terminates without Cause or for Good Reason so as to constitute, in either case, a separation from service for purposes of Code Section 409A in the year immediately following a Change in Control, then in addition to the benefits under Section 3(a) above and in lieu of the benefits provided in Section 3(b), the Executive shall be entitled to the following: (i) a pro-rata bonus for the fiscal year determined through the Date of Termination and calculated based on the target bonus for such fiscal year to be paid within 90 days after the Date of Termination; (ii) an amount equal to (A) three times (B) the sum of (I) the Executive’s base salary in effect immediately prior to the Date of Termination, and (II) the Executive’s target annual bonus; (iii) continued payment by the REIT for health insurance coverage for the Executive and the Executive’s spouse and dependents for 18 months, consistent with COBRA following the Date of Termination to the same extent that the REIT 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 and/or the REIT’s insurer refuses to continue coverage during the 18 month period, the REIT thereafter shall be obliged only to pay monthly to the Executive an amount which, after reduction for applicable income and employment taxes, is equal to the monthly COBRA premium for such insurance for the remainder of such severance period; and (iv) vesting as of the Date of Termination of 100% of all unvested time-based restricted stock awards and LTIP Units, to the extent permitted by law. The treatment of equity compensation awards that are not time based vesting (such as restricted stock which vests based on one or more performance metrics) granted after the effective date of this agreement will be specified in the individual grant agreements and/or the applicable plans covering such awards. ACTIVE/128953549.6 The cash amount due under this clause (e) shall be paid within 90 days after the date of Termination.