Common use of Triggering Event Clause in Contracts

Triggering Event. A “Triggering Event” for the purpose of this Agreement will be deemed to have occurred if, during the Contract Period while Executive is employed by DDR: (a) Within two years after the date on which a Change in Control occurs, DDR terminates the employment of Executive, other than in the case of a termination for Cause, a termination by DDR pursuant to Section 6.1 following Executive’s disability, or a termination based on death; (b) Within two years after the date on which a Change in Control occurs, DDR reduces Executive’s title, responsibilities, power or authority in comparison with Executive’s title, responsibilities, power or authority at the time of the Change in Control and Executive thereafter terminates Executive’s employment with DDR within such two-year period; (c) Within two years after the date on which a Change in Control occurs, DDR assigns Executive duties which are inconsistent with the duties assigned to Executive on the date on which the Change in Control occurred and which duties DDR persists in assigning to Executive despite the prior written objection of Executive and Executive thereafter terminates Executive’s employment with DDR within such two-year period; (d) Within two years after the date on which a Change in Control occurs, DDR (i) reduces Executive’s base compensation, Executive’s incentive opportunity bonus percentages of salary, Executive’s health and dental insurance coverage and benefits (including any such benefits provided to Executive’s eligible dependents), Executive’s pension, retirement, or profit-sharing benefits or any benefits provided by any of DDR’s equity-based award plans, or any substitute therefor, unless in any case such reduction applies generally to all employees of DDR, (ii) establishes criteria and factors to be achieved for the payment of bonus compensation that are substantially different than the criteria and factors established for other similar executive officers of DDR, (iii) fails to pay Executive any bonus compensation to which Executive is entitled through the achievement of the criteria and factors established for the payment of such bonus, or (iv) excludes Executive from any plan, program, or arrangement in which the other executive officers of DDR are included, and Executive thereafter terminates Executive’s employment with DDR within such two-year period; or (e) Within two years after the date on which a Change in Control occurs, DDR requires Executive to be based at or generally work from any location more than fifty miles from the geographical center of Cleveland, Ohio and Executive thereafter terminates Executive’s employment with DDR within such two-year period.

Triggering Event. A “Triggering Event” for the purpose of this Agreement will be deemed to have occurred if, during the Contract Period while Executive is employed by DDR: (a) Within two years after the date on which a Change in Control occurs, DDR terminates the employment of Executive, other than in the case of a termination for Cause, a termination by DDR pursuant to Section 6.1 following Executive’s disability, or a termination based on death; (b) Within two years after the date on which a Change in Control occurs, DDR reduces Executive’s title, responsibilities, power power, or authority in comparison with Executive’s title, responsibilities, power or authority at the time of the Change in Control and Executive thereafter terminates Executive’s employment with DDR within such two-year period; (c) Within two years after the date on which a Change in Control occurs, DDR assigns Executive duties which are inconsistent with the duties assigned to Executive on the date on which the Change in Control occurred and which duties DDR persists in assigning to Executive despite the prior written objection of Executive and Executive thereafter terminates Executive’s employment with DDR within such two-year period; (d) Within two years after the date on which a Change in Control occurs, DDR (i) reduces Executive’s base compensation, Executive’s incentive opportunity bonus percentages of salary, Executive’s health and dental insurance coverage and benefits (including any such benefits provided to Executive’s eligible dependents), Executive’s pension, retirement, or profit-sharing benefits or any benefits provided by any of DDR’s equity-based award plans, or any substitute therefor, unless in any case such reduction applies generally to all employees of DDR, (ii) establishes criteria and factors to be achieved for the payment of bonus compensation that are substantially different than the criteria and factors established for other similar executive officers of DDR, (iii) fails to pay Executive any bonus compensation to which Executive is entitled through the achievement of the criteria and factors established for the payment of such bonus, or (iv) excludes Executive from any plan, program, or arrangement in which the other executive officers of DDR are included, and Executive thereafter terminates Executive’s employment with DDR within such two-year period; or (e) Within two years after the date on which a Change in Control occurs, DDR requires Executive to be based at or generally work from any location more than fifty miles from the geographical center of Cleveland, Ohio and Executive thereafter terminates Executive’s employment with DDR within such two-year period.

Triggering Event. A “The Parties acknowledge and agree that, upon the occurrence of a Triggering Event” for the purpose , certain provisions of this Agreement and the Trust Agreement shall cease to be effective, and other provisions shall automatically be effective, so long as such Triggering Event continues, as described herein and in the Trust Agreement. Provisions that will be deemed to have occurred if, automatically become modified upon the occurrence and during the Contract Period while Executive is employed by DDR: continuation of a Triggering Event are as follows: (a) Within two years after the date on which a Change in Control occurs, DDR terminates the employment valuation of Executive, other than Eligible Assets in the case Trust Account under Section 4.2(b) and all other applicable sections of a termination for Causethis Agreement shall be modified from Statutory Book Value to Fair Market Value, a termination by DDR pursuant to Section 6.1 following Executive’s disability, or a termination based on death; (b) Within two years after Section 4.7(a) governing the date on which use and application of assets in the Trust Account by the Ceding Company prior to a Change in Control occursTriggering Event shall not apply, DDR reduces Executive’s title, responsibilities, power or authority in comparison with Executive’s title, responsibilities, power or authority at the time of the Change in Control and Executive thereafter terminates Executive’s employment with DDR within such two-year period; (c) Within two years Section 4.7(b) governing the use and application of assets in the Trust Account by the Ceding Company during the continuance of a Triggering Event shall apply, (d) Section 4.8(a)(i) governing the adjustment of the security held in the Trust Account prior to a Triggering Event shall not apply, and (e) Section 4.8(a)(ii) governing the adjustment of the security held in the Trust Account following a Triggering Event shall apply. Withdrawal of Assets from the Trust Account. So long as no Triggering Event has occurred and is continuing, the Ceding Company and the Reinsurer agree that the assets maintained in the Trust Account may be withdrawn by the Ceding Company or any successor by operation of law of the Ceding Company, including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Ceding Company, without diminution because of any insolvency, rehabilitation, conservatorship or comparable proceeding (an “Insolvency”) on the part of the Ceding Company or the Reinsurer, only in accordance with the terms of the Trust Agreement, (i) in order to pay or reimburse the Ceding Company for any undisputed amounts due from the Reinsurer under this Agreement and not yet recovered from the Reinsurer, including any Reinsured Liabilities, Terminal Settlement, or other amounts due under this Agreement, which amounts have not been paid by the Reinsurer within ten (10) calendar days following the Reinsurer’s receipt of a specific written notice thereof, or (ii) otherwise with the prior written consent of the Reinsurer. During the continuation of a Triggering Event, the Ceding Company and the Reinsurer agree that the assets maintained in the Trust Account may be withdrawn by the Ceding Company, or any successors by operation of law of the Ceding Company, including without limitation any liquidator, rehabilitator, receiver or conservator of the Ceding Company, without diminution because of Insolvency on the part of the Ceding Company or the Reinsurer, at any time (notwithstanding any other provisions of this Agreement or the other Transaction Agreements) without notice or consent from the Reinsurer, but only for one or more of the following purposes: to pay or reimburse the Ceding Company for the Reinsurer’s share of premiums returned, but not yet recovered from the Reinsurer, to the Contractholders or Insureds of the Reinsured Contracts reinsured hereunder because of cancellations of the Reinsured Contracts or certificates issued thereunder; to pay or reimburse the Ceding Company for the Reinsurer’s share of surrenders and benefits or losses payable by the Ceding Company pursuant to the provisions of the Reinsured Contracts reinsured hereunder; to pay or reimburse the Ceding Company for any other amounts necessary to secure the credit or reduction from liability for reinsurance taken by the Ceding Company hereunder; and for any other purpose required under the credit for reinsurance regulations of the Ceding Company Domiciliary State in order to secure the credit or reduction from liability for reinsurance taken by the Ceding Company hereunder. The Ceding Company shall promptly return to the Trust Account assets withdrawn in excess of the actual amounts required for Section 4.7 (a) and (b) above, together with interest on such excess withdrawn amounts at the Interest Rate for the period that such assets are held by the Ceding Company. Until such excess amounts are so returned to the Trust Account, any such amounts shall at all times be held by the Ceding Company or its successors in interest by operation of law, including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Ceding Company, in trust for the benefit of the Reinsurer and be maintained in a segregated account, separate and apart from any assets of the Ceding Company for the sole purpose of funding the reimbursements and payments described in Section 4.7(a) or (b), as applicable. Adjustment of Security and Withdrawals. The amount of security required to be provided by the Reinsurer hereunder shall be adjusted following the end of each calendar quarter ending after the date Effective Time based on which (i) the Required Balance as of the end of such calendar quarter calculated in good faith by the Reinsurer as Administrator and furnished to the Ceding Company in a Change report (or, following termination of the Administrative Services Agreement, calculated in Control occursgood faith by the Ceding Company and furnished to the Reinsurer in a report) (the “Security Funding Report”) no later than ten (10) Business Days following the end of such calendar quarter (the “Security Funding Reporting Date”) and (ii) the Statutory Book Value or, DDR assigns Executive duties which are inconsistent following the occurrence and during the continuation of a Triggering Event, the Fair Market Value of the Eligible Assets held in the Trust Account as of the end of such calendar quarter as furnished by the Reinsurer to the Ceding Company in a report no later than the Security Funding Reporting Date. The amount of security required to be held in the Trust Account shall be adjusted as follows: So long as no Triggering Event has occurred and is continuing: If the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account as of the end of any calendar quarter is less than the Required Balance, calculated based on the Security Funding Report for such calendar quarter, then the Reinsurer shall, no later than [REDACTED] calendar days following the Security Funding Reporting Date for such quarter, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account is not less than the Required Balance; and If the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account as of the end of any calendar quarter exceeds the Required Balance, calculated based on the Security Funding Report for such calendar quarter, then the Reinsurer shall have the right to withdraw such excess in accordance with the duties assigned procedures set forth in the Trust Agreement. If the Reinsurer seeks to Executive cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have an aggregate Statutory Book Value at least equal to the aggregate Statutory Book Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution and the aggregate Fair Market Value of such new Eligible Assets is at least equal to the lesser of (A) the aggregate Statutory Book Value of such new Eligible Assets and (B) the aggregate Fair Market Value of the substituted Eligible Assets, then the Reinsurer shall have the right to cause (and shall only cause) the Trustee to effect such substitution in accordance with the procedures set forth in the Trust Agreement. During the continuation of a Triggering Event: If the aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of any calendar quarter is less than the Required Balance, calculated based on the Security Funding Report for such calendar quarter, then the Reinsurer shall, no later than three (3) Business Days following the Security Funding Reporting Date for such calendar quarter, transfer additional Eligible Assets to the Trust Account so that the aggregate Fair Market Value of the Eligible Assets held in the Trust Account is not less than the Required Balance; and If the aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of any calendar quarter (x) if no RBC Event is continuing, exceeds [REDACTED] of, and (y) if an RBC Event is continuing, exceeds one hundred percent (100%) of, the Required Balance, calculated based on the Security Funding Report for such calendar quarter, then the Reinsurer shall have the right to seek consent from the Ceding Company to withdraw such excess in accordance with the procedures set forth in the Trust Agreement, which consent shall be provided by the Ceding Company as promptly as reasonably practicable. If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have an aggregate Fair Market Value at least equal to the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, then the Reinsurer shall have the right to cause the Trustee to effect such substitution with the prior written consent of the Ceding Company, which consent the Ceding Company shall deliver as promptly as reasonably practicable following the Ceding Company’s confirmation of the aggregate Fair Market Values of the Eligible Assets to be substituted and being replaced. In addition, as soon as reasonably practicable, and no later than (i) [REDACTED] calendar days after the Reinsurer becomes aware of the occurrence of a Triggering Event (other than a Reserve Credit Event) and (ii) the earlier of (x) [REDACTED] calendar days after the Reinsurer becomes aware of the occurrence of a Reserve Credit Event and (y) the fiscal quarter- or fiscal year-end following the date on which the Change Reinsurer becomes aware of the occurrence of the Reserve Credit Event, (in Control occurred and which duties DDR persists in assigning to Executive despite the prior written objection each case of Executive and Executive thereafter terminates Executive’s employment with DDR within such two-year period; (d) Within two years after the date on which a Change in Control occurs, DDR (i) reduces Executive’s base compensation, Executive’s incentive opportunity bonus percentages of salary, Executive’s health and dental insurance coverage and benefits (including any such benefits provided to Executive’s eligible dependentsii), Executive’s pensionunless the Ceding Company shall agree to a longer period, retirementthen by the end of such longer period), or profit-sharing benefits or the Reinsurer shall (i) substitute any benefits provided by any of DDR’s equity-based award plansassets in the Trust Account that are not Eligible Assets for assets that are Eligible Assets, or any substitute therefor, unless in any case such reduction applies generally to all employees of DDR, and (ii) establishes criteria and factors deposit additional assets consisting of Eligible Assets in the Trust Account sufficient to ensure that the aggregate Fair Market Value of the Eligible Assets in the Trust Account is not less than the Required Balance as of the last day of the immediately preceding calendar quarter. The report required to be achieved delivered by the Reinsurer as described in Section 4.8(a) shall include a listing of each asset in the Trust Account and the Statutory Book Value or, following the occurrence and during the continuance of a Triggering Event, the Fair Market Value, of each such asset as of the end of the relevant calendar quarter. In addition, no later than [REDACTED] calendar days following the end of each calendar quarter, the Reinsurer shall provide to the Ceding Company a report indicating if any of the assets in the Security Funding Report for such calendar quarter are not an Eligible Asset and including reasonable and customary backup material demonstrating that the payment assets in Trust Account, together with the assets in the Protective Life and Annuity Trust Account, are in compliance with the investment guidelines set forth on Schedule C. In the event that the Ceding Company disagrees with the calculation of bonus compensation the Fair Market Value or the Statutory Book Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset as set forth in any such report, the Ceding Company may deliver written notice to the Reinsurer of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Fair Market Value or the Statutory Book Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset within [REDACTED] Business Days after the Ceding Company delivers written notice of any such disagreement to the Reinsurer, the Parties shall jointly request the Independent Accountant to determine the Fair Market Value or the Statutory Book Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset as of the relevant date in accordance with the procedures set forth in Section 2.12 of the Master Transaction Agreement, mutatis mutandis. The Independent Accountant’s determination of the Fair Market Value or the Statutory Book Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset shall be final and binding upon the Parties. The fees, costs and expenses associated with the Independent Accountant’s determination shall be allocated between the Ceding Company and the Reinsurer in accordance with the Independent Accountant’s judgment as to the relative merits of the Parties’ proposals in respect of the dispute. After a final and binding resolution of any dispute described in this Section 4.8(c) is reached, the Parties agree to make any necessary adjustments under Section 4.8(a) so that are substantially different the aggregate Fair Market Value or the Statutory Book Value, as applicable, of the Eligible Assets held in the Trust Account is not less than the criteria and factors established for other similar executive officers of DDR, (iiiamount required pursuant to Section 4.8(a)(i) fails to pay Executive any bonus compensation to which Executive is entitled through the achievement of the criteria and factors established for the payment of such bonus, or (iv) excludes Executive from any plana)(ii), program, or arrangement in which the other executive officers of DDR are included, and Executive thereafter terminates Executive’s employment with DDR within such two-year period; or (e) Within two years after the date on which a Change in Control occurs, DDR requires Executive to be based at or generally work from any location more than fifty miles from the geographical center of Cleveland, Ohio and Executive thereafter terminates Executive’s employment with DDR within such two-year periodas applicable.

Triggering Event. A “Triggering Event” for the purpose of this Agreement will be deemed to have occurred if, during the Contract Period while Executive Wolstein is employed by DDR: (a) Within two three years after the date on which a Change in Control occurs, DDR the Board terminates the employment of ExecutiveWolstein, other than in the case of a termination for Cause, a termination by DDR the Board pursuant to Section 6.1 7.1 following ExecutiveWolstein’s disability, or a termination based on death; (b) Within two three years after the date on which a Change in Control occurs, DDR the Board reduces ExecutiveWolstein’s title, responsibilities, power power, or authority in comparison with Executive’s his title, responsibilities, power power, or authority at the time of the Change in Control and Executive Wolstein thereafter terminates Executive’s his employment with DDR within such twothree-year period; (c) Within two three years after the date on which a Change in Control occurs, DDR the Board assigns Executive Wolstein duties which are inconsistent with the duties assigned to Executive Wolstein on the date on which the Change in Control occurred and which duties DDR the Board persists in assigning to Executive Wolstein despite the prior written objection of Executive Wolstein and Executive Wolstein thereafter terminates Executive’s his employment with DDR within such twothree-year period; (d) Within two three years after the date on which a Change in Control occurs, DDR the Board (i) reduces ExecutiveWolstein’s base compensation, Executive’s his incentive opportunity bonus percentages of salary, Executive’s health and dental his group health, life, disability, or other insurance coverage and benefits programs (including any such benefits provided to ExecutiveWolstein’s eligible dependentsfamily), Executive’s his pension, retirement, or profit-sharing benefits or any benefits provided by any of DDR’s equity-based award plans, or any substitute therefor, unless in any case such reduction applies generally to all employees of DDR, (ii) establishes criteria and factors to be achieved for the payment of bonus compensation that are substantially different than the criteria and factors established for other similar executive officers of DDR, (iii) fails to pay Executive Wolstein any bonus compensation to which Executive Wolstein is entitled through the achievement of the criteria and factors established for the payment of such bonus, or (iv) excludes Executive Wolstein from any plan, program, or arrangement in which the other executive officers of DDR are included, included and Executive Wolstein thereafter terminates Executive’s his employment with DDR within such twothree-year period; or (e) Within two three years after the date on which a Change in Control occurs, DDR the Board requires Executive Wolstein to be based at or generally work from any location more than fifty miles from the geographical center of Cleveland, Ohio and Executive Wolstein thereafter terminates Executive’s his employment with DDR within such twothree-year period.