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                                                                    EXHIBIT 10.7

                          EXECUTIVE CHANGE OF CONTROL
                                     PLAN


                                 May 10, 1999

     The Board of Directors (the "Board") of Grubb & Ellis Company, a Delaware
corporation (the "Company") has determined that it is in the best interests of
the Company and its stockholders to assure that the Company will have the
continued dedication of certain Executives, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of the Company.
The Board believes it is imperative (i) to diminish the inevitable distraction
of the Executives by virtue of the personal uncertainties and risks created by a
pending or threatened Change of Control, (ii) to encourage the Executives' full
attention and dedication to the Company currently and in the event of any
threatened or pending Change of Control, and (iii) to provide the Executives
with compensation and benefits arrangements upon a Change of Control which
ensure that the compensation and benefits expectations of the Executives will be
satisfied and which are competitive with those of other corporations. Therefore,
in order to accomplish these objectives the Board has caused the Company to
enter into this Grubb & Ellis Company Executive Change of Control Plan (the
"Plan").

     1.   Certain Definitions. (a) The "Effective Date" shall mean the first
          -------------------
date during the Change of Control Period (as defined in Section 1 (b)) on which
a Change of Control (as defined in Section 2) occurs. Anything in this Plan to
the contrary notwithstanding, if a Change of Control occurs, and if a former
Executive has been removed as an Executive by the Board, or if an Executive's
employment with the Company is terminated prior to the date on which the Change
of Control occurs, and if it is reasonably demonstrated by an Executive or
former Executive that such termination of employment or removal as an Executive
(i) was at the request of a third party who has taken steps reasonably
calculated to effect a Change of Control or (ii) otherwise arose in connection
with or anticipation of a Change of Control, then for all purposes of this Plan
the "Effective Date" shall mean the date immediately prior to the date of such
termination of employment or removal as an Executive.

          (b)  The "Change of Control Period" shall mean the period commencing
on the date hereof and ending thirty-six calendar months after the date hereof;
provided, however, that commencing on the date one year after the date hereof,
and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless previously terminated, the Change of Control Period shall be
automatically extended so as to terminate thirty-six calendar months from such
Renewal Date, unless at least 60 days prior to the Renewal Date the Company
shall give notice to each Executive that the Change of Control Period shall not
be so extended.

          (c)  "Executive" shall be each executive officer of the Company as
designated by the Board.

     2.   Change of Control. For the purpose of this Plan, a "Change of Control"
          -----------------
shall mean:

          (a)  The acquisition by any individual, entity or group (within the
meaning of Section 13 (d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the
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"Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the
then outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition by the Company, provided
however, that after such acquisition, the Company is not eligible for
deregistration under Section 12 of the Exchange Act; (ii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, provided however, that after such
acquisition, the Company is not eligible for deregistration under Section 12 of
the Exchange Act; (iii) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of
this Section 2; or (iv) any acquisition by Warburg, Pincus Investors, L.P.
("Warburg"), The Goldman Sachs Group, L.P. ("GS Group") or C. Michael Kojaian,
Mike Kojaian and Kenneth J. Kojaian (the "Kojaian Investors") or any affiliate
thereof (collectively the "Current Investors") of additional securities beyond
their present holdings unless such acquisition results in either (x) the
termination of the Voting Agreement dated January 24, 1997 by and among the
Current Investors as in effect on the date hereof, resulting in any one of the
Current Investors obtaining the power to elect all or a majority of the
directors of the Company or (y) the Company being eligible for deregistration
under Section 12 of the Exchange Act. For purposes hereof, "affiliate" shall
include all Persons controlled by or under common control with a Current
Investor, or any trusts, partnerships or other entity for the benefit of a
Current Investor which is an individual or for the benefit of such individual's
family members; or

          (b)  Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

          (c)  Consummation of a reorganization, merger or consolidation or the
acquisition of assets of another entity (a "Business Combination"), in each
case, unless, following such Business Combination, (i) all or substantially all
of the Persons who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, or more than 50% of the ownership
interests, as the case may be, of the corporation or other entity resulting from
such Business Combination (including, without limitation, a corporation or other
entity which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (ii)
no Person (excluding any entity resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or any entity resulting
from such Business Combination) beneficially owns, directly or indirectly, 25%
or more of, respectively, the then outstanding shares of common stock of the
corporation

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(or ownership interests of the entity) resulting from such Business Combination
or the combined voting power of the then outstanding voting securities of such
corporation (or such entity) except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation (or other such entity) resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or

          (d)  A substantial partial or complete liquidation or dissolution of
the Company or approval of same by the shareholders of the Company; or

          (e)  A sale or other disposition of all or substantially all of the
assets of the Company; or

          (f)  The Current Investors in the aggregate cease to own beneficially
at least 45% of the Outstanding Company Common Stock or the Outstanding Company
Voting Securities, other than by reason of an underwritten offering of shares to
the public pursuant to a registration statement under the Securities Act of
1933, as amended, provided that immediately following such sale, no Person owns
25% or more of the Outstanding Company Common Stock or the Outstanding Company
Voting Securities.

          (g)  Notwithstanding the foregoing, any "Rule 13e-3 transaction," as
defined in Rule 13e-3 promulgated under the Exchange Act as of the date of
adoption of this Plan which is approved in advance by a vote of at least a
majority of the directors then comprising the Incumbent Board, shall not be
deemed a Change of Control under this Plan; provided that one or more of the
Current Investors after such transaction beneficially owns, and continues to
beneficially own, at least 45% of the Outstanding Company Common Stock or the
Outstanding Company Voting Securities, or at least 45% of the voting equity
interests of any successor to the Company, and any successor to the Company in
such a transaction assumes the Company's obligations under the Plan such that a
subsequent change in control of the successor of the type contemplated in
clauses (a) through (f) of this Section 2 has the effect of a Change of Control
hereunder.

     3.   Employment Period. The Company shall continue the Executive in its
          -----------------
employ, in accordance with the terms and conditions of this Plan, for the period
commencing on the Effective Date and ending at the end of twenty-four calendar
months after the Effective Date (the "Employment Period").

     4.   Terms of Employment. (a) Position and Duties.
          -------------------

               (i)  During the Employment Period, (A) the Executive's position
(including status, offices, titles and reporting requirements), authority,
duties and responsibilities ("Duties") shall be at least commensurate in all
material respects with the most significant of those held, exercised and
assigned to the Executive at any time during the 120-day period immediately
preceding the Effective Date and (B) the Executive's services shall be performed
at the location where the Executive was employed immediately preceding the
Effective Date or any office or location less than 35 miles from the Executive's
primary residence, immediately prior to such relocation. Anything in this Plan
to the contrary notwithstanding, if a Change of Control occurs and Executive's
Duties are reduced or in any manner adversely affected prior to the date on
which the Change of Control occurs, and if it is reasonably demonstrated by the
Executive that such modification was at the request of a third party who has
taken steps

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reasonably calculated to effect a Change of Control, or (ii) otherwise arose in
connection with or anticipation of a Change of Control, then for all purposes of
this Section the Executive's Duties shall be those in effect on the date
immediately prior to such modification.

               (ii)  During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive shall
devote his or her full attention and time to the business and affairs of the
Company and, to the extent necessary to discharge the responsibilities assigned
to the Executive hereunder, to use the Executive's reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the Employment
Period, subject to the Company's conflicts policy, it shall not be a violation
of this Plan for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Plan. It is expressly understood and agreed that to the extent that any
such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.

          (b)  Compensation. (i) Base Salary. During the Employment Period,
the Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid at a monthly rate, at least equal to twelve times the highest
monthly base salary paid or payable, including any base salary which has been
earned but deferred, to the Executive by the Company and its affiliated
companies in respect of the twelve-month period immediately preceding the month
in which the Effective Date occurs. During the Employment Period, the Annual
Base Salary shall be reviewed no more than 12 months after the last salary
increase awarded to the Executive prior to the Effective Date and thereafter at
least annually. Any increase in Annual Base Salary shall not serve to limit or
reduce any other obligation to the Executive under this Plan. Annual Base Salary
shall not be reduced after any such increase and the term Annual Base Salary as
utilized in this Plan shall refer to Annual Base Salary as so increased. As used
in this Plan, the term "affiliated companies" shall include any company
controlled by, controlling or under common control with the Company.

               (ii)  Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each calendar year ending during the Employment
Period, an annual bonus (the "Annual Bonus") in cash at least equal to the
Executive's highest bonus under the Company's bonus plan or any comparable bonus
under any predecessor or successor plan of the Company, for the last three full
calendar years prior to the Effective Date (annualized in the event that the
Executive was not employed by the Company for the whole of such calendar year)
(the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than
the end of the third month of the calendar year next following the calendar year
for which the Annual Bonus is awarded, unless the Executive shall elect to defer
the receipt of such Annual Bonus.

               (iii) Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, stock option, savings and retirement plans, practices, policies and
programs applicable generally to other peer executives of the Company and its
affiliated companies, but in no event shall such plans, practices, policies and
programs provide the Executive with incentive opportunities (measured with
respect to both regular and special incentive opportunities, to the extent, if
any, that such distinction is applicable), savings opportunities and retirement
benefit opportunities, in each case, less

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favorable in value, in the aggregate, than the most favorable of those provided
by the Company and its affiliated companies for the Executive under such plans,
practices, policies and programs as in effect at any time during the 120-day
period immediately preceding the Effective Date or if more favorable to the
Executive, those provided generally at any time after the Effective Date to
other peer executives of the Company and its affiliated companies.

               (iv)   Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and its affiliated
companies (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent applicable generally
to other peer executives of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with benefits which are less favorable in value, in the aggregate, than the most
favorable of such plans, practices, policies and programs in effect for the
Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, those provided generally
at any time after the Effective Date to other peer executives of the Company and
its affiliated companies.

               (v)    Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the most favorable policies,
practices and procedures of the Company and its affiliated companies in effect
for the Executive at any time during the 120-day period immediately preceding
the Effective Date or, if more favorable to the Executive, as in effect
generally at any time thereafter with respect to other peer executives of the
Company and its affiliated companies.

               (vi)   Perquisites. During the Employment Period, the Executive
shall be entitled to fringe benefits, including, without limitation, tax and
financial planning services and, if applicable, use of an automobile and payment
of related expenses, in accordance with the most favorable plans, practices,
programs and policies of the Company and its affiliated companies in effect for
the Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and its
affiliated companies.

               (vii)  Office and Support Staff. During the Employment Period,
the Executive shall be entitled to a similar office or offices, and to personal
secretarial and other assistance, at least equal to the most favorable of the
foregoing provided to the Executive by the Company and its affiliated companies
at any time during the 120-day period immediately preceding the Effective Date
or, if more favorable to the Executive, as provided generally at any time
thereafter with respect to other peer executives of the Company and its
affiliated companies.

               (viii) Vacation. During the Employment Period, the Executive
shall be entitled to paid vacations in accordance with the most favorable plans,
policies, programs and practices of the Company and its affiliated companies as
in effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives of
the Company and its affiliated companies.

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               (ix)   Substitution of Nonqualified Benefits. If the continued
provision of benefits to the Executive under any employee benefit plan of the
Company at the level required by this Section 4(b) would cause such employee
benefit plan to violate any minimum coverage, nondiscrimination requirement or
other requirement of any applicable provision of the Internal Revenue Code of
1986, as amended (the "Code") or the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), the Company may provide the closest possible
economic equivalent of such benefit in the form of a nonqualified plan or
additional compensation.

     5.   Termination of Employment. (a) Death or Disability. The Executive's
          -------------------------
employment shall terminate automatically upon the Executive's death during the
Employment Period. If the Company determines in good faith that Disability of
the Executive has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may give to the Executive written
notice of its intention to terminate the Executive's employment. In such event,
the Executive's employment with the Company shall terminate effective on the
30th day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Plan, "Disability" shall mean the absence of the
Executive from the Executive's duties with the Company on a full-time basis for
180 consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and reasonably acceptable to the
Executive or the Executive's legal representative.

          (b)  Cause. The Company may terminate the Executive's employment
during the Employment Period for Cause. For purposes of this Plan, "Cause" shall
mean:

               (i)    the willful and continued failure of the Executive to
perform substantially the Executive's duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Board or the Chief Executive Officer of the
Company which specifically identifies the manner in which the Board or Chief
Executive Officer believes that the Executive has not substantially performed
the Executive's duties, or

               (ii)   the conviction of the Executive of a felony involving
moral turpitude.

For purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer or
a senior officer of the Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company. The cessation
of employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the
entire membership of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice is provided to the Executive and the
Executive is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Executive is
guilty of the conduct described in subparagraph (i) or (ii) above, and
specifying the particulars thereof in detail.

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<PAGE>

          (c)  Good Reason; Window Period. The Executive's employment may be
terminated by the Executive (i) for Good Reason or (ii) during the Window Period
for any or no reason. For purposes of this Plan, the "Window Period" shall mean
the 30-day period immediately following the first six month period after the
Effective Date. For purposes of this Plan, "Good Reason" shall mean:

               (i)   the assignment to the Executive of any Duties inconsistent
in any respect with the Executive's position (including status, offices, titles
and reporting requirements), authority, duties or responsibilities as
contemplated by Section 4(a) of this Plan, or any other action by the Company
which results in a diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive;

               (ii)  any failure by the Company to comply with any of the
provisions of Section 4(b) of this Plan, other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;

               (iii) the Company's requiring the Executive to be based at any
office or location other than as provided in Section 4(a)(i)(B) hereof or the
Company's requiring the Executive to travel on Company business to a
substantially greater extent than required immediately prior to the Effective
Date;

               (iv)  any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Plan; or

               (v)   any failure by the Company to comply with and satisfy
Section 11(c) of this Plan.

For purposes of this Section 5(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

          (d)  Notice of Termination. Any termination by the Company for Cause
or on account of Disability, or by the Executive for any or no reason during the
Window Period, or for Good Reason, shall be communicated by Notice of
Termination to the other party. For purposes of this Plan, a "Notice of
Termination" means a written notice which (i) indicates the specific termination
provision in this Plan relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated and
(iii) if the Date of Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date (which date shall be not
more than thirty days after the giving of such notice). The failure by the
Executive or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company, respectively, hereunder or
preclude the Executive or the Company, respectively, from asserting such fact or
circumstance in enforcing the Executive's or the Company's rights hereunder.

          (e)  Date of Termination. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive during the Window Period or for Good Reason, the date of receipt of
the Notice of Termination or any later date

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specified therein, as the case may be, (ii) if the Executive's employment is
terminated by the Company other than for Cause or Disability, the date on which
the Company notifies the Executive of such termination and (iii) if the
Executive's employment is terminated by reason of death or Disability, the date
of death of the Executive or the Disability Effective Date, as the case may be.

     6.   Obligations of the Company upon Termination. (a) Good Reason or
          -------------------------------------------
during the Window Period; Other Than for Cause, Death or Disability. If, during
the Employment Period, the Company shall terminate the Executive's employment
other than for Cause, Death or Disability or the Executive shall terminate
employment for Good Reason or for any or no reason during the Window Period:

               (i)  the Company shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination (unless the Executive elects in
writing to be paid over a period not to exceed two years after the Date of
Termination), the aggregate of the following amounts:

                    A.   the sum of (1) the Executive's Annual Base Salary
     through the Date of Termination to the extent not theretofore paid, (2) the
     product of (x) the higher of (I) the Recent Annual Bonus and (II) the
     Annual Bonus paid or payable, including any bonus or portion thereof which
     has been earned but deferred (and annualized for any calendar year
     consisting of less than twelve full months or during which the Executive
     was employed for less than twelve full months), for the most recently
     completed calendar year during the Employment Period, if any (such higher
     amount being referred to as the "Highest Annual Bonus") and (y) a fraction,
     the numerator of which is the number of days in the current calendar year
     through the Date of Termination, and the denominator of which is 365 and
     (3) any compensation previously deferred by the Executive other than
     compensation deferred under the Company's 401(k) Plan or equivalent plan
     (together with any accrued interest or earnings thereon) and any accrued
     vacation pay, in each case to the extent not theretofore paid (the sum of
     the amounts described in clauses (1), (2), and (3) shall be hereinafter
     referred to as the "Accrued Obligations"); and

                    B.   the amount equal to the product of (1) two and (2) the
     sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual
     Bonus; provided however, that if the Executive shall terminate employment
     during the Window Period, and not for Good Reason, then pursuant to this
     Section 6(a)(i)B, Executive shall receive the amount equal to the product
     of (1) two and (2) the sum of (x) the Executive's Annual Base Salary and
     (y) fifty percent (50%) of the Highest Annual Bonus;

                    Provided however, that twenty-five percent (25%) of the
     amount set forth in Section 6(a)(i)B herein shall be withheld from such
     lump sum payment and shall be paid to the Executive in a lump sum in cash,
     together with interest on the unpaid balance at the Fed Funds Rate (as
     defined in Section 8), six months after the Date of Termination, if
     Executive does not breach Section 10 herein, "Confidential Information and
     Non-Competition", during such six month period.

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                     For purposes of this Plan, the aggregate of the amounts
     described in clauses A and B of this Section 6(a)(i) shall hereafter be
     referred to as the "Special Termination Amount".

               (ii)  for two years after the Executive's Date of Termination, or
such longer period as may be provided by the terms of the appropriate plan,
program, practice or policy, the Company shall continue benefits to the
Executive and/or the Executive's family at least equal to those which would have
been provided to them in accordance with the plans, programs, practices and
policies described in Section 4(b) (iii) and (iv) of this Plan if the
Executive's employment had not been terminated or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies and their families,
provided, however, that if the Executive becomes reemployed with another
employer and is eligible to receive medical or other welfare benefits under
another employer-provided plan, the medical and other welfare benefits described
herein shall be secondary to those provided under such other plan during such
applicable period of eligibility, and for purposes of determining eligibility
(but not the time of commencement of benefits) of the Executive for retiree
benefits pursuant to such plans, practices, programs and policies, the Executive
shall be considered to have remained employed until two years after the Date of
Termination and to have retired on the last day of such period; provided,
however, that if the provision of benefits under any employee benefit plan
pursuant to this Section 6(a)(ii) of this Plan would cause such plan to violate
any requirement of the Code, the provisions of Section 4(b)(ix) of this Plan
shall apply. For purposes hereof, any matching employer contribution for any
period that ends during such 24 months shall be determined as if the Executive
had made the same employee contribution during such period as he made during the
last period ending prior to or with the date of termination (or, if greater, the
actual amount of the Executive's contribution for such period). It is understood
that the provision of benefits by the Company pursuant to this Section 6(a)(ii)
shall be in addition to and not concurrent with any rights the Executive may
have to continue any such benefits as required by law, including but not limited
to COBRA. In the event that the Company does not maintain or provide any such
benefits to its employees, or in the event of a Change of Control under Section
2(d), then in lieu of providing the benefits required by this Section 6(a)(ii)
the Company shall pay the Executive the value of such benefits in a cash lump
sum. The benefits required to be provided under this Section 6(a)(ii) and
Section 6(a)(iii) shall hereafter be referred to as the "Special Benefits".

               (iii) to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive any other amounts or benefits
required to be paid or provided or which the Executive is entitled to receive
under any plan, program, policy or practice or contract or agreement of the
Company and its affiliated companies (such other amounts and benefits shall be
hereinafter referred to as the "Other Benefits").

          (b)  Death. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Plan shall terminate
with respect to such Executive without further obligation to the Executive's
legal representatives under this Plan, other than for payment of the Accrued
Obligations and the timely payment or provision of Other Benefits. The Accrued
Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.
With respect to the provision of Other Benefits, the term Other Benefits as
utilized in this Section 6(b) shall include, without limitation, and the
Executive's estate and/or beneficiaries shall be entitled to receive, benefits
at least equal to the most favorable benefits provided by the Company and
affiliated companies to the estates and beneficiaries of peer executives of the
Company and such affiliated companies under such plans, programs, practices and
policies relating to death

                                       9
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benefits, if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive's estate and/or the
Executive's beneficiaries, as in effect on the date of the Executive's death
with respect to other peer executives of the Company and its affiliated
companies and their beneficiaries.

          (c)  Disability. If the Executive's employment is terminated by reason
of the Executive's Disability during the Employment Period, this Plan shall
terminate with respect to such Executive without further obligation to the
Executive, other than for payment of the Accrued Obligations and the timely
payment or provision of Other Benefits. The Accrued Obligations shall be paid to
the Executive in a lump sum in cash within 30 days of the Date of Termination.
With respect to the provision of the Other Benefits, these terms as utilized in
this Section 6(c) shall include, and the Executive shall be entitled after the
Disability Effective Date to receive, disability and other benefits at least
equal to the most favorable of those generally provided by the Company and its
affiliated companies to disabled executives and/or their families in accordance
with such plans, programs, practices and policies relating to disability, if
any, as in effect generally with respect to other peer executives and their
families at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect at any time thereafter generally with respect to other peer
executives of the Company and its affiliated companies and their families.

          (d)  Cause; Other than for Good Reason or during the Window Period. If
the Executive's employment shall be terminated for Cause during the Employment
Period, this Plan shall terminate with respect to such Executive without further
obligation to the Executive other than the obligation to pay to the Executive
(x) the Annual Base Salary through the Date of Termination, (y) the amount of
any compensation previously deferred by the Executive, and (z) Other Benefits,
in each case to the extent theretofore unpaid. If the Executive voluntarily
terminates employment during the Employment Period, excluding a termination
either for Good Reason or for any or no reason during the Window Period, this
Plan shall terminate with respect to such Executive without further obligation
to the Executive, other than for Accrued Obligations and the timely payment or
provision of Other Benefits. In such case, all Accrued Obligations shall be paid
to the Executive in a lump sum in cash within 30 days of the Date of
Termination.

     7.   Non-exclusivity of Rights. Nothing in this Plan shall prevent or limit
          -------------------------
the Executive's continuing or future participation in any plan, program, policy
or practice (other than any severance pay plan related to a change of control of
the Company) provided by the Company or any of its affiliated companies and for
which the Executive may qualify, nor, subject to Section 12(e), shall anything
herein limit or otherwise affect such rights as the Executive may have under any
contract or agreement with the Company or any of its affiliated companies.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with the Company or any of its affiliated companies at or subsequent
to the Date of Termination shall be payable in accordance with such plan,
policy, practice or program or contract or agreement except as explicitly
modified by this Plan (with the Executive's consent if the modification would be
adverse to the Executive as solely determined by the Executive).

     8.   Full Settlement; Legal Fees. The Company's obligation to make the
          ---------------------------
payments provided for in this Plan and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. Neither shall the Company's rights with respect to any
claim, right or action it may have against the Executive be affected by, reduced

                                       10
<PAGE>

or eliminated on account of its obligations under this Plan. In no event shall
the Executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Executive under any of the
provisions of this Plan and except as specifically provided in Section 6(a)
(ii), such amounts shall not be reduced whether or not the Executive obtains
other employment. The Company agrees to pay as incurred, to the full extent
permitted by law, all legal fees and expense which the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by the
Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Plan or any guarantee of performance
thereof (whether such contest is between the Company and the Executive or
between either of them and any third party, and including as a result of any
contest by the Executive about the amount of any payment pursuant to this Plan),
plus in each case interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f) (2) (A) of the Code (the "Fed Funds Rate").

     9.   Certain Additional Payments by the Company.
          ------------------------------------------

          (a)  Anything in this Plan to the contrary notwithstanding, in the
event it shall be determined that any payment or distribution by the Company to
or for the benefit of the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Plan or otherwise, but determined
without regard to any additional payments required under this Section 9) (a
"Payment") would be subject to the excise tax imposed by Section 4999 of the
Code because the Payment is considered a "parachute payment" under Section 280G
of the Code, or any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments. For purposes of determining the amount of the Gross-
Up Payment, Executive shall be deemed to pay Federal income taxes at the highest
applicable marginal rate of Federal income taxation for the calendar year in
which the Gross-Up Payment is to be made and to pay any applicable state and
local income taxes at the highest applicable marginal rate of taxation for the
calendar year in which the Gross-Up Payment is to be made, net of the maximum
reduction in Federal income taxes which could be obtained from the deduction of
such state or local taxes if paid in such year (determined without regard to
limitations on deductions based upon the amount of adjusted gross income), and
to have otherwise allowable deductions for Federal, state and local income tax
purposes at least equal to those disallowed because of the inclusion of the
Gross-Up Payment in adjusted gross income. Notwithstanding the foregoing
provisions of this Section 9(a), if it shall be determined that the Executive is
entitled to a Gross-Up Payment, but that the present value as of the date of the
Change of Control, determined in accordance with Sections 280G(b)(2)(ii) and
280G(d)(4) of the Code (the "Present Value"), of the Payments does not exceed
110% of the greatest Present Value of Payments (the "Safe Harbor Cap") that
could be paid to the Executive such that the receipt thereof would not give rise
to any Excise Tax, then no Gross-Up Payment shall be made to the Executive and
the amounts payable to the Executive hereunder shall be reduced or deferred
until the Present Value of the Payments equals the Safe Harbor Cap. The
reduction or deferral of the amounts payable hereunder, if applicable, shall be
made in the manner elected by the Executive. For purposes of reducing the
Present Value of Payments to the Safe Harbor Cap, only amounts payable hereunder
(and no other Payments) shall be reduced or deferred, unless the Executive
otherwise agrees to a

                                       11
<PAGE>

reduction or deferral of other Payments in accordance with the agreement
governing such other Payments. If the reduction of the amounts payable hereunder
would not result in a reduction of the Present Value of the Payments to the Safe
Harbor Cap, no amounts payable under this Plan shall be reduced pursuant to this
provision.

          (b)  Subject to the provisions of Section 9(c), all determinations
required to be made under this Section 9, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by a nationally
recognized certified public accounting firm designated by the Executive (the
"Accounting Firm"), which shall provide detailed supporting calculations both to
the Company and the Executive within 15 business days of the receipt of notice
from the Executive that there has been a Payment, or such earlier time as is
requested by the Company. In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting the Change
of Control, the Executive shall appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting firm shall
then be referred to as the Accounting Firm hereunder). All fees and expenses of
the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
as determined pursuant to this Section 9, shall be paid by the Company to the
Executive within five days of the receipt of the Accounting Firm's
determination. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive. As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder. In the event that the
Company exhausts its remedies pursuant to Section 9(c) and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.

          (c)  The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Executive is informed
in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. The Executive
shall not pay such claim prior to the expiration of the 30-day period following
the date on which it gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Company notifies the Executive in writing prior to the expiration of such
period that it desires to contest such claim, the Executive shall:

               (i)   give the Company any information reasonably requested by
the Company relating to such claim,

               (ii)  take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,

               (iii) cooperate with the Company in good faith in order
effectively to contest such claim, and

                                       12
<PAGE>

               (iv) permit the Company to participate in any proceedings
relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 9(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance,
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.

          (d)  If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 9(c), the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section 9(c)) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the Executive
of an amount advanced by the Company pursuant to Section 9(c), a determination
is made that the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in writing of its
intent to contest such denial of refund prior to the expiration of 30 days after
such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.

     10.  Confidential Information and Non-Competition. (a) The Executive shall
          --------------------------------------------
hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or any of
its affiliated companies, and their respective businesses, which shall have been
obtained by the Executive during the Executive's employment by the Company or
any of its affiliated companies and which shall not be or become public
knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Plan). After termination of the Executive's
employment with the Company, the Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it. In no event shall an asserted
violation of the provisions of this Section 10 constitute a basis for deferring
or withholding any amounts otherwise payable to the Executive under this Plan.

                                       13
<PAGE>

          (b)  If upon termination the Executive receives the Special
Termination Amount, the Special Benefits and the Other Benefits, then for six
months after the Date of Termination, Executive shall not: (i) solicit, directly
or indirectly, or attempt to influence the Company's clients with the purpose or
effect of diverting their business away from the Company; and (ii) solicit,
directly or indirectly, any of the Company's employees or sales professionals to
leave the Company and associate with a competitor of the Company. Twenty-five
percent (25%) of the Special Termination Amount, the Special Benefits and the
Other Benefits received by Executive shall be allocated to this non-competition
section (the "Allocation"). If Executive breaches this Section 10(b), Executive
shall forfeit any amounts appropriately withheld pursuant to the proviso set
forth in Section 6(a)(i)B and shall repay any balance of the Allocation to the
Company, and the Company may pursue any other remedies available to it at law or
in equity for such breach.

     11.  Successors. (a) The benefits under the Plan are personal to the
          ----------
Executive and without the prior written consent of the Company shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Plan shall inure to the benefit of and be enforceable by and
binding upon the Executive's heirs and legal representatives.

          (b)  The obligations of the Company under the Plan shall be binding on
the Company and its successors and assigns.

          (c)  The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Plan in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Plan, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Plan by operation of law, or
otherwise.

     12.  Miscellaneous. (a) This Plan shall be governed by and construed in
          -------------
accordance with the laws of the State of Illinois without reference to
principles of conflict of laws, except to the extent pre-empted by federal law.
The captions of this Plan are not part of the provisions hereof and shall have
no force or effect. This Plan may not be amended, modified or terminated
otherwise than by a written agreement approved by the Board of Directors and
executed by an authorized officer or director of the Company and each affected
Executive or their respective successors and legal representatives.

          (b)  The invalidity or unenforceability of any provision of this Plan
shall not affect the validity or enforceability of any other provision of this
Plan.

          (c)  The Company may withhold from any amounts payable under this Plan
such Federal, state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

          (d)  The Executive's or the Company's failure to insist upon strict
compliance with any provision hereof or any other provision of this Plan or the
failure to assert any right the Executive or the Company may have hereunder,
including, without limitation, the right of the Executive to terminate
employment for Good Reason or for any or no reason during the Window Period,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Plan.

                                       14
<PAGE>

          (e)  Except as may otherwise be provided under any other written
agreement between the Executive and the Company, the employment relationship
between the Executive and the Company is "at will" and, prior to the Effective
Date, except as otherwise provided in this Plan, the Executive's employment may
be terminated by either the Executive or the Company at any time prior to the
Effective Date, in which case the Executive shall have no further rights under
this Plan. From and after the Effective Date this Plan shall supersede any other
agreement currently in place between the Company and any Executive with respect
to treatment of an Executive in the event of a Change of Control. Except as
modified by this Plan, Executive's employment with the Company is subject to all
Company policies governing employees of the Company as in effect from time to
time, including but not limited to, the Employee Handbook and the expense
policy.

          (f)  All rights under this Plan shall at all times be entirely
unfunded, and no provision shall at any time be made with respect to segregating
any assets of the Company for payment of any amounts due hereunder. The
Executive, his or her spouse and beneficiaries shall only have the rights of
general unsecured creditors of the Company.

          (g)  As and when each Executive signs an acknowledgment agreement to
participate in this Plan, then this Plan shall constitute a valid and binding
Employment Agreement between each such Executive and the Company.

     By its Board of Directors, the Company has caused the Plan to be adopted as
of the day and year first above written.




                            By: /s/ Reuben S. Leibowitz
                            --------------------------------------------------
                                On behalf of the Board
                                Authorized Officer or Director

                                       15