NOT BE RELEASED BY THE EMPLOYER UNDER APPLICABLE LAW) (THE "RELEASE
AGREEMENT"), WHICH THE EMPLOYER SHALL EXECUTE WITHIN FIVE (5) BUSINESS DAYS
AFTER SUCH EXECUTION BY EXECUTIVE, AND THE EFFECTIVENESS AND IRREVOCABILITY OF
THE RELEASE AGREEMENT WITH RESPECT TO EXECUTIVE (WITH THE DATE OF SUCH
EFFECTIVENESS AND IRREVOCABILITY BEING REFERRED TO HEREIN AS THE "RELEASE
EFFECTIVENESS DATE"):
(I)
PROMPTLY FOLLOWING THE RELEASE EFFECTIVENESS DATE, BUT NO LATER
THAN THE REGULAR PAYROLL PAYMENT DATE FOR THE PERIOD IN WHICH THE RELEASE
EFFECTIVENESS DATE OCCURS (THE "PAYMENT DATE"), EXECUTIVE SHALL RECEIVE ANY
EARNED AND ACCRUED BUT UNPAID BASE SALARY AND A PRORATED ANNUAL CASH BONUS EQUAL
TO (A) THE AVERAGE OF THE ANNUAL CASH BONUSES (INCLUDING ANY PORTION OF THE
ANNUAL CASH BONUS PAID IN THE FORM OF SHARES OF COMMON STOCK, CLASS A UNITS ("OP
UNITS") IN THE OP, LTIP UNITS OR OTHER EQUITY AWARDS, AS DETERMINED AT THE TIME
OF GRANT BY THE COMPENSATION COMMITTEE OF THE BOARD, IN ITS SOLE DISCRETION, AND
REFLECTED IN THE MINUTES OR CONSENTS OF THE COMPENSATION COMMITTEE OF THE BOARD
RELATING TO THE APPROVAL OF SUCH EQUITY AWARDS, BUT EXCLUDING ANY ANNUAL OR
OTHER EQUITY AWARDS MADE OTHER THAN AS PAYMENT OF A CASH BONUS) PAID TO
EXECUTIVE BY THE EMPLOYER IN RESPECT OF THE TWO MOST RECENTLY COMPLETED FISCAL
YEARS (THE "AVERAGE ANNUAL CASH BONUS") MULTIPLIED BY (B) A FRACTION, THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE FISCAL YEAR IN WHICH EXECUTIVE'S
EMPLOYMENT TERMINATES THROUGH THE TERMINATION DATE (AND THE NUMBER OF DAYS IN
THE PRIOR FISCAL YEAR, IN THE EVENT THAT EXECUTIVE'S ANNUAL CASH BONUS FOR SUCH
YEAR HAD NOT BEEN DETERMINED AS OF THE TERMINATION DATE) AND THE DENOMINATOR OF
WHICH IS 365.
(II)
EXECUTIVE SHALL RECEIVE AS SEVERANCE PAY AND IN LIEU OF ANY
FURTHER COMPENSATION FOR PERIODS SUBSEQUENT TO THE TERMINATION DATE, IN A SINGLE
PAYMENT ON THE PAYMENT DATE, AN AMOUNT IN CASH EQUAL TO THE SUM OF (A) THE
EXECUTIVE'S AVERAGE ANNUAL
8
BASE SALARY IN EFFECT DURING THE TWENTY-FOUR (24) MONTHS IMMEDIATELY PRIOR TO
THE TERMINATION DATE (THE "AVERAGE ANNUAL BASE SALARY") AND (B) THE AVERAGE
ANNUAL CASH BONUS.
(III)
EXECUTIVE SHALL CONTINUE TO RECEIVE ALL BENEFITS DESCRIBED IN
SECTION 3(F) EXISTING ON THE TERMINATION DATE FOR A PERIOD OF TWELVE (12) MONTHS
AFTER THE TERMINATION DATE, SUBJECT TO THE TERMS AND CONDITIONS UPON WHICH SUCH
BENEFITS MAY BE OFFERED TO CONTINUING SENIOR EXECUTIVES FROM TIME TO TIME.
FOR
PURPOSES OF THE APPLICATION OF SUCH BENEFITS, EXECUTIVE SHALL BE TREATED AS IF
HE HAD REMAINED IN THE EMPLOY OF THE EMPLOYER WITH A BASE SALARY AT THE RATE IN
EFFECT ON THE DATE OF TERMINATION.
FOR PURPOSES OF VESTING UNDER THE 2003
OUTPERFORMANCE PLAN, WITHOUT LIMITING ANY OTHER RIGHTS THAT EXECUTIVE MAY HAVE
UNDER THE 2003 OUTPERFORMANCE PLAN, EXECUTIVE SHALL BE TREATED AS IF HE HAD
REMAINED IN THE EMPLOY OF THE EMPLOYER FOR 12 MONTHS AFTER THE DATE OF
TERMINATION.
NOTWITHSTANDING THE FOREGOING, (A) NOTHING IN THIS SECTION
7(A)(III) SHALL