Common use of Effectiveness of Agreement; Term Clause in Contracts

Effectiveness of Agreement; Term. This Agreement shall become effective at the Acquisition Effective Time on the Closing Date (as defined in the Merger Agreement) (the “Effective Date”). If the Merger Agreement is terminated in accordance with its terms or otherwise and, consequently, the Acquisition Effective Time and the Closing Date does not occur, at the time of such termination this Agreement shall be null and void ab initio and of no force or effect. Upon the occurrence of the Acquisition Effective Time, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, the Partnership, and Glimcher LP, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the fifth annual anniversary of the Effective Date (the “Employment Period”); provided, that, on the fifth annual anniversary of the Effective Date and each annual anniversary of such date thereafter (such date and each annual anniversary thereof, a “Renewal Date”), unless previously terminated in accordance with the provisions of Section 3 hereof, the Employment Period shall be automatically extended so as to terminate one year from such Renewal Date unless, at least 120 days prior to the Renewal Date, either party shall give written notice to the other that the Employment Period shall not be so extended. If the Employment Period is terminated by reason of the Company giving written notice of non-renewal in accordance with this Section 1, such termination shall constitute a termination of the Executive’s employment without Cause as provided under the Severance Benefits Agreement, by and between the Executive and the Company, dated as of June 11, 1997, as amended April 1, 2011 and as further amended as of the date hereof (the “Severance Benefits Agreement”).

Effectiveness of Agreement; Term. This Agreement shall become effective at the Acquisition Effective Time on the Closing Date (as defined in the Merger Agreement) (the “Effective Date”). If the Merger Agreement is terminated in accordance with its terms or otherwise and, consequently, the Acquisition Effective Time and the Closing Date does not occur, at the time of such termination this Agreement shall be null and void ab initio and of no force or effect. Upon the occurrence of the Acquisition Effective TimeDate, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve be employed by the Company, the Partnership, and Glimcher LP, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the fifth annual third anniversary of the Effective Date (the “Employment Period”); provided, that, on the fifth annual third anniversary of the Effective Date and each annual anniversary of such date thereafter (such date and each annual anniversary thereof, a “Renewal Date”), unless previously terminated in accordance with the provisions of Section 3 hereof, the Employment Period shall be automatically extended so as to terminate one year from such Renewal Date unless, at least 120 90 days prior to the a Renewal Date, either party shall give written notice (any such notice, a “Non-Renewal Notice”) to the other that the Employment Period shall not be so extended. If ; provided, further, that, notwithstanding the Employment Period is terminated by reason of foregoing, the Company giving written notice may not give a Non-Renewal Notice during the Protected Period (as defined below). Notwithstanding the foregoing, if Ventas decides, and publicly announces, that it will not be consummating the Spinoff, or if the Effective Date has not occurred as of non-renewal in accordance with June 30, 2016, this Section 1Agreement shall become null and void ab initio, such termination and neither the Company nor the Executive shall constitute a termination of have any rights hereunder (and, for clarity, the Executive’s employment without Cause as provided under the Severance Benefits Agreement, by and agreement between the Executive and the CompanyVentas, dated as of June 11September 18, 19972002, as amended April 1March 19, 2011 2007 and as further amended as of the date hereof December 31, 2008 (the “Severance Benefits Prior Employment Agreement”) shall in such case remain in full force and effect).