Common use of Premature Termination Clause in Contracts

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 3, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to the average of the two (2) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 3, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, (but not less than 18 months), and an annualized and proportional amount equal to the average of the two (2) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October 1, 19971998. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or twenty four (24but not less than twelve (12) months)or eighteen (18) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and (v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of the Employee's employment of the Executive under this Agreement by the Employer because of failure hereunder pursuant to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of paragraph clauses (dii), (iii) or (iv) of this Section 35, then notwithstanding any actual or allegedly available alternative employment or other mitigation not less than 10 days' written notice of damages such termination shall be given by or available the terminating party to the Executiveother party, which notice shall specify the Executive shall be entitled to a "Lump Sum Payment" equal to basis for and the sum of: (w) his monthly Base Salary then payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to the average of the two (2) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the effective date of termination, [all items in . The existence of a disability of Employee pursuant to clause (zii) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed this Section 5 shall be determined by the Employer or twenty four (24) months following Board of Directors in consultation with a reputable, licensed physician selected by Employer, and Employee shall cooperate in all reasonable respects to enable an examination to be made by such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion or benefits accrued as of the date of terminationphysician.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term Basic Term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (de) of this Section 34, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Premature Termination Payment" equal to the sum of: (w) his monthly three (3) times the rate of annualized Base Salary then payablepayable to the Executive, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to plus (x) three (3) times the average of the two three (23) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997. In the event of a termination governed by this subparagraph (b)(ic) of Section 34, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any such optionsoptions granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (f) of this Section 4, or a "“for-cause" ” termination in accordance with the provisions of paragraph (d) of this Section 34, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum “Termination Payment" ” equal to the sum of: (w) his monthly three (3) times the rate of annualized Base Salary then payablepayable to the Executive, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to plus (x) three (3) times the average of the two three (23) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997. In the event of a termination governed by this subparagraph paragraph (b)(ib) of Section 34, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any such optionsoptions granted under any stock option or share incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's ’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "“Post-Termination Perquisites and Benefits"”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or twenty four twelve (2412) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 3, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Payment" equal to one-half the sum of: (w) his monthly annualized Base Salary then payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to the average of the two (2) plus one-half most recent annual Performance Bonuses Bonus that the Executive received; . For purposes of calculating the Lump Sum Payment amounts amount due, the Executive's employment with the Employer shall be agreed to have commenced on October 14, 1997. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer or its Parent or General Partner ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or twenty four six (246) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term Basic Term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "“for-cause" ” termination in accordance with the provisions of paragraph (de) of this Section 34, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum “Premature Termination Payment" ” equal to the sum of: (w) his monthly three (3) times the rate of annualized Base Salary then payablepayable to the Executive, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to plus (x) three (3) times the average of the two three (23) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997. In the event of a termination governed by this subparagraph (b)(ic) of Section 34, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any such optionsoptions granted under any stock option or share incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's ’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "“Post-Termination Perquisites and Benefits"”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof hereof, termination upon disability in accordance with the provisions of paragraph (f) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 34, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Termination Payment" equal to the sum of: (w) his monthly two (2) times the rate of annualized Base Salary then payablepayable to the Executive, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to plus (x) two (2) times the average of the two (2) most recent annual Performance Bonuses that the Executive received; provided, however that if the Executive has been employed by the Employer for fewer than two (2) years, then the amount set forth in (x) above shall be equal to two (2) times the average of the annual Performance Bonus that the Executive has theretofore received from the Employer. For purposes of calculating the Lump Sum Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October July 1, 19971999. In the event of a termination governed by this subparagraph (b)(ib) of Section 34, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (zy) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or (but not less than twelve (12) months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (zy) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 3, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall shall, subject to the "Age-Based Adjustments" provided and defined in Section 3(h) below, be entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to twenty-four (24); plus (x) two (2) times the average of the two (2) most recent annual Performance Bonuses that the Executive received; For purposes of calculating received from the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997Employer. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer the First Industrial Realty Trust, Inc. 1994 Stock Incentive Plan ("Option PlanSIP Options") ), and awards outstanding under the First Industrial Realty Trust, Inc. Deferred Income Plan ("DIP Awards"), and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such optionsSIP Options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, together with the Cash Allowances, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or twenty twenty-four (24) months following such termination, subject to the proviso that all of the Post-Termination Perquisites and Benefits set forth above shall in all events terminate as of the Retirement Date. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof hereof, termination upon disability in accordance with the provisions of paragraph (f) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 34, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Termination Payment" equal to the sum of: (w) his monthly three (3) times the rate of annualized Base Salary then payablepayable to the Executive, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to plus (x) three (3) times the average of the two three (23) most recent annual Performance Bonuses that the Executive received; provided, however, that if the Executive has been employed by the Employer for fewer than three (3) years, then the amount set forth in (x) above, shall be equal to three (3) times the average of the annual Performance Bonuses that the Executive theretofore received from the Employer. For purposes of calculating the Lump Sum Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October September 15, 19971999. In the event of a termination governed by this subparagraph (b)(ib) of Section 34, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any such optionsoptions granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or (but not less than twelve (12) months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof hereof, termination upon disability in accordance with the provisions of paragraph (f) of this Section 4, or a "“for-cause" ” termination in accordance with the provisions of paragraph (d) of this Section 34, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum “Termination Payment" ” equal to the sum of: (w) his monthly three (3) times the rate of annualized Base Salary then payablepayable to the Executive, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to plus (x) three (3) times the average of the two three (23) most recent annual Performance Bonuses that the Executive received; provided, however that if the Executive has been employed by the Employer fewer than three (3) years, then the amount set forth in (x) above, shall be equal to three (3) times the average of the annual Performance Bonuses that the Executive has theretofore received from the Employer. For purposes of calculating the Lump Sum Termination Payment amounts due, the Executive's ’s employment with the Employer shall be agreed to have commenced on October July 1, 19971999. In the event of a termination governed by this subparagraph (b)(ib) of Section 34, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any such optionsoptions granted under any stock option or share incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's ’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "“Post-Termination Perquisites and Benefits"”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof hereof, termination upon disability in accordance with the provisions of paragraph (f) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 34, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Termination Payment" equal to the sum of: (w) his monthly Base three (3) times the rate of annualized Bonus Salary then payable, multiplied by payable to the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to Executive; plus (x) three (3) times the average of the two three (23) most recent annual Performance Bonuses that the Executive received; provided, however, that if the Executive has been employed by the Employer for fewer than 3 years, then the amount set forth in (x), above, shall be equal to three (3) times the average of the annual Performance Bonuses that the Executive theretofore received from the Employer. For purposes of calculating the Lump Sum Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October July 1, 19971999. In the event of a termination governed by this subparagraph (b)(ib) of Section 34, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any such optionsoptions granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or (but not less than twelve (12) months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof hereof, termination upon disability in accordance with the provisions of paragraph (f) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 34, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Termination Payment" equal to the sum of: (w) his monthly three (3) times the rate of annualized Base Salary then payablepayable to the Executive, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to plus (x) 3 times the average of the two three (23) most recent annual Performance Bonuses that the Executive received; provided, however that if the Executive has been employed by the Employer fewer than three (3) years, than the amount set forth in (x) above, shall be equal to three (3) times the average of the annual Performance Bonuses that the Executive has theretofore received from the Employer. For purposes of calculating the Lump Sum Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October July 1, 19971999. In the event of a termination governed by this subparagraph (b)(ib) of Section 34, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any such optionsoptions granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or (but not less than twelve (12) months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 3, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall shall, subject to the "Age-Based Adjustments" provided and defined in Section 3(h) below, be entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by the remaining lesser of the number of full months the Executive has theretofore been employed by the Employer or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to thirty-six (36); plus (x) three (3) times the average of the two three (23) most recent annual Performance Bonuses that the Executive received; provided, however, that if the Executive has been employed by the Employer for fewer than three (3) years at the date of termination, then the amount set forth in (x) above shall be equal to three (3) times the average of the annual Performance Bonus the Executive has theretofore received from the Employer. For purposes of calculating the Lump Sum Payment amounts duedue under (w) and (x) above, the Executive's employment with the Employer shall be agreed to have commenced on October July 1, 19971994. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer the First Industrial Realty Trust, Inc. 1994 Stock Incentive Plan ("Option PlanSIP Options") ), and awards outstanding under the First Industrial Realty Trust, Inc. Deferred Income Plan ("DIP Awards"), and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such optionsSIP Options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, together with the Cash Allowances, as well as non-exclusive secretarial assistance, office space and accouterments [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or twenty four thirty six (2436) months following such termination, subject to the proviso that all of the Post-Termination Perquisites and Benefits set forth above shall in all events terminate as of the Retirement Date. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "“for-cause" ” termination in accordance with the provisions of paragraph (de) of this Section 34, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum “Termination Payment" ” equal to the sum of: (w) his monthly one (1) times the rate of annualized Base Salary then payablepayable to the Executive, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to plus (x) one (1) times the average of the two three (23) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997. In the event of a termination governed by this subparagraph paragraph (b)(ib) of Section 34, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any such optionsoptions granted under any stock option or share incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided that such items are not available to him her by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's ’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "“Post-Termination Perquisites and Benefits"”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or twenty four twelve (2412) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof hereof, termination upon disability in accordance with the provisions of paragraph (f) of this Section 4, or a "“for-cause" ” termination in accordance with the provisions of paragraph (d) of this Section 34, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum “Termination Payment" ” equal to the sum of: (w) his monthly three (3) times the rate of annualized Base Salary then payablepayable to the Executive, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to plus (x) three (3) times the average of the two three (23) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997. In the event of a termination governed by this subparagraph (b)(ib) of Section 34, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any such optionsoptions granted under any stock option or share incentive plan established by Employer or COPT (“Stock Plan”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's ’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "“Post-Termination Perquisites and Benefits"”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 3, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, (but not less than 18 months), and an annualized and proportional amount equal to the average of the two (2) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October 1, 19971998. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or (but not less than twelve (12) months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof hereof, termination upon disability in accordance with the provisions of paragraph (f) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (d) of this Section 34, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Lump Sum Termination Payment" equal to the sum of: (w) his monthly three (3) times the rate of annualized Base Salary then payablepayable to the Executive, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to plus (x) three (3) times the average of the two three (23) most recent annual Performance Bonuses that the Executive received; provided, however, that if the Executive has been employed by the Employer for fewer than three (3) years, then the amount set forth in (x) above, shall be equal to three (3) times the average of the annual Performance Bonuses that the Executive has theretofore received from the Employer. For purposes of calculating the Lump Sum Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October July 1, 19971999. In the event of a termination governed by this subparagraph (b)(ib) of Section 34, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any such optionsoptions granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. , plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or (but not less than twelve (12) months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion compensation or benefits accrued as of the date of termination.

Premature Termination. Anything in this Agreement contained to the contrary notwithstanding: (i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that, based upon the advice of an independent physician, Employer makes a good faith determination that Employee is so disabled, for mental or physical reasons, as to be unable to substantially perform his duties hereunder for an aggregate of 180 days during any period of 12 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder; provided, however, that if such failure to perform is by its nature capable of being cured, it shall only constitute grounds for termination if it has not been cured within ten days after notice thereof, in reasonable detail, has been given to the breaching party by the nonbreaching party; and (iv) Employee's employment hereunder may be terminated forthwith for any reason whatsoever, in addition to those reasons set forth in clauses (i), (ii), and (iii) above, at the option of Employer. For purposes of clause (iii) of this paragraph 4, a breach by Employee of his obligations under subparagraph 9.2 hereof, or the conviction of Employee for a felony, shall be deemed to be a material failure to perform on the part of Employee which is by its nature not capable of being cured. In the event of the termination of the Employee's employment of the Executive under this Agreement by the Employer because of failure hereunder pursuant to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the term hereof or a "for-cause" termination in accordance with the provisions of paragraph clause (dii) or clause (iii) of this Section 3paragraph 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation not less than ten days' written notice of damages such termination shall be given by or available the terminating party to the Executiveother party, which notice shall specify the Executive shall be entitled to a "Lump Sum Payment" equal to the sum of: (w) his monthly Base Salary then payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to the average of the two (2) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997. In the event of a termination governed by this subparagraph (b)(i) of Section 3, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive to exercise any such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites. plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensa- tion or benefits accrued as of the effective date of termination.