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EXHIBIT 10.1 EXECUTION COPY EMPLOYMENT
AGREEMENT AGREEMENT by and among
FIRST INDUSTRIAL, L.P. (the " Employer "), FIRST INDUSTRIAL
REALTY TRUST, INC. (" FR " and, together with the Employer,
the " Company ") and BRUCE W. DUNCAN (the " Executive
"), executed and effective on January 9, 2009 (the "
Effective Date "). WHEREAS,
the Employer is desirous of employing the Executive on the terms
and conditions, and for the consideration, hereinafter set forth,
and the Executive is desirous of being employed by the Employer on
such terms and conditions and for such consideration.
NOW, THEREFORE, IT IS HEREBY AGREED
AS FOLLOWS: 1. Term .
The Employer hereby agrees to employ the Executive, and the
Executive hereby agrees to serve the Company, subject to the terms
and conditions of this Agreement, for the period commencing on the
Effective Date and ending on December 31, 2012 (the "
Employment Period "), unless previously terminated in
accordance with the provisions of Section 3 hereof.
2. Terms of Employment .
(a) Position and Duties . (i) During the Employment
Period, the Executive shall serve the Employer, and shall act as
the President and Chief Executive Officer of FR, and shall perform
customary and appropriate duties as may be reasonably assigned to
the Executive from time to time by the Board of Directors of FR
(the " Board "). The Executive shall have such
responsibilities, power and authority as those normally associated
with the position of President and Chief Executive Officer in
public companies of a similar stature to FR. The Executive shall be
the senior-most executive of each of the Companies and shall report
solely and directly to the Board. The Executive shall perform his
services at the principal offices of the Company in the Chicago,
Illinois area and shall travel for business purposes to the extent
necessary or appropriate in the performance of such services. The
Executive shall be appointed to the Board as of the Effective Date,
and shall be nominated for reelection to the Board at the 2009
meeting of FR shareholders and each other meeting of FR
shareholders occurring during the Employment Period at which the
Executive’s Board seat is up for election, and so long as
Executive remains on the Board shall serve without compensation
other than that herein provided. Unless otherwise requested by the
entire Board, upon Executive’s cessation of employment with
the Employer for any reason, Executive shall resign from the Board.
(ii) During
the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive agrees
to devote substantially all of his attention and time during normal
business hours 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, it shall not be a
violation of this Agreement for the Executive to serve (A) on
the board of directors of Starwood Hotels and Resorts Worldwide,
Inc. and to serve as chairman of such board and, if the Executive
no longer serves on such board, to serve on the board of one other
for-profit corporation selected by the Executive (subject to the
reasonable approval of the Board), or (B) on civic or
charitable boards
or committees, or to deliver lectures, fulfill speaking
engagements or teach at educational institutions and manage
personal investments, so long as the activities described in the
preceding clauses (A) and (B) do not materially interfere
with the performance of the Executive’s responsibilities in
accordance with this Agreement and the Executive complies with
applicable provisions of FR’s Code of Business Conduct and
Ethics. (b) Compensation
. (i) Base Salary . During the Employment Period, the
Executive shall receive from the Employer an annual base salary ("
Annual Base Salary ") of $800,000. The Executive’s
Annual Base Salary shall be reviewed at least annually by the
Compensation Committee of the Board (the " Committee ")
pursuant to its normal performance review policies for senior
executives. The Committee may, but shall not be required to,
increase the Annual Base Salary at any time for any reason and the
term "Annual Base Salary" as utilized in this Agreement shall refer
to the Annual Base Salary as increased from time to time. The
Annual Base Salary shall not be reduced after any such increase,
and any increase in Annual Base Salary shall not serve to limit or
reduce any other obligation to the Executive under this Agreement.
The Annual Base Salary shall be paid at such intervals as the
Employer pays executive salaries generally.
(ii) Annual Bonus . The
Executive shall be paid an annual cash performance bonus (an
"Annual Bonus") in respect of each calendar year that ends during
the Employment Term, to the extent earned based on performance
against objective and reasonably attainable performance criteria.
The performance criteria for any particular calendar year shall be
upon in good faith by the Committee no later than 90 days
after the commencement of such calendar year and, in any event,
shall be substantially consistent with the performance criteria
applicable to other senior executives of the Company for the
applicable year. Executive’s Annual Bonus for a calendar year
shall equal 150% of his annualized year-end base salary (the "
Target Bonus ") for that year if target levels of
performance for that year are achieved, with greater or lesser
amounts (including zero) paid for performance above and below
target (such greater and lesser amounts to be determined by a
formula established by the Committee for that year when it
established the targets and performance criteria for that year),
and with a maximum bonus no greater than 200% of his annualized
year-end Annual Base Salary. The Executive’s Annual Bonus for
a calendar year shall be determined by the Committee after the end
of the calendar year and shall be paid to the Executive when annual
bonuses for that year are paid to other senior executives of the
Company generally, but in no event later than March 15 of the
following calendar year, unless the Executive shall elect to defer
the receipt of such Annual Bonus pursuant to an arrangement
implemented by the Employer that meets the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended
(the " Code "). In carrying out its functions under this
Section 2(b)(ii), the Committee shall at all times act
reasonably and in good faith, and shall consult with Executive to
the extent appropriate. The Annual Bonus shall be paid in cash,
fully vested and freely transferable shares of common stock of FR
(" Common Stock ") or a combination thereof, as determined
by the Committee; provided that the percentage of the
Executive’s Annual Bonus paid in stock shall not be greater
than that of other senior executives generally.
(iii) Long-Term Awards .
(A) Commencing with the annual grant of long-term awards to
senior executives of the Company during 2010, the Executive shall
be entitled to participate in all long-term cash and equity
incentive plans, practices, policies, and programs
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applicable generally to other senior executives of the Company
on a level determined by the Committee reasonably and in good faith
to be commensurate with his position. The amount of
Executive’s annual long-term awards shall be determined by
the Committee in good faith in its sole discretion; provided that
the value of Executive’s annual long term awards shall be no
less than that of senior executive officers generally.
(B) On the Effective Date, the
Executive shall be granted by FR a "sign-on award" of restricted
stock units in respect of 1,000,000 shares of Common Stock (the "
Sign-On RSUs ") pursuant to the Restricted Stock Unit Award
Agreement attached hereto as Exhibit A . The Sign-On
RSUs shall be granted pursuant to the "employment inducement award"
exception to the shareholder approval requirements of the New York
Stock Exchange set forth in Rule 303A.00 of the New York Stock
Exchange Listed Company Manual, and the Common Stock underlying the
Sign-On RSUs shall be promptly registered by the Company on Form
S-8 promptly following the Effective Date.
(iv) Benefits . Other
than as stated in Section 2(b)(iii)(A) above, during the
Employment Period, the Executive shall be entitled to participate
in all executive and employee benefit plans and programs of the
Company on the same basis as provided generally to other senior
executives of the Company. Each of the Employer and FR reserves the
right to amend or cancel any such plan or program in its sole
discretion, subject to the terms of such plan or program and
applicable law. In addition, during the Employment Period the
Executive shall receive from the Employer an automobile allowance
of $800 per month. The Executive shall be promptly reimbursed by
the Employer for the reasonable legal fees and expenses incurred by
him in connection with the negotiation and execution of this
Agreement, provided that in no event shall reimbursements by the
Employer under this Agreement be made later than the end of the
calendar year next following the calendar year in which the
applicable fees and expenses were incurred, provided , that
the Executive shall have submitted an invoice for such fees and
expenses at least 10 days before the end of the calendar year
next following the calendar year in which such fees and expenses
were incurred. The amount of such fees that the Employer is
obligated to reimburse any given calendar year shall not affect the
fees that the Employer is obligated to reimburse in any other
calendar year, and the Executive’s right to have the Employer
reimburse such fees may not be liquidated or exchanged for any
other benefit. (v)
Vacation . During the Employment Period, the Executive shall
be entitled to receive annual paid vacation per year in accordance
with the Company’s policies, but not less than five weeks per
year. Unused vacation time shall not accrue and carry over from
year to year. (vi)
Indemnification; Insurance . During the Employment Period
and thereafter, each of the Employer and FR agrees to indemnify and
hold the Executive and the Executive’s heirs and
representatives harmless, to the maximum extent permitted by law,
against any and all damages, costs, liabilities, losses and
expenses (including reasonable attorneys’ fees) as a result
of any claim or proceeding (whether civil, criminal, administrative
or investigative), or any threatened claim or proceeding (whether
civil, criminal, administrative or investigative), against the
Executive that arises out of or relates to the Executive’s
service as an officer, director or employee, as the case may be, of
the Employer or FR, or the Executive’s service in any such
capacity or similar capacity with an affiliate of the Employer or
FR or other entity at the request
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of the Employer or FR, both prior to and after the Effective
Date, and to promptly advance to the Executive or the
Executive’s heirs or representatives such expenses upon
written request with appropriate documentation of such expense upon
receipt of an undertaking by the Executive or on the
Executive’s behalf to repay such amount if it shall
ultimately be determined that the Executive is not entitled to be
indemnified by the Employer or FR. In addition, the Company agrees
to continue and maintain, at the Company’s expense, a
directors’ and officers’ liability insurance policy
covering Executive both during and, while potential liability
exists, after the Employment Period throughout all applicable
limitations periods that is no less favorable to the Executive than
the policy covering active employees, directors and senior officers
of the Employer or FR. (vii)
Expenses . During the Employment Period, the Executive shall
be entitled to receive from the Employer prompt reimbursement for
all reasonable business expenses incurred by the Executive in
accordance with the Company’s policies.
3. Termination of
Employment . (a) Death or Disability . The
Executive’s employment and the Employment Period shall
terminate automatically upon the Executive’s death during the
Employment Period. If the Company determines in good faith that the
Disability (as defined below) of the Executive has occurred during
the Employment Period, it may provide the Executive with written
notice in accordance with Section 12(b) of this Agreement of its
intention to terminate the Executive’s employment. In such
event, the Executive’s employment with the Company and the
Employment Period shall terminate effective on the 30th day after
receipt of such notice by the Executive (the " Disability
Effective Date "), provided that, within the thirty
(30) days after such receipt, the Executive shall not have
returned to full-time performance of the Executive’s duties.
For purposes of this Agreement, " Disability " shall mean
the inability of the Executive to perform the Executive’s
duties with the Company on a full-time basis for six consecutive
months or 150 business days within any twelve month period as a
result of a physical, mental or psychological incapacity or
impairment. (b) Cause .
The Company may terminate the Executive’s employment and the
Employment Period either with or without Cause. For purposes of
this Agreement, " Cause " shall mean:
(i) The Executive’s willful and
continued failure to substantially perform the Executive’s
duties with the Company after receipt of a Notice requesting such
performance given in accordance with the procedures and time
periods described below; (ii) Willful
and gross misconduct by the Executive in connection with his
performance of services for the Employer;
(iii) A willful and material breach
by the Executive of the restrictive covenants and confidentiality
provisions of the Agreement; (iv)
Habitual substance abuse by the Executive that continues after
receiving Notice given in accordance with the procedures and time
periods described below;
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(v) Final disqualification of the
Executive by a governmental agency from serving as an officer or
director of the Company; or (vi) The
Executive’s conviction of, or entry of a plea of guilty or
nolo contendere with respect to, a felony crime (excluding any
vehicular offense) or a crime involving fraud, forgery,
embezzlement or similar conduct. provided , however ,
that the actions in (iii) and (iv) above will not be
considered Cause unless the Executive has failed to cure such
actions (if curable) within 30 days of receiving written
notice specifying with particularity the events allegedly giving
rise to Cause and that such actions will not be considered Cause
unless the Company provides such written notice within 90 days of
the full Board (excluding the Executive, if applicable at the time
of such notice) having knowledge of the relevant action (a "
Notice "). Further, no act or failure to act by the
Executive will be deemed "willful" unless done or omitted to be
done not in good faith or without reasonable belief that such
action or omission was in the Company’s best interests, and
any act or omission by the Executive pursuant to authority given
pursuant to a resolution duly adopted by the Board or on the advice
of counsel for the Company will be deemed made in good faith and in
the best interests of the Company. The Executive will not be deemed
to be discharged for Cause unless and until there is delivered to
the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than two thirds (2/3) of the entire
membership of the Board (excluding the Executive, if he is then a
member of the Board), at a meeting called and duly held for such
purpose (after reasonable notice to Executive and an opportunity
for the Executive and the Executive’s counsel to be heard
before the Board), finding in good faith that Executive is guilty
of the conduct set forth above and specifying the particulars
thereof in detail. (c) Good
Reason . The Executive’s employment and the Employment
Period may be terminated by the Executive for Good Reason or by the
Executive voluntarily without Good Reason. " Good Reason "
means the occurrence of any one of the following events without the
prior written consent of the Executive:
(i) The removal from, or failure to
re-elect to, or the requirement to share with another, the
Executive’s position as either President or Chief Executive
Officer of FR; (ii) A material
diminution of, or material reduction or material adverse alteration
in, the Executive’s duties or responsibilities, or the
Board’s assignment to the Executive of duties,
responsibilities or reporting requirements that are materially
inconsistent with his positions (it being understood that if the
Executive does not continue to be the Chief Executive Officer of a
public company following a "Change in Control Event" (as defined
below), such a material diminution, reduction and alteration shall
be deemed to have occurred); (iii)
The failure to nominate the Executive for election to Board at any
meeting of Shareholders during the Employment Period at which the
Executive’s Board seat is up for election;
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(iv) The reduction of the
Executive’s Annual Base Salary, Target Bonus or maximum
Annual Bonus potential; (v) The
Company changes the Executive’s primary work location to more
than 30 miles from its location as of the Effective Date resulting
in an increase in the Executive’s commute to and from the
Executive’s primary residence of 30 miles or more;
(vi) The Employer or FR materially
breaches the Agreement; or (vii)
Despite Executive’s timely objection, the Company
intentionally directs Executive to engage in unlawful conduct;
provided , however , that the actions in
(i) through (vi) above will not be considered Good Reason
unless the Executive shall describe the basis for the occurrence of
the Good Reason event in reasonable detail in a Notice of
Termination (as defined below) provided to the Company in writing
within 90 days of the Executive’s knowledge of the
actions giving rise to the Good Reason, the Company has failed to
cure such actions within 30 days of receiving such Notice of
Termination (and if the Company does effect a cure within that
period, such Notice of Termination shall be ineffective) and the
Executive terminates employment for Good Reason not later than
thirty (30) days following the last day of the applicable cure
period. (d) Notice of
Termination . Any termination of employment by the Company or
the Executive shall be communicated by Notice of Termination (as
defined below) to the other party hereto given in accordance with
Section 12(b) of this Agreement. For purposes of this Agreement, a
" Notice of Termination " shall mean a written notice that
(i) indicates the termination provision in this Agreement
relied upon and (ii) specifies Date of Termination (as defined
below) if other than the date of receipt of such notice. The
failure by the Company or the Executive to set forth in the Notice
of Termination any fact or circumstance that contributes to a
showing of Cause or Good Reason shall not waive any right of the
Company or the Executive, respectively, hereunder or preclude the
Company or the Executive, respectively, from asserting such fact or
circumstance in enforcing the Company’s or the
Executive’s rights hereunder within the applicable time
period set forth in this Agreement.
(e) Date of Termination
. " Date of Termination " shall mean (i) if the
Executive’s employment is terminated by the Company for Cause
or other than for Cause, death or Disability, the date of receipt
of the Notice of Termination or any later date specified therein
(which date shall not be more than thirty (30) days after the
giving of such notice), (ii) if the Executive’s
employment is terminated by reason of death or by the Company for
Disability, the date of death of the Executive or the Disability
Effective Date, as the case may be, and (iii) if the Executive
resigns with or without Good Reason, thirty (30) days from the
date of the Company’s receipt of the Notice of Termination,
or such earlier or later date as is mutually agreed by the Company
and the Executive (subject to the Company’s right to cure in
the case of a resignation for Good Reason). Notwithstanding the
foregoing, in no event shall the Date of Termination occur until
the Executive experiences a "separation from service" within the
meaning of Section 409A of the Code, and the date on which
such separation from service takes place shall be the "Date of
Termination."
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4. Obligations of the
Company upon Termination . (a) By the Company Other Than for
Cause, Death or Disability; By the Executive for Good Reason .
Subject to Section 5, if, during the Employment Period,
(x) the Company shall terminate the Executive’s
employment other than for Cause, death or Disability or
(y) the Executive shall terminate employment for Good Reason:
(i) the Company shall pay to the
Executive the following amounts: (A)
a lump sum cash payment within 30 days after the Date of
Termination equal to the aggregate of the following amounts:
(1) the Executive’s Annual Base Salary and accrued
vacation pay through the Date of Termination, (2) the
Executive’s accrued Annual Bonus for the fiscal year
immediately preceding the fiscal year in which the Date of
Termination occurs (other than any portion of such Annual Bonus
that was previously deferred, which portion shall instead be paid
in accordance with the applicable deferral election) if such bonus
has not been paid as of the Date of Termination, and (3) the
Executive’s business expenses that have not been reimbursed
by the Employer as of the Date of Termination that were incurred by
the Executive prior to the Date of Termination in accordance with
the applicable Company policy, in the case of each of clauses
(1) through (3), to the extent not previously paid (the sum of
the amounts described in clauses (1) through (3) shall be
hereinafter referred to as the " Accrued Obligations ");
(B) subject to the Executive’s
delivery (and non-revocation) of an executed release of claims
against the Employer, FR and their respective officers, directors,
employees and affiliates in substantially the form attached hereto
as Exhibit B (the " Release "), which Release must be
delivered to the Company not later than 22 days after the Date
of Termination (or such longer period of time permitted by the
Company, but in no event later than the latest business day that is
not more than two months after the end of the calendar year in
which the Date of Termination occurs) (the " Release
Deadline "), an amount equal to two times the sum of
(X) Executive’s Annual Base Salary as of the Date of
Termination and (Y) Executive’s Target Bonus for the fiscal
year in the which the Date of Termination occurs, paid (i) 50%
in a cash lump sum on the 30th day following the Date of
Termination and (ii) 50% in equal installments over
24 months following the Date of Termination in accordance with
the Company’s normal payroll practices; provided ,
however , that if the Date of Termination occurs within 24
months following a Change in Control Event which also constitutes a
"change in the ownership" of FR, a "change in effective control" of
FR or a "change in the ownership of a substantial portion of the
assets" of FR, as each such term is defined in Treas. Reg.
Section 1.409A-3(i)(5), the payment described in this
paragraph shall be made in a single lump sum not later than ten
business days following the Date of Termination, and shall not be
subject to the Executive’s execution of a Release; and
(C) a lump-sum amount in cash equal
to the product of (x) the Annual Bonus which would have been
earned by the Executive for the fiscal year in
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which the Date of Termination occurs had the Executive remained
employed throughout such fiscal year, based on the degree to which
the applicable performance goals are achieved and (y) a
fraction, the numerator of which is the number of days in the
fiscal year in which the Date of Termination occurs through the
Date of Termination, and the denominator of which is 365, which
amount shall be paid on the date on which annual bonuses for the
fiscal year in which the Date of Termination occurs are paid to
senior executives of the Company generally, but not later than 75
days after the end of the fiscal year in which the Date of
Termination occurs; (ii) For two
years following the Date of Termination (the "Benefits Period"),
the Company shall provide the Executive and Executive’s
spouse and eligible dependents with medical and dental insurance
coverage (the "Health Care Benefits") no less favorable to those
which the Executive and his spouse and eligible dependents were
receiving immediately prior to the Date of Termination;
provided , however , that the Health Care Benefits
shall be provided during the Benefits Period in such a manner that
such benefits are excluded from the Executive’s income for
federal income tax purposes; provided , further ,
however , that if the Executive becomes re-employed with
another employer and is eligible to receive health care benefits
under another employer-provided plan, the Health Care Benefits
provided hereunder shall cease. The benefits provided pursuant to
this Section 4(a)(ii) are referred to hereafter as the "
Post-Employment Health Care Benefits "; and
(iii) To the extent not theretofore
paid or provided, the Employer shall timely pay or provide to the
Executive any other amounts or benefits required to be paid or
provided or that the Executive is eligible to receive under any
plan, program, policy or practice or contract or agreement of the
Company and its affiliated companies through the Date of
Termination (such other amounts and benefits shall be hereinafter
referred to as the " Other Benefits "). Notwithstanding the
foregoing provisions of Section 4(a)(i), in the event that the
Executive is a "specified employee" (within the meaning of
Section 409A of the Code and with such classification to be
determined in accordance with the methodology established by the
Company) (a " Specified Employee "), amounts and benefits
(other than the Accrued Obligations) that are deferred compensation
(within the meaning of Section 409A of the Code) that would
otherwise be payable or provided under Section 4(a)(i) during
the six-month period immediately following the Date of Termination
shall instead be paid, with interest on any delayed payment at the
applicable federal rate provided for in Section 7872(f)(2)(A)
of the Code (" Interest "), on the first business day after
the date that is six months following the Date of Termination (the
" 409A Payment Date "). For purposes of this Agreement, a
"Change in Control Event" shall mean:
(A) The
consummation of the acquisition by any person (as such term is
defined in Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) of beneficial ownership (within
the meaning of Rule 13d-3
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promulgated under the 1934 Act) of forty percent (40%) or more
of the combined voting power embodied in the then-outstanding
voting securities of FR; or (B) The
cessation, by the persons who, as of the date hereof, constitute
the Board (the " Incumbent Directors "), as a result of a
tender offer, proxy contest, merger or similar transaction or event
(as opposed to turnover caused by death or resignation), to
constitute at least a majority of the board of directors of the
successor to FR, provided that any person becoming a director of FR
subsequent to the date hereof whose election or nomination for
election was approved by a vote of at least a majority of the
Incumbent Directors, or by a Nominating Committee duly appointed by
such Incumbent Directors, or by successors of either who shall have
become Directors other than as a result of a hostile attempt to
change Directors, whether through a tender offer, proxy contest or
similar transaction or event (or settlement thereof), shall be
considered an Incumbent Director; or
(C) The consummation of:
(I) A
merger or consolidation of FR, if (X) the common stockholders
of FR, as constituted in the aggregate immediately before such
merger or consolidation do not, as a result of and following such
merger or consolidation, own, directly or indirectly, more than
fifth percent (50%) of the combined voting power of the then
outstanding voting securities of the successor to FR resulting from
such merger or consolidation in substantially the same proportion
as was represented by their ownership of the combined voting power
of the voting securities of FR outstanding immediately before such
merger or consolidation and (Y) at least a majority of the
members of the board of directors (or, for a non-corporate entity,
equivalent governing body) of the entity resulting from such merger
or consolidation were not Incumbent Directors at the time of the
execution of the initial agreement or of the action of the Board
providing for such merger or consolidation; or
(II) A
liquidation, sale or other ultimate disposition or transfer of
fifty percent (50%) or more of the total assets of FR or the
Employer, and their respective subsidiaries, without a concurrent
or imminent plan to reinvest the proceeds therefrom in industrial
real estate (a " 50% or More Sale "). The parties agree and
acknowledge that such a reinvestment plan could be a multi-year
plan. A 50% or More Sale shall be deemed to have occurred hereunder
at such time as FR shall have disposed, in a single transaction or
set of related transactions, of more than fifty percent (50%) of
the Net Asset Value (defined below) of its and its
subsidiaries’ total real estate portfolio. Such percentage of
the portfolio shall be deemed to have been transferred at such time
as FR and its subsidiaries shall have disposed of fifty percent
(50%) or more of their properties in relation to "Net Asset Value,"
such term meaning the net value of its real estate assets
calculated in accordance with customary and generally accepted
principles of accounting and asset valuation used within the REIT
industry.
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(D)
Notwithstanding the immediately preceding clauses (A), (B) and
(C), a Change in Control Event shall not be deemed to occur
(1) solely because fifty percent (50%) or more of the combined
voting power of the then-outstanding securities of FR is acquired
by (X) a trustee or other fiduciary holding securities under
one or more employee benefit plans maintained for employees of FR,
the Employer and/or their U.S. subsidiaries, or (Y) any
corporation or other entity which, immediately prior to such
acquisition, is substantially owned directly or indirectly by FR or
by its stockholders in the same proportion as their ownership of
stock in FR immediately prior to such acquisition or (2) as a
result of any transaction in which the Executive participates in
any manner with the person or entity affecting the acquisition or
other applicable transaction that, if not for this sub-clause
(D)(2), would be a Change in Control Event.
(b) Death . If the
Executive’s employment is terminated by reason of the
Executive’s death during the Employment Period, this
Agreement shall terminate without further obligations to the
Executive’s legal representatives under this Agreement, other
than (i) payment of Accrued Obl
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