Browse > Home / IndustryIntelligence / Real Estate / Transition Agreements

Real Estate

Transition Agreements

Page 1 of 11

$41	Preview Full Doc	2003	Transition Agreement Transition Agreement (37K) Doc #154481: Click preview link for longer preview. TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Donald Rechler (the "Executive"). WHEREAS, pursuant to (i) the Redemption Agreement (the "Redemption Agreement"), dated September 10, 2003, by and between ROP and Reckson FS Limited Partnership ("Reckson FS") as transferor and Rechler Equity Partners I LLC ("RALI I") as transferee, and (ii) the Property Sale Agreement (the "Property Sale Agreement," and together with the Redemption Agreement, the "Purchase Agreements"), dated September 10, 2003, by and between ROP and Reckson FS as seller and Rechler Equity Partners II LLC ("RALI II," and together with RALI I, the "RALI Entities") as purchaser, the RALI Entities will acquire certain properties currently owned by ROP and/or its subsidiaries (the "Properties"); WHEREAS, in connection with the transactions contemplated by the Purchase Agreements, ROP, Reckson FS and the RALI Entities will also effect certain other transactions pursuant to the agreements (the "Related Agreements") listed on Schedule A hereto; WHEREAS, in connection with the transactions contemplated by the Purchase Agreements and the Related Agreements, the Executive's employment with the Company will cease as of the Closing Date (as such term is defined in the Redemption Agreement); WHEREAS, the Company and the Executive are currently parties to the following agreements (collectively referred to as the "Employment-Related Agreements"): (i) an amended and restated Employment Agreement and Noncompetition Agreement, dated August 15, 2000 (the "Employment Agreement"), (ii) an amended and restated Severance Agreement, dated August 15, 2000 (the "Severance Agreement"), (iii) a Long-Term Incentive Award Agreement, dated March 13, 2003 (the "LTI Agreement"), (iv) an Award Agreement, dated November 14, 2002 (the "2002 Award Agreement"), (v) an Award Agreement, dated March 13, 2003 (the "2003 Award Agreement"), (vi) a split dollar life insurance agreement (the "Split Dollar Agreement"), and (vii) all stock option agreements covering outstanding options (the "Options") to acquire common stock of the Company held by the Executive as of the Termination Date (the "Stock Option Agreements"); and WHEREAS, the Company has required, as a condition to consummating the Purchase Agreements, that the Executive enter into this Agreement, and the Executive is willing to enter into this Agreement. NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by the Executive, the Company and the Executive hereby covenant and agree as follows: SECTION 1. TERMINATION OF EMPLOYMENT. It is hereby agreed that the Executive's employment with the Company and ROP as an officer and employee will terminate immediately prior to the Closing (as such term is defined in the Redemption Agreement), and effective as of immediately prior to the Closing, the Executive hereby resigns from all of his positions as an {PAGE} employee and officer, as applicable, of the Company, ROP and each of their respective subsidiaries; provided, however, that the Executive will continue to serve as non-executive chairman of the board of directors of the Company and/or ROP following the Closing. The date of the termination of employment pursuant to this Section 1 is referred to herein as the "Termination Date." Subject to the ultimate occurrence of the Closing Date, the Executive waives, as of the date hereof, any rights to or benefits resulting from any Change of Control or similar provisions in any plan, program, policy or agreement of the Company or its affiliates to which the Executive is a party. SECTION 2. COMPENSATION MATTERS. 2.1. ACCRUED COMPENSATION. On the Termination Date the Company shall pay to the Executive a lump sum cash payment equal to the sum of (i) any salary or other wages earned by the Executive, but unpaid as of the Termination Date, (ii) compensation for the Executive's accrued, but unused vacation time as of the Termination Date, if any, and (iii) any unreimbursed business expenditures incurred by the Executive on or prior to the Termination Date. 2.2. 2003 ANNUAL BONUS. As a full and complete settlement of the Company's obligations with respect to the Executive's annual bonus for the year 2003, (i) on the Termination Date the Company shall pay to the Executive a lump sum cash payment in an amount equal to 100% (or, if greater, a percentage equal to the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company) of the Executive's base salary as of the date hereof, reduced by any annual bonus for 2003 previously paid to the Executive, and (ii) if annual bonuses for 2003 have not been paid to other executive officers of the Company and ROP as of the Termination Date, at such time as such annual bonuses are paid to such other executive officers, the Company shall pay to the Executive an amount equal to a percentage of the Executive's base salary (as of the date hereof) equal to the amount, if any, by which the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company or ROP exceeds the percentage of the Executive's base salary used to calculate the payment in clause (i) of this Section 2.2. 2.3. LONG-TERM INCENTIVE AWARDS. (a) Effective as of the Termination Date, the Executive shall become vested with respect to, and the restrictions shall lapse on, 6.25% of the 138,889 shares of restricted stock (the "Core Shares") granted to the Executive pursuant to the LTI Agreement. On March 13, 2004, the Executive shall become vested with respect to, and the restrictions shall lapse on, 18.75% of the Core Shares, so long as the Executive would have become vested with respect to such Core Shares had the Executive remained continuously employed with the Company through that date. In the event the Executive is not entitled to any vesting on March 13, 2004 with respect to the Core Shares referred to in the preceding sentence, the Executive will be entitled receive such compensation (in whatever form, including vesting of the non-vested Core Shares) provided by the Company to other executive officers of the Company as compensation for the non-vesting of their Core Shares on that date (or, if applicable, to the executive officer receiving the highest compensation in respect of non-vested Core Shares). As and when the Executive becomes vested with respect to the Core Shares, the Company shall 154481	Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Transition Agreement: Reckson Associates Realty – D. RECHLER TSA {TEXT} EXHIBIT 10.3 TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Donald Rechler (the "Executive"). WHEREAS, pursuant _____________ Reckson Associates Realty – return receipt requested, postage prepaid and addressed to the intended recipient as set forth below: 9 {PAGE} If to the Company or ROP: Reckson Associates Realty Corp. Attention: General Counsel If to the Executive: All such notices, requests, consents and other communications shall be deemed to have been given _____________ RECKSON ASSOCIATES REALTY – be as set forth therein. 11 {PAGE} IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty _____________ Reckson Associates Realty – RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty Corp., its general partner By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President EXECUTIVE /s/ DONALD RECHLER -------------------------------- Donald Rechler _____________ dt 109829 ; Donald Rechler;	Reckson Operating Partnership LP
$40	Preview Full Doc	2003	Transition Agreement Transition Agreement (36K) Doc #154482: Click preview link for longer preview. TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Roger Rechler (the "Executive"). WHEREAS, pursuant to (i) the Redemption Agreement (the "Redemption Agreement"), dated September 10, 2003, by and between ROP and Reckson FS Limited Partnership ("Reckson FS") as transferor and Rechler Equity Partners I LLC ("RALI I") as transferee, and (ii) the Property Sale Agreement (the "Property Sale Agreement," and together with the Redemption Agreement, the "Purchase Agreements"), dated September 10, 2003, by and between ROP and Reckson FS as seller and Rechler Equity Partners II LLC ("RALI II," and together with RALI I, the "RALI Entities") as purchaser, the RALI Entities will acquire certain properties currently owned by ROP and/or its subsidiaries (the "Properties"); WHEREAS, in connection with the transactions contemplated by the Purchase Agreements, ROP, Reckson FS and the RALI Entities will also effect certain other transactions pursuant to the agreements (the "Related Agreements") listed on Schedule A hereto; WHEREAS, in connection with the transactions contemplated by the Purchase Agreements and the Related Agreements, the Executive's employment with the Company will cease as of the Closing Date (as such term is defined in the Redemption Agreement); WHEREAS, the Company and the Executive are currently parties to the following agreements (collectively referred to as the "Employment-Related Agreements"): (i) an amended and restated Employment Agreement and Noncompetition Agreement, dated August 15, 2000 (the "Employment Agreement"), (ii) an amended and restated Severance Agreement, dated August 15, 2000 (the "Severance Agreement"), (iii) a Long-Term Incentive Award Agreement, dated March 13, 2003 (the "LTI Agreement"), (iv) an Award Agreement, dated November 14, 2002 (the "2002 Award Agreement"), (v) an Award Agreement, dated March 13, 2003 (the "2003 Award Agreement"), (vi) a split dollar life insurance agreement (the "Split Dollar Agreement"), and (vii) all stock option agreements covering outstanding options (the "Options") to acquire common stock of the Company held by the Executive as of the Termination Date (the "Stock Option Agreements"); and WHEREAS, the Company has required, as a condition to consummating the Purchase Agreements, that the Executive enter into this Agreement, and the Executive is willing to enter into this Agreement. NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by the Executive, the Company and the Executive hereby covenant and agree as follows: SECTION 1. TERMINATION OF EMPLOYMENT. It is hereby agreed that the Executive's employment with the Company and ROP will terminate immediately prior to the Closing (as such term is defined in the Redemption Agreement), and effective as of immediately prior to the Closing, the Executive hereby resigns from all of his positions as an employee, officer and {PAGE} director, as applicable, of the Company, ROP and each of their respective subsidiaries. The date of the termination of employment pursuant to this Section 1 is referred to herein as the "Termination Date." Subject to the ultimate occurrence of the Closing Date, the Executive waives, as of the date hereof, any rights to or benefits resulting from any Change of Control or similar provisions in any plan, program, policy or agreement of the Company or its affiliates to which the Executive is a party. SECTION 2. COMPENSATION MATTERS. 2.1. ACCRUED COMPENSATION. On the Termination Date the Company shall pay to the Executive a lump sum cash payment equal to the sum of (i) any salary or other wages earned by the Executive, but unpaid as of the Termination Date, (ii) compensation for the Executive's accrued, but unused vacation time as of the Termination Date, if any, and (iii) any unreimbursed business expenditures incurred by the Executive on or prior to the Termination Date. 2.2. 2003 ANNUAL BONUS. As a full and complete settlement of the Company's obligations with respect to the Executive's annual bonus for the year 2003, (i) on the Termination Date the Company shall pay to the Executive a lump sum cash payment in an amount equal to 100% (or, if greater, a percentage equal to the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company) of the Executive's base salary as of the date hereof, reduced by any annual bonus for 2003 previously paid to the Executive, and (ii) if annual bonuses for 2003 have not been paid to other executive officers of the Company and ROP as of the Termination Date, at such time as such annual bonuses are paid to such other executive officers, the Company shall pay to the Executive an amount equal to a percentage of the Executive's base salary (as of the date hereof) equal to the amount, if any, by which the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company or ROP exceeds the percentage of the Executive's base salary used to calculate the payment in clause (i) of this Section 2.2. 2.3. LONG-TERM INCENTIVE AWARDS. (a) Effective as of the Termination Date, the Executive shall become vested with respect to, and the restrictions shall lapse on, 6.25% of the 138,889 shares of restricted stock (the "Core Shares") granted to the Executive pursuant to the LTI Agreement. On March 13, 2004, the Executive shall become vested with respect to, and the restrictions shall lapse on, 18.75% of the Core Shares, so long as the Executive would have become vested with respect to such Core Shares had the Executive remained continuously employed with the Company through that date. In the event the Executive is not entitled to any vesting on March 13, 2004 with respect to the Core Shares referred to in the preceding sentence, the Executive will be entitled receive such compensation (in whatever form, including vesting of the non-vested Core Shares) provided by the Company to other executive officers of the Company as compensation for the non-vesting of their Core Shares on that date (or, if applicable, to the executive officer receiving the highest compensation in respect of non-vested Core Shares). As and when the Executive becomes vested with respect to the Core Shares, the Company shall cause certificates representing the vested Core Shares, without any legend or other restrictions noted thereon, to be delivered to the Executive promptly after the Termination Date. 104,167 of 154482	Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Transition Agreement: Reckson Associates Realty – R. RECHLER TSA {TEXT} EXHIBIT 10.4 TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Roger Rechler (the "Executive"). WHEREAS, pursuant _____________ Reckson Associates Realty – certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below: If to the Company or ROP: Reckson Associates Realty Corp. Attention: General Counsel If to the Executive: All such notices, requests, consents and other communications shall be deemed to have been given _____________ RECKSON ASSOCIATES REALTY – be as set forth therein. 10 {PAGE} IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty _____________ Reckson Associates Realty – RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty Corp., its general partner By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President EXECUTIVE /s/ ROGER RECHLER -------------------------------- Roger Rechler _____________ dt 109830 ; Roger Rechler;	Reckson Operating Partnership LP
$39	Preview Full Doc	2003	Transition Agreement Transition Agreement (36K) Doc #154483: Click preview link for longer preview. TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Mitchell Rechler (the "Executive"). WHEREAS, pursuant to (i) the Redemption Agreement (the "Redemption Agreement"), dated September 10, 2003, by and between ROP and Reckson FS Limited Partnership ("Reckson FS") as transferor and Rechler Equity Partners I LLC ("RALI I") as transferee, and (ii) the Property Sale Agreement (the "Property Sale Agreement," and together with the Redemption Agreement, the "Purchase Agreements"), dated September 10, 2003, by and between ROP and Reckson FS as seller and Rechler Equity Partners II LLC ("RALI II," and together with RALI I, the "RALI Entities") as purchaser, the RALI Entities will acquire certain properties currently owned by ROP and/or its subsidiaries (the "Properties"); WHEREAS, in connection with the transactions contemplated by the Purchase Agreements, ROP, Reckson FS and the RALI Entities will also effect certain other transactions pursuant to the agreements (the "Related Agreements") listed on Schedule A hereto; WHEREAS, in connection with the transactions contemplated by the Purchase Agreements and the Related Agreements, the Executive's employment with the Company will cease as of the Closing Date (as such term is defined in the Redemption Agreement); WHEREAS, the Company and the Executive are currently parties to the following agreements (collectively referred to as the "Employment-Related Agreements"): (i) an amended and restated Employment Agreement and Noncompetition Agreement, dated August 15, 2000 (the "Employment Agreement"), (ii) an amended and restated Severance Agreement, dated August 15, 2000 (the "Severance Agreement"), (iii) a Long-Term Incentive Award Agreement, dated March 13, 2003 (the "LTI Agreement"), (iv) an Award Agreement, dated November 14, 2002 (the "2002 Award Agreement"), (v) an Award Agreement, dated March 13, 2003 (the "2003 Award Agreement"), (vi) a split dollar life insurance agreement (the "Split Dollar Agreement"), and (vii) all stock option agreements covering outstanding options (the "Options") to acquire common stock of the Company held by the Executive as of the Termination Date (the "Stock Option Agreements"); and WHEREAS, the Company has required, as a condition to consummating the Purchase Agreements, that the Executive enter into this Agreement, and the Executive is willing to enter into this Agreement. NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by the Executive, the Company and the Executive hereby covenant and agree as follows: SECTION 1. TERMINATION OF EMPLOYMENT. It is hereby agreed that the Executive's employment with the Company and ROP will terminate immediately prior to the Closing (as such term is defined in the Redemption Agreement), and effective as of immediately prior to the Closing, the Executive hereby resigns from all of his positions as an employee, officer and {PAGE} director, as applicable, of the Company, ROP and each of their respective subsidiaries. The date of the termination of employment pursuant to this Section 1 is referred to herein as the "Termination Date." Subject to the ultimate occurrence of the Closing Date, the Executive waives, as of the date hereof, any rights to or benefits resulting from any Change of Control or similar provisions in any plan, program, policy or agreement of the Company or its affiliates to which the Executive is a party. SECTION 2. COMPENSATION MATTERS. 2.1. ACCRUED COMPENSATION. On the Termination Date the Company shall pay to the Executive a lump sum cash payment equal to the sum of (i) any salary or other wages earned by the Executive, but unpaid as of the Termination Date, (ii) compensation for the Executive's accrued, but unused vacation time as of the Termination Date, if any, and (iii) any unreimbursed business expenditures incurred by the Executive on or prior to the Termination Date. 2.2. 2003 ANNUAL BONUS. As a full and complete settlement of the Company's obligations with respect to the Executive's annual bonus for the year 2003, (i) on the Termination Date the Company shall pay to the Executive a lump sum cash payment in an amount equal to 100% (or, if greater, a percentage equal to the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company) of the Executive's base salary as of the date hereof, reduced by any annual bonus for 2003 previously paid to the Executive, and (ii) if annual bonuses for 2003 have not been paid to other executive officers of the Company and ROP as of the Termination Date, at such time as such annual bonuses are paid to such other executive officers, the Company shall pay to the Executive an amount equal to a percentage of the Executive's base salary (as of the date hereof) equal to the amount, if any, by which the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company or ROP exceeds the percentage of the Executive's base salary used to calculate the payment in clause (i) of this Section 2.2. 2.3. LONG-TERM INCENTIVE AWARDS. (a) Effective as of the Termination Date, the Executive shall become vested with respect to, and the restrictions shall lapse on, 6.25% of the 138,889 shares of restricted stock (the "Core Shares") granted to the Executive pursuant to the LTI Agreement. On March 13, 2004, the Executive shall become vested with respect to, and the restrictions shall lapse on, 18.75% of the Core Shares, so long as the Executive would have become vested with respect to such Core Shares had the Executive remained continuously employed with the Company through that date. In the event the Executive is not entitled to any vesting on March 13, 2004 with respect to the Core Shares referred to in the preceding sentence, the Executive will be entitled receive such compensation (in whatever form, including vesting of the non-vested Core Shares) provided by the Company to other executive officers of the Company as compensation for the non-vesting of their Core Shares on that date (or, if applicable, to the executive officer receiving the highest compensation in respect of non-vested Core Shares). As and when the Executive becomes vested with respect to the Core Shares, the Company shall cause certificates representing the vested Core Shares, without any legend or other restrictions noted thereon, to be delivered to the Executive promptly after the Termination Date. 104,167 of 154483	Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Transition Agreement: Reckson Associates Realty – M. RECHLER TSA {TEXT} EXHIBIT 10.5 TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Mitchell Rechler (the "Executive"). WHEREAS, pursuant _____________ Reckson Associates Realty – certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below: If to the Company or ROP: Reckson Associates Realty Corp. Attention: General Counsel If to the Executive: All such notices, requests, consents and other communications shall be deemed to have been given _____________ RECKSON ASSOCIATES REALTY – be as set forth therein. 10 {PAGE} IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty _____________ Reckson Associates Realty – RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty Corp., its general partner By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President EXECUTIVE /s/ MITCHELL RECHLER -------------------------------- Mitchell Rechler _____________ dt 109831 ; Mitchell Rechler;	Reckson Operating Partnership LP
$34	Preview Full Doc	2003	Transition Agreement Transition Agreement (36K) Doc #154484: Click preview link for longer preview. TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Gregg Rechler (the "Executive"). WHEREAS, pursuant to (i) the Redemption Agreement (the "Redemption Agreement"), dated September 10, 2003, by and between ROP and Reckson FS Limited Partnership ("Reckson FS") as transferor and Rechler Equity Partners I LLC ("RALI I") as transferee, and (ii) the Property Sale Agreement (the "Property Sale Agreement," and together with the Redemption Agreement, the "Purchase Agreements"), dated September 10, 2003, by and between ROP and Reckson FS as seller and Rechler Equity Partners II LLC ("RALI II," and together with RALI I, the "RALI Entities") as purchaser, the RALI Entities will acquire certain properties currently owned by ROP and/or its subsidiaries (the "Properties"); WHEREAS, in connection with the transactions contemplated by the Purchase Agreements, ROP, Reckson FS and the RALI Entities will also effect certain other transactions pursuant to the agreements (the "Related Agreements") listed on Schedule A hereto; WHEREAS, in connection with the transactions contemplated by the Purchase Agreements and the Related Agreements, the Executive's employment with the Company will cease as of the Closing Date (as such term is defined in the Redemption Agreement); WHEREAS, the Company and the Executive are currently parties to the following agreements (collectively referred to as the "Employment-Related Agreements"): (i) an amended and restated Employment Agreement and Noncompetition Agreement, dated August 15, 2000 (the "Employment Agreement"), (ii) an amended and restated Severance Agreement, dated August 15, 2000 (the "Severance Agreement"), (iii) a Long-Term Incentive Award Agreement, dated March 13, 2003 (the "LTI Agreement"), (iv) an Award Agreement, dated November 14, 2002 (the "2002 Award Agreement"), (v) an Award Agreement, dated March 13, 2003 (the "2003 Award Agreement"), (vi) a split dollar life insurance agreement (the "Split Dollar Agreement"), and (vii) all stock option agreements covering outstanding options (the "Options") to acquire common stock of the Company held by the Executive as of the Termination Date (the "Stock Option Agreements"); and WHEREAS, the Company has required, as a condition to consummating the Purchase Agreements, that the Executive enter into this Agreement, and the Executive is willing to enter into this Agreement. NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by the Executive, the Company and the Executive hereby covenant and agree as follows: SECTION 1. TERMINATION OF EMPLOYMENT. It is hereby agreed that the Executive's employment with the Company and ROP will terminate immediately prior to the Closing (as such term is defined in the Redemption Agreement), and effective as of immediately prior to the Closing, the Executive hereby resigns from all of his positions as an employee, officer and {PAGE} director, as applicable, of the Company, ROP and each of their respective subsidiaries. The date of the termination of employment pursuant to this Section 1 is referred to herein as the "Termination Date." Subject to the ultimate occurrence of the Closing Date, the Executive waives, as of the date hereof, any rights to or benefits resulting from any Change of Control or similar provisions in any plan, program, policy or agreement of the Company or its affiliates to which the Executive is a party. SECTION 2. COMPENSATION MATTERS. 2.1. ACCRUED COMPENSATION. On the Termination Date the Company shall pay to the Executive a lump sum cash payment equal to the sum of (i) any salary or other wages earned by the Executive, but unpaid as of the Termination Date, (ii) compensation for the Executive's accrued, but unused vacation time as of the Termination Date, if any, and (iii) any unreimbursed business expenditures incurred by the Executive on or prior to the Termination Date. 2.2. 2003 ANNUAL BONUS. As a full and complete settlement of the Company's obligations with respect to the Executive's annual bonus for the year 2003, (i) on the Termination Date the Company shall pay to the Executive a lump sum cash payment in an amount equal to 100% (or, if greater, a percentage equal to the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company) of the Executive's base salary as of the date hereof, reduced by any annual bonus for 2003 previously paid to the Executive, and (ii) if annual bonuses for 2003 have not been paid to other executive officers of the Company and ROP as of the Termination Date, at such time as such annual bonuses are paid to such other executive officers, the Company shall pay to the Executive an amount equal to a percentage of the Executive's base salary (as of the date hereof) equal to the amount, if any, by which the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company or ROP exceeds the percentage of the Executive's base salary used to calculate the payment in clause (i) of this Section 2.2. 2.3. LONG-TERM INCENTIVE AWARDS. (a) Effective as of the Termination Date, the Executive shall become vested with respect to, and the restrictions shall lapse on, 6.25% of the 138,889 shares of restricted stock (the "Core Shares") granted to the Executive pursuant to the LTI Agreement. On March 13, 2004, the Executive shall become vested with respect to, and the restrictions shall lapse on, 18.75% of the Core Shares, so long as the Executive would have become vested with respect to such Core Shares had the Executive remained continuously employed with the Company through that date. In the event the Executive is not entitled to any vesting on March 13, 2004 with respect to the Core Shares referred to in the preceding sentence, the Executive will be entitled receive such compensation (in whatever form, including vesting of the non-vested Core Shares) provided by the Company to other executive officers of the Company as compensation for the non-vesting of their Core Shares on that date (or, if applicable, to the executive officer receiving the highest compensation in respect of non-vested Core Shares). As and when the Executive becomes vested with respect to the Core Shares, the Company shall cause certificates representing the vested Core Shares, without any legend or other restrictions noted thereon, to be delivered to the Executive promptly after the Termination Date. 104,167 of 154484	Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Transition Agreement: Reckson Associates Realty – G. RECHLER TSA {TEXT} EXHIBIT 10.6 TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Gregg Rechler (the "Executive"). WHEREAS, pursuant _____________ Reckson Associates Realty – certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below: If to the Company or ROP: Reckson Associates Realty Corp. Attention: General Counsel If to the Executive: All such notices, requests, consents and other communications shall be deemed to have been given _____________ RECKSON ASSOCIATES REALTY – be as set forth therein. 10 {PAGE} IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty _____________ Reckson Associates Realty – RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty Corp., its general partner By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President EXECUTIVE /s/ GREGG RECHLER -------------------------------- Gregg Rechler _____________ dt 109832 ; Gregg Rechler;	Reckson Operating Partnership LP
$48	Preview Full Doc	2003	Transition Agreement Transition Agreement (37K) Doc #154487: Click preview link for longer preview. TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Donald Rechler (the "Executive"). WHEREAS, pursuant to (i) the Redemption Agreement (the "Redemption Agreement"), dated September 10, 2003, by and between ROP and Reckson FS Limited Partnership ("Reckson FS") as transferor and Rechler Equity Partners I LLC ("RALI I") as transferee, and (ii) the Property Sale Agreement (the "Property Sale Agreement," and together with the Redemption Agreement, the "Purchase Agreements"), dated September 10, 2003, by and between ROP and Reckson FS as seller and Rechler Equity Partners II LLC ("RALI II," and together with RALI I, the "RALI Entities") as purchaser, the RALI Entities will acquire certain properties currently owned by ROP and/or its subsidiaries (the "Properties"); WHEREAS, in connection with the transactions contemplated by the Purchase Agreements, ROP, Reckson FS and the RALI Entities will also effect certain other transactions pursuant to the agreements (the "Related Agreements") listed on Schedule A hereto; WHEREAS, in connection with the transactions contemplated by the Purchase Agreements and the Related Agreements, the Executive's employment with the Company will cease as of the Closing Date (as such term is defined in the Redemption Agreement); WHEREAS, the Company and the Executive are currently parties to the following agreements (collectively referred to as the "Employment-Related Agreements"): (i) an amended and restated Employment Agreement and Noncompetition Agreement, dated August 15, 2000 (the "Employment Agreement"), (ii) an amended and restated Severance Agreement, dated August 15, 2000 (the "Severance Agreement"), (iii) a Long-Term Incentive Award Agreement, dated March 13, 2003 (the "LTI Agreement"), (iv) an Award Agreement, dated November 14, 2002 (the "2002 Award Agreement"), (v) an Award Agreement, dated March 13, 2003 (the "2003 Award Agreement"), (vi) a split dollar life insurance agreement (the "Split Dollar Agreement"), and (vii) all stock option agreements covering outstanding options (the "Options") to acquire common stock of the Company held by the Executive as of the Termination Date (the "Stock Option Agreements"); and WHEREAS, the Company has required, as a condition to consummating the Purchase Agreements, that the Executive enter into this Agreement, and the Executive is willing to enter into this Agreement. NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by the Executive, the Company and the Executive hereby covenant and agree as follows: SECTION 1. TERMINATION OF EMPLOYMENT. It is hereby agreed that the Executive's employment with the Company and ROP as an officer and employee will terminate immediately prior to the Closing (as such term is defined in the Redemption Agreement), and effective as of immediately prior to the Closing, the Executive hereby resigns from all of his positions as an {PAGE} employee and officer, as applicable, of the Company, ROP and each of their respective subsidiaries; provided, however, that the Executive will continue to serve as non-executive chairman of the board of directors of the Company and/or ROP following the Closing. The date of the termination of employment pursuant to this Section 1 is referred to herein as the "Termination Date." Subject to the ultimate occurrence of the Closing Date, the Executive waives, as of the date hereof, any rights to or benefits resulting from any Change of Control or similar provisions in any plan, program, policy or agreement of the Company or its affiliates to which the Executive is a party. SECTION 2. COMPENSATION MATTERS. 2.1. ACCRUED COMPENSATION. On the Termination Date the Company shall pay to the Executive a lump sum cash payment equal to the sum of (i) any salary or other wages earned by the Executive, but unpaid as of the Termination Date, (ii) compensation for the Executive's accrued, but unused vacation time as of the Termination Date, if any, and (iii) any unreimbursed business expenditures incurred by the Executive on or prior to the Termination Date. 2.2. 2003 ANNUAL BONUS. As a full and complete settlement of the Company's obligations with respect to the Executive's annual bonus for the year 2003, (i) on the Termination Date the Company shall pay to the Executive a lump sum cash payment in an amount equal to 100% (or, if greater, a percentage equal to the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company) of the Executive's base salary as of the date hereof, reduced by any annual bonus for 2003 previously paid to the Executive, and (ii) if annual bonuses for 2003 have not been paid to other executive officers of the Company and ROP as of the Termination Date, at such time as such annual bonuses are paid to such other executive officers, the Company shall pay to the Executive an amount equal to a percentage of the Executive's base salary (as of the date hereof) equal to the amount, if any, by which the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company or ROP exceeds the percentage of the Executive's base salary used to calculate the payment in clause (i) of this Section 2.2. 2.3. LONG-TERM INCENTIVE AWARDS. (a) Effective as of the Termination Date, the Executive shall become vested with respect to, and the restrictions shall lapse on, 6.25% of the 138,889 shares of restricted stock (the "Core Shares") granted to the Executive pursuant to the LTI Agreement. On March 13, 2004, the Executive shall become vested with respect to, and the restrictions shall lapse on, 18.75% of the Core Shares, so long as the Executive would have become vested with respect to such Core Shares had the Executive remained continuously employed with the Company through that date. In the event the Executive is not entitled to any vesting on March 13, 2004 with respect to the Core Shares referred to in the preceding sentence, the Executive will be entitled receive such compensation (in whatever form, including vesting of the non-vested Core Shares) provided by the Company to other executive officers of the Company as compensation for the non-vesting of their Core Shares on that date (or, if applicable, to the executive officer receiving the highest compensation in respect of non-vested Core Shares). As and when the Executive becomes vested with respect to the Core Shares, the Company shall 154487	Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Transition Agreement: Reckson Associates Realty – D. RECHLER TSA {TEXT} EXHIBIT 10.3 TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Donald Rechler (the "Executive"). WHEREAS, pursuant _____________ Reckson Associates Realty – return receipt requested, postage prepaid and addressed to the intended recipient as set forth below: 9 {PAGE} If to the Company or ROP: Reckson Associates Realty Corp. Attention: General Counsel If to the Executive: All such notices, requests, consents and other communications shall be deemed to have been given _____________ RECKSON ASSOCIATES REALTY – be as set forth therein. 11 {PAGE} IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty _____________ Reckson Associates Realty – RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty Corp., its general partner By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President EXECUTIVE /s/ DONALD RECHLER -------------------------------- Donald Rechler _____________ dt 109835 ; Reckson Operating Partnership, L.P.;	Donald Rechler
$45	Preview Full Doc	2003	Transition Agreement Transition Agreement (36K) Doc #154488: Click preview link for longer preview. TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Roger Rechler (the "Executive"). WHEREAS, pursuant to (i) the Redemption Agreement (the "Redemption Agreement"), dated September 10, 2003, by and between ROP and Reckson FS Limited Partnership ("Reckson FS") as transferor and Rechler Equity Partners I LLC ("RALI I") as transferee, and (ii) the Property Sale Agreement (the "Property Sale Agreement," and together with the Redemption Agreement, the "Purchase Agreements"), dated September 10, 2003, by and between ROP and Reckson FS as seller and Rechler Equity Partners II LLC ("RALI II," and together with RALI I, the "RALI Entities") as purchaser, the RALI Entities will acquire certain properties currently owned by ROP and/or its subsidiaries (the "Properties"); WHEREAS, in connection with the transactions contemplated by the Purchase Agreements, ROP, Reckson FS and the RALI Entities will also effect certain other transactions pursuant to the agreements (the "Related Agreements") listed on Schedule A hereto; WHEREAS, in connection with the transactions contemplated by the Purchase Agreements and the Related Agreements, the Executive's employment with the Company will cease as of the Closing Date (as such term is defined in the Redemption Agreement); WHEREAS, the Company and the Executive are currently parties to the following agreements (collectively referred to as the "Employment-Related Agreements"): (i) an amended and restated Employment Agreement and Noncompetition Agreement, dated August 15, 2000 (the "Employment Agreement"), (ii) an amended and restated Severance Agreement, dated August 15, 2000 (the "Severance Agreement"), (iii) a Long-Term Incentive Award Agreement, dated March 13, 2003 (the "LTI Agreement"), (iv) an Award Agreement, dated November 14, 2002 (the "2002 Award Agreement"), (v) an Award Agreement, dated March 13, 2003 (the "2003 Award Agreement"), (vi) a split dollar life insurance agreement (the "Split Dollar Agreement"), and (vii) all stock option agreements covering outstanding options (the "Options") to acquire common stock of the Company held by the Executive as of the Termination Date (the "Stock Option Agreements"); and WHEREAS, the Company has required, as a condition to consummating the Purchase Agreements, that the Executive enter into this Agreement, and the Executive is willing to enter into this Agreement. NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by the Executive, the Company and the Executive hereby covenant and agree as follows: SECTION 1. TERMINATION OF EMPLOYMENT. It is hereby agreed that the Executive's employment with the Company and ROP will terminate immediately prior to the Closing (as such term is defined in the Redemption Agreement), and effective as of immediately prior to the Closing, the Executive hereby resigns from all of his positions as an employee, officer and {PAGE} director, as applicable, of the Company, ROP and each of their respective subsidiaries. The date of the termination of employment pursuant to this Section 1 is referred to herein as the "Termination Date." Subject to the ultimate occurrence of the Closing Date, the Executive waives, as of the date hereof, any rights to or benefits resulting from any Change of Control or similar provisions in any plan, program, policy or agreement of the Company or its affiliates to which the Executive is a party. SECTION 2. COMPENSATION MATTERS. 2.1. ACCRUED COMPENSATION. On the Termination Date the Company shall pay to the Executive a lump sum cash payment equal to the sum of (i) any salary or other wages earned by the Executive, but unpaid as of the Termination Date, (ii) compensation for the Executive's accrued, but unused vacation time as of the Termination Date, if any, and (iii) any unreimbursed business expenditures incurred by the Executive on or prior to the Termination Date. 2.2. 2003 ANNUAL BONUS. As a full and complete settlement of the Company's obligations with respect to the Executive's annual bonus for the year 2003, (i) on the Termination Date the Company shall pay to the Executive a lump sum cash payment in an amount equal to 100% (or, if greater, a percentage equal to the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company) of the Executive's base salary as of the date hereof, reduced by any annual bonus for 2003 previously paid to the Executive, and (ii) if annual bonuses for 2003 have not been paid to other executive officers of the Company and ROP as of the Termination Date, at such time as such annual bonuses are paid to such other executive officers, the Company shall pay to the Executive an amount equal to a percentage of the Executive's base salary (as of the date hereof) equal to the amount, if any, by which the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company or ROP exceeds the percentage of the Executive's base salary used to calculate the payment in clause (i) of this Section 2.2. 2.3. LONG-TERM INCENTIVE AWARDS. (a) Effective as of the Termination Date, the Executive shall become vested with respect to, and the restrictions shall lapse on, 6.25% of the 138,889 shares of restricted stock (the "Core Shares") granted to the Executive pursuant to the LTI Agreement. On March 13, 2004, the Executive shall become vested with respect to, and the restrictions shall lapse on, 18.75% of the Core Shares, so long as the Executive would have become vested with respect to such Core Shares had the Executive remained continuously employed with the Company through that date. In the event the Executive is not entitled to any vesting on March 13, 2004 with respect to the Core Shares referred to in the preceding sentence, the Executive will be entitled receive such compensation (in whatever form, including vesting of the non-vested Core Shares) provided by the Company to other executive officers of the Company as compensation for the non-vesting of their Core Shares on that date (or, if applicable, to the executive officer receiving the highest compensation in respect of non-vested Core Shares). As and when the Executive becomes vested with respect to the Core Shares, the Company shall cause certificates representing the vested Core Shares, without any legend or other restrictions noted thereon, to be delivered to the Executive promptly after the Termination Date. 104,167 of 154488	Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Transition Agreement: Reckson Associates Realty – R. RECHLER TSA {TEXT} EXHIBIT 10.4 TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Roger Rechler (the "Executive"). WHEREAS, pursuant _____________ Reckson Associates Realty – certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below: If to the Company or ROP: Reckson Associates Realty Corp. Attention: General Counsel If to the Executive: All such notices, requests, consents and other communications shall be deemed to have been given _____________ RECKSON ASSOCIATES REALTY – be as set forth therein. 10 {PAGE} IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty _____________ Reckson Associates Realty – RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty Corp., its general partner By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President EXECUTIVE /s/ ROGER RECHLER -------------------------------- Roger Rechler _____________ dt 109836 ; Reckson Operating Partnership, L.P.;	Roger Rechler
$38	Preview Full Doc	2003	Transition Agreement Transition Agreement (36K) Doc #154489: Click preview link for longer preview. TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Mitchell Rechler (the "Executive"). WHEREAS, pursuant to (i) the Redemption Agreement (the "Redemption Agreement"), dated September 10, 2003, by and between ROP and Reckson FS Limited Partnership ("Reckson FS") as transferor and Rechler Equity Partners I LLC ("RALI I") as transferee, and (ii) the Property Sale Agreement (the "Property Sale Agreement," and together with the Redemption Agreement, the "Purchase Agreements"), dated September 10, 2003, by and between ROP and Reckson FS as seller and Rechler Equity Partners II LLC ("RALI II," and together with RALI I, the "RALI Entities") as purchaser, the RALI Entities will acquire certain properties currently owned by ROP and/or its subsidiaries (the "Properties"); WHEREAS, in connection with the transactions contemplated by the Purchase Agreements, ROP, Reckson FS and the RALI Entities will also effect certain other transactions pursuant to the agreements (the "Related Agreements") listed on Schedule A hereto; WHEREAS, in connection with the transactions contemplated by the Purchase Agreements and the Related Agreements, the Executive's employment with the Company will cease as of the Closing Date (as such term is defined in the Redemption Agreement); WHEREAS, the Company and the Executive are currently parties to the following agreements (collectively referred to as the "Employment-Related Agreements"): (i) an amended and restated Employment Agreement and Noncompetition Agreement, dated August 15, 2000 (the "Employment Agreement"), (ii) an amended and restated Severance Agreement, dated August 15, 2000 (the "Severance Agreement"), (iii) a Long-Term Incentive Award Agreement, dated March 13, 2003 (the "LTI Agreement"), (iv) an Award Agreement, dated November 14, 2002 (the "2002 Award Agreement"), (v) an Award Agreement, dated March 13, 2003 (the "2003 Award Agreement"), (vi) a split dollar life insurance agreement (the "Split Dollar Agreement"), and (vii) all stock option agreements covering outstanding options (the "Options") to acquire common stock of the Company held by the Executive as of the Termination Date (the "Stock Option Agreements"); and WHEREAS, the Company has required, as a condition to consummating the Purchase Agreements, that the Executive enter into this Agreement, and the Executive is willing to enter into this Agreement. NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by the Executive, the Company and the Executive hereby covenant and agree as follows: SECTION 1. TERMINATION OF EMPLOYMENT. It is hereby agreed that the Executive's employment with the Company and ROP will terminate immediately prior to the Closing (as such term is defined in the Redemption Agreement), and effective as of immediately prior to the Closing, the Executive hereby resigns from all of his positions as an employee, officer and {PAGE} director, as applicable, of the Company, ROP and each of their respective subsidiaries. The date of the termination of employment pursuant to this Section 1 is referred to herein as the "Termination Date." Subject to the ultimate occurrence of the Closing Date, the Executive waives, as of the date hereof, any rights to or benefits resulting from any Change of Control or similar provisions in any plan, program, policy or agreement of the Company or its affiliates to which the Executive is a party. SECTION 2. COMPENSATION MATTERS. 2.1. ACCRUED COMPENSATION. On the Termination Date the Company shall pay to the Executive a lump sum cash payment equal to the sum of (i) any salary or other wages earned by the Executive, but unpaid as of the Termination Date, (ii) compensation for the Executive's accrued, but unused vacation time as of the Termination Date, if any, and (iii) any unreimbursed business expenditures incurred by the Executive on or prior to the Termination Date. 2.2. 2003 ANNUAL BONUS. As a full and complete settlement of the Company's obligations with respect to the Executive's annual bonus for the year 2003, (i) on the Termination Date the Company shall pay to the Executive a lump sum cash payment in an amount equal to 100% (or, if greater, a percentage equal to the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company) of the Executive's base salary as of the date hereof, reduced by any annual bonus for 2003 previously paid to the Executive, and (ii) if annual bonuses for 2003 have not been paid to other executive officers of the Company and ROP as of the Termination Date, at such time as such annual bonuses are paid to such other executive officers, the Company shall pay to the Executive an amount equal to a percentage of the Executive's base salary (as of the date hereof) equal to the amount, if any, by which the highest percentage of base salary paid as an annual bonus for 2003 to any executive officer of the Company or ROP exceeds the percentage of the Executive's base salary used to calculate the payment in clause (i) of this Section 2.2. 2.3. LONG-TERM INCENTIVE AWARDS. (a) Effective as of the Termination Date, the Executive shall become vested with respect to, and the restrictions shall lapse on, 6.25% of the 138,889 shares of restricted stock (the "Core Shares") granted to the Executive pursuant to the LTI Agreement. On March 13, 2004, the Executive shall become vested with respect to, and the restrictions shall lapse on, 18.75% of the Core Shares, so long as the Executive would have become vested with respect to such Core Shares had the Executive remained continuously employed with the Company through that date. In the event the Executive is not entitled to any vesting on March 13, 2004 with respect to the Core Shares referred to in the preceding sentence, the Executive will be entitled receive such compensation (in whatever form, including vesting of the non-vested Core Shares) provided by the Company to other executive officers of the Company as compensation for the non-vesting of their Core Shares on that date (or, if applicable, to the executive officer receiving the highest compensation in respect of non-vested Core Shares). As and when the Executive becomes vested with respect to the Core Shares, the Company shall cause certificates representing the vested Core Shares, without any legend or other restrictions noted thereon, to be delivered to the Executive promptly after the Termination Date. 104,167 of 154489	Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Transition Agreement: Reckson Associates Realty – M. RECHLER TSA {TEXT} EXHIBIT 10.5 TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Mitchell Rechler (the "Executive"). WHEREAS, pursuant _____________ Reckson Associates Realty – certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below: If to the Company or ROP: Reckson Associates Realty Corp. Attention: General Counsel If to the Executive: All such notices, requests, consents and other communications shall be deemed to have been given _____________ RECKSON ASSOCIATES REALTY – be as set forth therein. 10 {PAGE} IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty _____________ Reckson Associates Realty – RECKSON ASSOCIATES REALTY CORP. By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty Corp., its general partner By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President EXECUTIVE /s/ MITCHELL RECHLER -------------------------------- Mitchell Rechler _____________ dt 109837 ; Reckson Operating Partnership, L.P.;	Mitchell Rechler
$41	Preview Full Doc	2003	Transition Agreement Transition Agreement (35K) Doc #154812: Click preview link for longer preview. TRANSITION AGREEMENT This Transition Agreement (the "Agreement") is made and entered into as of the ______ day of ___________, 2003 by and among Grubb & Ellis Company, a Delaware corporation with offices at 2215 Sanders Road, 4th Floor, Northbrook, IL 60062 ("G&E"), Business Real Estate Brokerage Company, a California corporation dba BRE Commercial, with offices at 4380 La Village Drive, Suite 200, San Diego, California 92122 ("BRE"), BRE Phoenix, LLC, an Arizona limited liability company ("BRE Phoenix") and BRE Commercial, LLC, an Arizona limited liability company, with offices at 2375 E. Camelback Road, Suite 300, Phoenix, AZ 85016-3424 ("Newco"). G&E, BRE and BRE Phoenix may be collectively referred to as the "Investors." G&E, BRE, BRE Phoenix and Newco are sometimes each individually referred to as a "Party" and collectively as the "Parties". 1. Purpose. The Investors have had various discussions concerning the investment in a new commercial real estate brokerage business (i.e., Newco) to be operated in Phoenix, Arizona. The purpose of this Agreement is to document the agreement of the Parties with respect to the formation of such business, as well as certain issues that will arise in connection with the winding up of the Phoenix office of G&E and the commencement of operations of Newco. 2. Formation of Newco. On or before April 2, 2003 (the "Effective Date") BRE and BRE Phoenix shall have formed Newco as a limited liability company organized under the laws of the State of Arizona, and shall have entered into a Limited Liability Company Operating Agreement in substantially the form attached hereto as Exhibit A1, with such changes thereto as may have been approved by BRE and BRE Phoenix (the "Operating Agreement"). The Operating Agreement shall establish the terms and conditions pursuant to which each of BRE and BRE Phoenix shall make an investment in Newco, and shall provide for the management of the business of Newco. 3. Option to Invest in Newco. On or before the Effective Date, the Parties shall enter into an Option Agreement substantially in the form of Exhibit B, with such changes as may have been approved by the Parties ("the Option {PAGE} Agreement"), under which Grubb & Ellis, through a subsidiary or affiliated company, shall have the option without cost until May 15, 2003, to invest $400,000 in Newco. The Option Agreement will require that upon exercise of the option, the Parties will amend and restate the Operating Agreement in the form of attached Exhibit A2 4. Sublease. On or before the Effective Date, G&E and Newco shall have entered into a sublease (the "Sublease"), in substantially the form attached hereto as Exhibit B, with respect to a portion of those premises commonly known as Suite 300 in that certain office building known as "24th At Camelback", 2375 East Camelback Road, Phoenix, Arizona. The terms and conditions pursuant to which G&E shall sublease such space to Newco shall be governed by the Sublease. Pursuant to the terms of the Sublease, Newco shall have the right to use certain items of furniture, fixtures and equipment during the term of the Sublease, and shall have an option to purchase such items upon the expiration or termination of the Sublease. 5. Affiliation Agreement. On or before the Effective Date, Newco shall have entered into a Commercial Real Estate Brokerage Affiliation Agreement (the "Affiliation Agreement"), in substantially the form attached hereto as Exhibit C, with Grubb & Ellis Affiliates, Inc., a wholly owned subsidiary of Grubb & Ellis Company ("GEA"). The Affiliation Agreement, together with any amendments or exhibits thereto, shall govern the terms and conditions pursuant to which Newco shall act as the Grubb & Ellis family member for the Phoenix, Arizona market and participate in the marketing and referral programs administered by GEA. 6. Transition of Employees. (a) For the purposes of this Agreement, the term "Phoenix Office" shall mean the commercial real estate brokerage transaction services business of G&E operated out of its office in Phoenix, Arizona, and shall exclude any property management or facilities management business or persons engaged in the business of property management or facilities management out of that office. The term "Employees" shall mean all persons employed by the Phoenix Office on a full-time or part-time basis as of March 1, 2003, but shall exclude all those persons retained by the Phoenix Office as independent contractor real estate brokers or salespersons as of the such date. (b) Prior to the Effective Date, Newco shall have extended offers of employment to all Employees of the Phoenix Office. G&E shall manage the Employees prior to the Effective Date. Subject to G&E's right to terminate an 154812	Grubb & Ellis Grubb & Ellis Co. ( Real Estate ) As referenced in this Transition Agreement: Grubb & Ellis Co – TRANSITION AGREEMENT This Transition Agreement (the "Agreement") is made and entered into as of the ______ day of ___________, 2003 by and among Grubb & Ellis Co mpany, a Delaware corporation with offices at 2215 Sanders Road, 4th Floor, Northbrook, IL 60062 ("G&E"), Business Real Estate Brokerage Company, a _____________ Grubb & Ellis Co – Agreement (the "Affiliation Agreement"), in substantially the form attached hereto as Exhibit C, with Grubb & Ellis Affiliates, Inc., a wholly owned subsidiary of Grubb & Ellis Co mpany ("GEA"). The Affiliation Agreement, together with any amendments or exhibits thereto, shall govern the terms and conditions pursuant to which Newco shall _____________ Grubb & Ellis Co – is proprietary to G&E and not publicly available, including, among other things, the terms of the Affiliation Agreement, the Related Documents, the Grubb & Ellis Co rporate Identity System Manual, the Grubb & Ellis and GEA referral policies, computer software, copyrighted materials, information about G&E's products, materials, methods, _____________ Grubb & Ellis Co – certified mail, return receipt requested or first class postage prepaid, or by facsimile with electronic confirmation, as follows: (a) If to G&E, Grubb & Ellis Co mpany 2215 Sanders Road 4th Floor Northbrook, IL 60062 Attention: General Counsel (b) If to BRE: BRE Commercial 4380 La Village Drive, Suite _____________ GRUBB & ELLIS CO – intending to be legally bound hereby, the parties have entered into this Transition Agreement as of the day and year first written above. GRUBB & ELLIS CO MPANY By: ------------------------ Name: ------------------------ Title: ------------------------ 11 {PAGE} BUSINESS REAL ESTATE BROKERAGE COMPANY, dba BRE Commercial By: ------------------------ Name: ------------------------ Title: ------------------------ BRE COMMERCIAL, LLC, an Arizona limited _____________ dt 113124 ; Business Real Estate Brokerage Company;	BRE Phoenix, LLC; BRE Commercial, LLC
$35	Preview Full Doc	2005	Transition Agreement Transition Agreement (31K) Doc #406719: Click preview link for longer preview. TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (this ï¿½Agreementï¿½), is made and entered into as of the 22^nd day of February, 2005, effective as of the Effective Date (as such term is hereinafter defined), by and between CB RICHARD ELLIS GROUP, INC. and CB RICHARD ELLIS, INC. (collectively, the ï¿½Companyï¿½), and RAYMOND E. WIRTA (ï¿½Executiveï¿½). W I T N E S S E T H: WHEREAS, the Company currently employs Executive as its Chief Executive Officer, and Executive currently serves as a member of the Companyï¿½s Board of Directors (the ï¿½Board of Directorsï¿½); . . . 406719	CB Richard Ellis CB Richard Ellis Group, Inc. ( Real Estate ) As referenced in this Transition Agreement: CB RICHARD ELLIS GROUP, INC – this Agreement), is made and entered into as of the 22nd day of February, 2005, effective as of the Effective Date (as such term is hereinafter defined), by and between CB RICHARD ELLIS GROUP, INC . and CB RICHARD ELLIS, INC. (collectively, the Company), and RAYMOND E. WIRTA (Executive). W I T N E S S E T H: WHEREAS, the Company currently employs Executive _____________ CB RICHARD ELLIS GROUP, INC – binding on all of the parties hereto. IN WITNESS WHEREOF, the parties hereto have read, understood, and voluntarily executed this Agreement as of the day and year first above written. CB RICHARD ELLIS GROUP, INC . CB RICHARD ELLIS, INC. By: RAYMOND E. WIRTA Brett White President 10 _____________ dt 1434748
$33	Preview Full Doc	2006	Transition Agreement Transition Agreement (17K) Doc #1028331: Click preview link for longer preview. TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (this ï¿½Agreementï¿½) is made by and among Jameson Inns, Inc. (the ï¿½Companyï¿½) and Martin D. Brew (ï¿½Executiveï¿½). PURPOSE Executive is employed by Company as its Treasurer and Chief Accounting Officer pursuant to that certain Employment Agreement dated as of February 19, 2004 (the ï¿½Employment Agreementï¿½). Company and Executive have mutually agreed that Executive will continue in his current position through April 1, 2006, at which time his employment with the Company will terminate and he will begin a one- . . . 1028331	Jameson Inns Jameson Inns, Inc. ( Real Estate ) As referenced in this Transition Agreement: Jameson Inns, – August 16, 2005 EX-10.49 5 dex1049.htm TRANSITION AGREEMENT DATED AUGUST 16, 2005 Exhibit 10.49 TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (this Agreement) is made by and among Jameson Inns, Inc. (the Company) and Martin D. Brew (Executive). PURPOSE Executive is employed by Company as its Treasurer and Chief Accounting Officer pursuant to that certain Employment Agreement dated as _____________ Jameson Inns – market research information, business plans, marketing approaches, strategies and plans, and manuals (c) all hotel and building plans relating to the construction, modification, remodeling or development in any way of Jameson Inns or Signature Inns; (d) all other equipment, files and manuals; and (e) all software documentation and recordings of any sort related to the above. 7 ARTICLE III GENERAL PROVISIONS 3. _____________ Jameson Inns, – Agreement on such partys behalf, and is executing this Agreement voluntarily, knowingly, and without any duress or coercion. Executive: Dated: August 16, 2005 /s/ Martin D. Brew Martin D. Brew Jameson Inns, Inc.: Dated: August 16, 2005 By: /s/ Thomas W. Kitchin Its: Chairman of the Board 9 Exhibit A RELEASE This Release is executed by Martin D. Brew (Executive) as _____________ Jameson Inns, – Kitchin Its: Chairman of the Board 9 Exhibit A RELEASE This Release is executed by Martin D. Brew (Executive) as of the 1st day of April, 2006 and delivered to Jameson Inns, Inc., a Georgia corporation (the Company). Except for the rights, obligations and commitments specifically set forth in that certain Transition Agreement dated August 16, 2005 by and between the _____________ dt 1396979
$39	Preview Full Doc	2003	Transition Agreement Transition Agreement (37K) Doc #1556522: Click preview link for longer preview. TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Donald Rechler (the "Executive"). WHEREAS, pursuant to (i) the Redemption Agreement (the "Redemption Agreement"), dated September 10, 2003, by and between ROP and Reckson FS . . . 1556522	Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Transition Agreement: Reckson Associates Realty Corp – DESCRIPTION>EXHIBIT 10.3, D. RECHLER TSA <TEXT> EXHIBIT 10.3 TRANSITION AGREEMENT -------------------- This TRANSITION AGREEMENT, dated as of September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty Corp ., a Maryland corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware limited partnership ("ROP") and Donald Rechler (the "Executive"). WHEREAS, pursuant to (i) the Redemption Agreement (the "Redemption _____________ Reckson Associates Realty Corp – iii) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below: 9 <PAGE> If to the Company or ROP: