Relationship. The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent the Advisor from engaging in other activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates. Nor shall this Agreement limit or restrict the right of any manager, director, officer, employee or equityholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other Person. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein. The Advisor shall promptly disclose to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, that creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Person.

Relationship. GSD and Gyrodyne are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent Gyrodyne from engaging in or earning fees from other activities, including the rendering of advice to other Persons and the management of other programs advised, sponsored or organized by Gyrodyne; nor shall this Agreement limit or restrict the right of any manager, director, officer, member, partner, employee or equity holder of Gyrodyne to engage in or earn fees from any other business or to render services of any kind to any other Person. Gyrodyne may, with respect to any investment in which GSD is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that GSD may enter into Joint Ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures or other similar co-investment arrangements, Gyrodyne may be engaged to provide advice and service to such Persons, in which case Gyrodyne may earn fees from such persons for rendering such advice and service.

Other Employment Terminations. In the event that your employment with Gentex or a Subsidiary terminates during the vesting schedule in a manner other than any specified in Sections 3 or 4 above, all RSUs granted hereby that remain unvested shall be cancelled, terminated, and of no further force and effect, unless otherwise determined under the Plan.

Other Employment Policies. At all times during his or her employment, Employee shall comply with all of the applicable business conduct and other policies generally in effect for employees of the Company and Company Affiliates, as the same may be amended from time to time. This Retention Payment will not be considered eligible pay or compensation for purposes of any benefit plan or program of the Company or Company Affiliates.

Prior to accepting other employment or any other service relationship during the Restricted Period, Employee shall provide a copy of this [Section 5] to any recruiter who assists Employee in obtaining other employment or any other service relationship and to any employer or person with which Employee discusses potential employment or any other service relationship.

Termination of Employment or Consulting Relationship. The Committee shall establish and set forth in the applicable Award Agreement the terms and conditions on which an SAR shall remain exercisable, if at all, following termination of a Participant’s Continuous Service. The provisions of Section 6(h) shall apply to the extent an Award Agreement does not specify the terms and conditions upon which an SAR shall terminate when a Participant’s Continuous Service terminates.

Limitation of Rights and Employment Relationship. The establishment of the Plan shall not be construed to confer upon an employee or Participant any legal right to be retained in the employ of the Employer or give any employee or any other person any right to benefits, except to the extent expressly provided hereunder. All employees will remain subject to discharge to the same extent as if the Plan had never been adopted, and may be treated without regard to the effect such treatment might have upon them under the Plan.

Termination of Employment or Consulting Relationship. Except as otherwise set forth in this Section 9(b), the Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee is not vested in Optioned Stock at the date of termination of his or her Continuous Service Status, or if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Option Agreement or below (as applicable), the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to Section 7).

Other Termination of Employment. In the event of your voluntary termination (other than a Retirement subject to Section 2(c) or a Qualifying Termination subject to Section 2(f)), or termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company or otherwise not in circumstances covered by Section 2(d), you shall forfeit all unvested RSUs on the date of termination.

You will report directly to the Chief Executive Officer (CEO).