Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs [(d) and (e)])] below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraph # below, the right to exercise this SAR shall terminate three months after such cessation (but in no event after the Final Exercise Date); provided that this SAR shall be exercisable only for that number of Measurement Shares that were vested under this SAR on the date the Participant ceased to be an Eligible Participant. Notwithstanding anything to the contrary contained herein, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this SAR shall terminate immediately upon written notice to the Participant from the Company describing such violation.

Relationship. Nothing contained in this Lease shall be construed as creating any relationship between Landlord and Tenant other than that of landlord and tenant, and no other estate shall pass out of Landlord. Tenant shall not use the name of the Building for any purpose other than as the address of the business to be conducted by Tenant in the Premises, use the name of the Building as Tenant’s business address after Tenant vacates the Premises, or do or permit to be done anything in connection with Tenant’s business or advertising which in the reasonable judgment of Landlord could reasonably be expected to confuse or mislead the public as to any apparent connection or relationship between Landlord, the Building and Tenant.

Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

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 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.

If because of Executive’s Disability (as defined below in [Section 2(c)]), written notice by Company to Executive that Executive’s employment is being terminated as a result of Executive’s Disability, which termination shall be effective on the date of such notice or such later date as specified in writing by Company;

Termination by Company. The Company may terminate Employee’s employment with the Company at any time effective immediately: # without Cause (as defined below); or # with Cause (as defined below). For purposes of this Agreement, “Cause” shall mean Employee’s: # gross negligence or willful misconduct with respect to the Company, including, without limitation, engagement in dishonesty with respect to the Company’s business, or conduct that is injurious to the Company, its business or its reputation; # embezzlement, theft or fraud; # conviction of or plea of guilty or no contest to any felony, or any lesser crime of dishonesty; # personal conduct in furtherance of a hostile work environment or personal engagement in discrimination in violation of any state or federal anti-harassment or discrimination statute; # breach of any material obligation under this Agreement or any other written agreement between Employee and the Company; # Employee’s failure to perform Employee’s duties (other than any such failure resulting from incapacity due to physical or mental illness); or # violation of the Company’s written policies, including but not limited to its Code of Ethics and/or Code of Conduct.

Company Notice Termination. If the Employee’s employment with the Company is terminated by Company Notice Termination the Company will pay Employee the 6x the Monthly Base Salary, any accrued but untaken vacation and an amount equal to six (6) times the monthly COBRA premium that the Employee would be required to pay for COBRA continuation coverage of the Employee’s currently elected medical coverage under the Company’s primary group health insurance plan (the “Severance Payments”) according to the same payroll practices that are in effect at the time of the termination and less applicable withholdings and taxes; provided, however, that an express condition to the Company’s obligation to make Severance Payments to the Employee is the Employee’s full compliance with the provisions of [Sections 4.3] (c), 5.0, 6.0, and 8.0, and if any such provisions are breached by the Employee, the Company’s obligations to make any additional Severance Payments shall cease immediately. After such termination, the Employee will also be eligible to receive whatever nonforfeitable benefits are payable as of the date of the Employee’s employment termination under the terms of the benefit plans or programs, if any, in which the Employee was participating.

Continuous Relationship with the Company Required. Except as otherwise provided in this [Section 3], this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in [[Section 424(e) or (f)])]])] of the Code (an “Eligible Participant”).