Triggering Event

Triggering Event. For each Participant the earliest to occur of (i) the consummation of a Change in Control, (ii) March 8, 2017 and (iii) the date of such Participant's Covered Termination; provided, however, that if the Triggering Event is as a result of subsection (i), each Participant shall only be eligible to receive a Retention Bonus if such Participant does not accept an offer of Comparable Employment with the acquirer and/or the surviving corporation following the Change in Control (provided that... Participant does not have to actually terminate service prior to the consummation of the Change in Control in order to receive a Retention Bonus). View More

Triggering Event. A 'Triggering Event' for the purpose of this Agreement will be deemed to have occurred if, during the Contract Period while Executive is employed by DDR: (a) Within two years after the date on which a Change in Control occurs, DDR terminates the employment of Executive, other than in the case of a termination for Cause, a termination by DDR pursuant to Section 6.1 following Executive's disability, or a termination based on death; (b) Within two years after the date on which a Change in Control... occurs, DDR reduces Executive's title, responsibilities, power or authority in comparison with Executive's title, responsibilities, power or authority at the time of the Change in Control and Executive thereafter terminates Executive's employment with DDR within such two-year period; (c) Within two years after the date on which a Change in Control occurs, DDR assigns Executive duties which are inconsistent with the duties assigned to Executive on the date on which the Change in Control occurred and which duties DDR persists in assigning to Executive despite the prior written objection of Executive and Executive thereafter terminates Executive's employment with DDR within such two-year period; (d) Within two years after the date on which a Change in Control occurs, DDR (i) reduces Executive's base compensation, Executive's incentive opportunity bonus percentages of salary, Executive's health and dental insurance coverage and benefits (including any such benefits provided to Executive's eligible dependents), Executive's pension, retirement, or profit-sharing benefits or any benefits provided by any of DDR's equity-based award plans, or any substitute therefor, unless in any case such reduction applies generally to all employees of DDR, (ii) establishes criteria and factors to be achieved for the payment of bonus compensation that are substantially different than the criteria and factors established for other similar executive officers of DDR, (iii) fails to pay Executive any bonus compensation to which Executive is entitled through the achievement of the criteria and factors established for the payment of such bonus, or (iv) excludes Executive from any plan, program, or arrangement in which the other executive officers of DDR are included, and Executive thereafter terminates Executive's employment with DDR within such two-year period; or (e) Within two years after the date on which a Change in Control occurs, DDR requires Executive to be based at or generally work from any location more than fifty miles from the geographical center of Cleveland, Ohio and Executive thereafter terminates Executive's employment with DDR within such two-year period. View More

Triggering Event. Either, (a) the First Price Triggering Event, (b) the Second Price Triggering Event or (c) the Third Price Triggering Event.

Triggering Event. (i) the termination of the Executive's employment by the Company, other than a termination for Cause, or (ii) a termination of the Executive's employment by the Executive for Good Reason, in each case prior to a Change of Control or on or within twenty-four months following a Change of Control.

Triggering Event. The issue of Common Stock, Options and/or Convertible Securities by the Company, whether by way of public offering or private placement, including any issue of Common Stock on the exercise, conversion or exchange of any Special Option, but excluding any issue of Common Stock, Options and/or Convertible Securities pursuant to a Triggering Event Excluded Issuance or an Allocated Public Offering.

Triggering Event. The occurrence, at any time after the Original Issuance Date, of the closing price of the Common Stock on the principal trading market for the Common Stock for any 40 Trading Days within a consecutive 60 Trading Day-period exceeding $6.00, as adjusted for stock splits, stock dividends, reorganizations and recapitalizations affecting the Common Stock and the Original Issuance Date

Triggering Event. Any of the following: (i)the failure of any Company to comply with any term, condition, or covenant set forth in this Agreement or any of the Security Documents; (ii)the inaccuracy of any representation or warranty made by the Companies herein in any material respect on or as of the date made; (iii)any Seller Entity under the debtor relief laws of the United States or other applicable jurisdictions from time to time in effect, including but not limited to the United States Bankruptcy Code (a)... commences or seeks to commence a voluntary case or proceeding; (b) consents to a voluntary case or proceeding; (c) consents to the appointment of a custodian, receiver, liquidator, trustee, monitor, sequestrator or similar official of it (or them) for all or any substantial part of its property; (d) makes or seeks to make a general assignment for the benefit of its (or their) creditors; (e) files or takes steps to file an answer or consent seeking reorganization or relief; or (f) consents to the filing of a petition in bankruptcy or any similar proceeding; (iv) an involuntary case under the United States Bankruptcy Code or other applicable debtor relief law is commenced against any Seller Entity and the petition is not controverted within 10 days, or is not dismissed within 45 days after the filing thereof; 13 (v)a custodian, receiver, liquidator, trustee, monitor, sequestrator or similar official is appointed out of court with respect to any Seller Entity, or with respect to all or any substantial part of the assets or properties of the Seller Entities; (vi)Non-Participating Counterparties shall have exercised remedies under any repurchase agreements, any related agreements, or any similar agreements with the Companies to sell or otherwise dispose of assets corresponding to an aggregate gross principal balance of in excess of $330 million; (vii)any of the Seller Entities shall make a dividend or other distribution on any preferred or common stock; (viii)the independent directors of any Seller Entity shall receive compensation other than common stock in such Seller Entity, except with respect to independent directors of special purpose entity Seller Entity subsidiaries of MFA Financial, Inc.; (ix)other than as expressly permitted under this Agreement, including payments contemplated in the budget annexed hereto as Schedule 4, or as otherwise agreed to by the Participating Counterparties, any payments shall be made to or liens or collateral granted for the benefit of any repurchase agreement, forward transaction agreement, hedging agreement, ISDA agreement, warehouse agreement, swap agreement, or loan agreement counterparty other than to a Participating Counterparty under or in connection with an Applicable Agreement or to any agent or lender with respect to any material indebtedness of the Companies; (x)the exercise of remedies (i) in connection with a Triggering Event by any Participating Counterparty, or (ii) in connection with compliance with FINRA Rule 4210 by Participating Counterparties holding an aggregate gross principal balance in excess of $500 million as long as the applicable Participating Counterparties have exercised good faith efforts to obtain a waiver of, an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210; (xi)the Security Documents cease to create a valid and perfected first priority security interest in the Designated Assets after such perfection occurs in accordance with the terms of this Agreement and the Security Documents; (xii)payment being made by the Companies to any repurchase agreement counterparty, including without limitation the Participating Counterparties and the Non-Participating Counterparties (other than as expressly set forth herein); provided that no Triggering Event shall be deemed to have occurred pursuant to the foregoing clause (ix) or this clause (xii) due to any Seller Entity complying with its obligations as lender, buyer or other type of financing provider under any financing, repurchase transaction or similar arrangement; (xiii)the receipt by any of the Participating Counterparties from, or the publication by, any of the Companies of any threat of litigation (other than in connection with a breach of this Agreement by a Participating Counterparty); or 14 (xiv)the commencement of any lawsuit by any of the Companies against any Participating Counterparty arising out of or with respect to, or in connection with, any repurchase agreements, or any related agreements (other than in connection with a breach of this Agreement by a Participating Counterparty); (xv)the failure by any Company to take the actions within such Company's control by April 15, 2020, to have the DTC repo tracker turned "off" with respect to assets subject to the relevant Applicable Agreements; (xvi)the failure of any Company to remit to the applicable Participating Counterparty income or proceeds received by such Company with respect to assets subject to the relevant Applicable Agreements within one (1) business day of actual notice to, or actual knowledge by, such Company of receipt of such income or proceeds; or (xvii)the CMBX.NA.AAA.13 Index has remained 20% below the level of the CMBX.NA.AAA.13 Index as of the commencement of the Forbearance Period for three (3) consecutive business days. 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Triggering Event. The occurrence of any one of the following events subsequent to a Change of Control: (i)Participant's receipt of a letter of intent to dismiss without Cause, as such term is defined in Section 8(a) hereof ; or (ii)termination of the Plan; or (iii)relocation of Participant's employment to a location more than 50 miles from the Participant's place of employment at the time of the Change of Control; or (iv)a 10% or greater reduction in Participant's total compensation for the year in which the... Triggering Event occurs from the prior year's total compensation, but disregarding any reduction in bonus or incentive compensation payments which occurs in accordance with the terms of any written bonus or incentive compensation program as it reads before the occurrence of a Change of Control; or (v)a change to Participant's position that results in Participant not being deemed an executive officer of Employer View More

Triggering Event. The occurrence of any of the following: (i) the termination by the Company, for any reason other than for Cause, of Employee's employment; (ii) a Constructive Termination; or (iii) a Change in Control.

Triggering Event. The occurrence of any of the following: (i) the Company's termination of the Employee's employment without Cause; or (ii) a Constructive Termination.