The term of Executive’s employment with the Company shall commence on the consummation of the spin-off from HCP, Inc. (“ HCP ”) of the Company (such spin-off, the “ Spin ” and such date, the “ Effective Date ”) and shall continue until and including the fourth (4th) anniversary of the Effective Date unless earlier terminated as provided herein (the “ Term ”).  Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate without any action on the part of any person and be void ab initio if the Spin is not consummated and neither the Company nor any other person shall have any liability to Executive under this Agreement if the Spin is not consummated.