Common use of Acceleration of Vesting in Special Circumstances Clause in Contracts

Acceleration of Vesting in Special Circumstances. (a) If the Grantee remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date that the Grantee’s employment with the Company and its Affiliates ends on account of (i) termination by the Company without Cause, (ii) resignation for Good Reason in accordance with the Employment Agreement, (iii) resignation within 90 days after notice of non-renewal is given by the Company as provided in the Employment Agreement, (iv) death, or (v) disability as provided in the Employment Agreement, then as of the date that the Grantee’s employment so ends, all of the LTIP Units outstanding shall Vest. In consideration for the grant of the LTIP Units, the Grantee agrees that (A) any Vesting in the LTIP Units due to a termination or resignation described in clauses (i), (ii) or (iii) above shall not occur unless the Grantee executes and does not revoke the release of claims described in the Employment Agreement and (B) this Section 5 shall govern the Grantee’s rights in, and the Vesting of, the LTIP Units upon a termination of employment, notwithstanding any contrary provision in the Employment Agreement. (b) In contemplation of and subject to the consummation of a Change in Control, all of the LTIP Units outstanding shall Vest if the Grantee remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the Control Change Date for such Change in Control.

Acceleration of Vesting in Special Circumstances. (a) If the Grantee remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date that the Grantee’s employment with the Company and its Affiliates ends on account of (i) termination by the Company without Cause, (ii) resignation for Good Reason in accordance with the Employment Agreement, (iii) resignation within 90 days after notice of non-renewal is given by the Company as provided in the Employment Agreement, (iv) death, or (v) disability as provided in the Employment Agreement, then as of the date that the Grantee’s employment so ends, all of the LTIP Units outstanding that have not already become vested in accordance with Section 3 above shall Vest. In consideration for the grant of the LTIP Units, the Grantee agrees that (A) any Vesting in the LTIP Units due to a termination or resignation described in clauses (i), (ii) or (iii) above shall not occur unless the Grantee executes and does not revoke the release of claims described in the Employment Agreement and (B) this Section 5 shall govern the Grantee’s rights in, and the Vesting of, the LTIP Units upon a termination of employment, notwithstanding any contrary provision in the Employment Agreement. (b) In contemplation of and subject to the consummation of a Change in Control, all of the LTIP Units outstanding shall Vest if the Grantee remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the Control Change Date for such Change in Control.