Common use of Conditions of Transfer Clause in Contracts

Conditions of Transfer. Except as otherwise provided in paragraph 8 below, with respect to any RSUs awarded to Employee under this Agreement, as a condition of Employee receiving a transfer in accordance with paragraph 4 above of any Common Shares earned in accordance with paragraph 5 and Appendix A, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Settlement Date relating to such RSUs: (a) Employee must continue to be an active employee of the Company or any Subsidiary (“Continuous Employment”); (b) Except to the extent prohibited or unenforceable under applicable law, Employee must refrain from Engaging in Competition (as defined in Section 2.17 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and (c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or any Subsidiary or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s or a Subsidiary’s operations, financial condition or business reputation (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail to meet the requirements relating to (i) Continuous Employment, (ii) Non- competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to earn any RSUs granted hereunder, and Employee shall accordingly forfeit the right to receive the transfer of title to any Common Shares underlying such RSUs. The forfeiture of rights with respect to RSUs (and corresponding Common Shares) shall not affect the rights of Employee with respect to any Common Shares the title of which has already been transferred to the Account.

Conditions of Transfer. Except as otherwise provided in paragraph 8 below, with With respect to any RSUs [RSUs] [MI Shares] awarded to Employee under this AgreementEmployee, as a condition of Employee receiving a transfer of corresponding Common Shares in accordance with paragraph 4 above of any Common Shares earned in accordance with paragraph 5 and Appendix Aabove, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Settlement [Vesting] [Distribution] Date relating to such [RSUs] [MI Shares]: (a) Employee must continue to be an active employee of the Company or any Subsidiary of (i) an entity other than one of the Company’s subsidiaries that owns a property managed by the Company following transfer of employment to such entity, or (ii) an entity other than one of the Company’s subsidiaries that operates a franchised property under a brand of the Company following a transfer of employment to such entity that is requested or approved by the Company and provided that the Company specifically approves continued vesting pursuant to this provision (“Continuous EmploymentService”); (b) Except to the extent prohibited or unenforceable under applicable law, Employee must refrain from Engaging in Competition (as defined in Section 2.17 2.25 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and (c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or any Subsidiary or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s or a Subsidiary’s operations, financial condition or business reputation (“No Improper Conduct”). The CompanyCommittee’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail fails to meet the requirements relating to (i) Continuous EmploymentService, (ii) Non- Non-competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to earn [vest in any RSUs granted hereunderthat] [receive a distribution of any MI Shares for which the above conditions of transfer] have not already vested [been met] as of the time such failure is determined, and Employee shall accordingly forfeit the right to receive the transfer of title to any Common Shares underlying such RSUs. The forfeiture of rights with respect to RSUs (and corresponding Common Shares) . As used in this paragraph 6, the term “Company” shall not affect include the rights Company and its Subsidiaries. By accepting the terms of this Agreement, Employee further agrees to these same terms and conditions with respect to any Common other RSUs [MI Shares awards] Employee received in any prior year under the title of which has already been transferred to the AccountPlan.

Conditions of Transfer. Except as otherwise provided in paragraph 8 below, with respect to any RSUs awarded to Employee under this Agreement, as a condition of Employee receiving a transfer of corresponding Common Shares in accordance with paragraph 4 above of any Common Shares earned in accordance with paragraph 5 and Appendix Aabove, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Settlement Vesting Date relating to such RSUs: (a) Employee must continue to be an active employee of the Company or any Subsidiary (“Continuous Employment”); (b) Except to the extent prohibited or unenforceable under applicable law, Employee must refrain from Engaging in Competition (as defined in Section 2.17 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and (c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or any Subsidiary or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s or a Subsidiary’s operations, financial condition or business reputation reputation. (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail to meet the requirements relating to (i) Continuous Employment, (ii) Non- Non-competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to earn vest in any RSUs granted hereunderthat have not already vested as of the time such failure is determined, and Employee shall accordingly forfeit the right to receive the transfer of title to any corresponding Common Shares underlying such RSUsShares. The forfeiture of rights with respect to unvested RSUs (and corresponding Common Shares) shall not affect the rights of Employee with respect to any RSUs that already have vested nor with respect to any Common Shares the title of which has already been transferred to the Account.

Conditions of Transfer. Except as otherwise provided in paragraph 8 below, with respect to any RSUs awarded to Employee under this Agreement, as a condition of Employee receiving a transfer of corresponding Common Shares in accordance with paragraph 4 above of any Common Shares earned in accordance with paragraph 5 and Appendix Aabove, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Settlement Vesting Date relating to such RSUs: (a) Employee must continue to be an active employee of the Company or any Subsidiary (“Continuous Employment”); (b) Except to the extent prohibited or unenforceable under applicable law, Employee must refrain from Engaging in Competition (as defined in Section 2.17 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and (c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or any Subsidiary or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s or a Subsidiary’s operations, financial condition or business reputation reputation. (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail to meet the requirements relating to (i) Continuous Employment, (ii) Non- Non-competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to earn vest in any RSUs granted hereunderthat have not already vested as of the time such failure is determined, and Employee shall accordingly forfeit the right to receive the transfer of title to any corresponding Common Shares underlying such RSUsShares. The forfeiture of rights with respect to unvested RSUs (and corresponding Common Shares) shall not affect the rights of Employee with respect to any RSUs that already have vested nor with respect to any Common Shares the title of which has already been transferred to the Account.

Conditions of Transfer. Except as otherwise provided in paragraph 8 below, with respect to any RSUs awarded to Employee under this Agreement, as a condition of Employee receiving a transfer of corresponding Common Shares in accordance with paragraph 4 above of any Common Shares earned in accordance with paragraph 5 and Appendix Aabove, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Settlement Vesting Date relating to such RSUs: (a) Employee must continue to be an active employee of the Company or any Subsidiary (“Continuous Employment”); (b) Except to the extent prohibited or unenforceable under applicable law, Employee must refrain from Engaging in Competition (as defined in Section 2.17 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and (c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or any Subsidiary or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s or a Subsidiary’s operations, financial condition or business reputation (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail to meet the requirements relating to (i) Continuous Employment, (ii) Non- Non-competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to earn vest in any RSUs granted hereunderthat have not already vested as of the time such failure is determined, and Employee shall accordingly forfeit the right to receive the transfer of title to any corresponding Common Shares underlying such RSUsShares. The forfeiture of rights with respect to unvested RSUs (and corresponding Common Shares) shall not affect the rights of Employee with respect to any RSUs that already have vested nor with respect to any Common Shares the title of which has already been transferred to the Account.

Conditions of Transfer. Except as otherwise provided in paragraph 8 below, with respect to any RSUs awarded to Employee under this Agreement, as a condition of Employee receiving a transfer in accordance with paragraph 4 above of any Common Shares earned in accordance with paragraph 5 and Appendix A, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Settlement Date relating to such RSUs: (a) Employee must continue to be an active employee of the Company or any Subsidiary (“Continuous Employment”); (b) Except to the extent prohibited or unenforceable under applicable law, Employee must refrain from Engaging in Competition (as defined in Section 2.17 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and (c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or any Subsidiary or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s or a Subsidiary’s operations, financial condition or business reputation (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail to meet the requirements relating to (i) Continuous Employment, (ii) Non- competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to earn any RSUs granted hereunder, and Employee shall accordingly forfeit the right to receive the transfer of title to any Common Shares underlying such RSUs. The forfeiture of rights with respect to RSUs (and corresponding Common Shares) shall not affect the rights of Employee with respect to any Common Shares the title of which has already been transferred to the Account.

Conditions of Transfer. Except as otherwise provided in paragraph 8 below, with With respect to any RSUs awarded to Employee under this AgreementEmployee, as a condition of Employee receiving a transfer of corresponding Common Shares in accordance with paragraph 4 above of any Common Shares earned in accordance with paragraph 5 and Appendix Aabove, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Settlement Vesting Date relating to such RSUs: (a) a. Employee must continue to be an active employee of the Company or any Subsidiary (“Continuous Employment”); (b) Except to the extent prohibited or unenforceable under applicable law, b. Employee must refrain from Engaging in Competition (as defined in Section 2.17 2.25 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and (c) c. Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or any Subsidiary or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s or a Subsidiary’s operations, financial condition or business reputation (“No Improper Conduct”). The CompanyCommittee’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail fails to meet the requirements relating to (i) Continuous Employment, (ii) Non- Non-competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to earn vest in any RSUs granted hereunderthat have not already vested as of the time such failure is determined, and Employee shall accordingly forfeit the right to receive the transfer of title to any Common Shares underlying such RSUs. The forfeiture of rights with respect to RSUs (and corresponding Common Shares) . As used in this paragraph 6, the term “Company” shall not affect include the rights of Employee with respect to any Common Shares the title of which has already been transferred to the AccountCompany and its Subsidiaries.

Conditions of Transfer. Except as otherwise provided in paragraph 8 below, with With respect to any RSUs MI Shares awarded to Employee under this AgreementEmployee, as a condition of Employee receiving a transfer of corresponding Common Shares in accordance with paragraph 4 above of any Common Shares earned in accordance with paragraph 5 and Appendix Aabove, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Settlement Distribution Date relating to such RSUsMI Shares: (a) Employee must continue to be meet the Continuous Service requirement, which is defined as continuing to be: (i) an active employee of the Company, (ii) an active employee of an entity other than one of the Company’s subsidiaries that owns a property managed by the Company following transfer of employment to such entity, or any Subsidiary (“Continuous Employment”)iii) an active employee of an entity other than one of the Company’s subsidiaries that operates a franchised property under a brand of the Company but only if the Company specifically approves Employee’s continued vesting pursuant to this provision; (b) Except to the extent prohibited or unenforceable under applicable law, Employee must refrain from Engaging in Competition (as defined in Section 2.17 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”)not have violated paragraph 8A hereof; and (c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or any Subsidiary or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s or a Subsidiary’s operations, financial condition or business reputation (“No Improper Conduct”). The CompanyCommittee’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail fails to meet the requirements relating to (i) Continuous EmploymentService, (ii) Non- competitioncompliance with paragraph 8A, or (iii) No Improper Conduct, then Employee shall forfeit the right to earn receive a distribution of any RSUs granted hereunderMI Shares for which the above conditions of transfer have not already been met as of the time such failure is determined, and Employee shall accordingly forfeit the right to receive the transfer of title to any Common Shares underlying such RSUs. The forfeiture of rights with respect to RSUs (and corresponding Common Shares) . As used in this paragraph 6 and paragraph 8A, the term “Company” shall not affect include the rights of Employee with respect to any Common Shares the title of which has already been transferred to the AccountCompany and its subsidiaries.

Conditions of Transfer. Except as otherwise provided in paragraph 8 below, with With respect to any RSUs Performance Share Units awarded to Employee under this AgreementEmployee, as a condition of Employee receiving a transfer of corresponding Common Shares in accordance with paragraph 4 above of any Common Shares earned in accordance with paragraph 5 and Appendix Aabove, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Settlement Distribution Date relating to such RSUsPerformance Share Units: (a) Employee must continue to be an active employee of the Company or any Subsidiary of (i) an entity other than one of the Company’s subsidiaries that owns a property managed by the Company following transfer of employment to such entity, or (ii) an entity other than one of the Company’s subsidiaries that operates a franchised property under a brand of the Company following a transfer of employment to such entity that is requested or approved by the Company and provided that the Company specifically approves continued vesting pursuant to this provision (“Continuous EmploymentService”); (b) Except to the extent prohibited or unenforceable under applicable law, Employee must refrain from Engaging in Competition (as defined in Section 2.17 2.25 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and (c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or any Subsidiary or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s or a Subsidiary’s operations, financial condition or business reputation (“No Improper Conduct”). The CompanyCommittee’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail fails to meet the requirements relating to (i) Continuous EmploymentService, (ii) Non- Non-competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to earn receive a distribution of any RSUs granted hereunderPerformance Share Units for which the above conditions of transfer have not already been met as of the time such failure is determined, and Employee shall accordingly forfeit the right to receive the transfer of title to any Common Shares underlying such RSUs. The forfeiture of rights with respect to RSUs (and corresponding Common Shares) . As used in this paragraph 5, the term “Company” shall not affect include the rights Company and its Subsidiaries. By accepting the terms of this Agreement, Employee further agrees to these same terms and conditions with respect to any Common Shares other Performance Share Unit awards Employee received in any prior year under the title of which has already been transferred to the AccountPlan.