Common use of Executive Non-Renewal Clause in Contracts

Executive Non-Renewal. If the Executive provides a notice of non-renewal of the Employment Period in accordance with Section 2 hereof and the Executive experiences a Separation from Service as a result, then, following such a termination, a pro rata portion of the CPUs shall remain outstanding and eligible to vest and convert into Units in accordance with the terms of the applicable LTIP Award Agreement (if not previously vested and converted into Units or canceled) as follows: the number of CPUs that remains outstanding and eligible to vest and convert into Units in accordance with the terms of the applicable LTIP Award Agreement following the Date of Termination shall be equal to the total number of CPUs multiplied by a fraction, (A) the numerator of which is an integer equal to the number of whole years elapsed from the Commencement Date through and including the Date of Termination, and (B) the denominator of which equals five, provided, that the eligibility for post-termination vesting and conversion into Units of the CPUs described in this Section 5(d)(ii) shall only occur if, following such notice of non-renewal by the Executive, the Executive does not voluntarily terminate his employment (other than upon death or Disability) before the end of the Employment Period, as determined without regard to any Post-Termination Extension. Any CPUs that do not remain eligible to vest and convert into Units in accordance with this Section 5(d)(ii) (and which have not otherwise vested and converted into Units or terminated prior to the Date of Termination) shall be forfeited as of the Date of Termination. The Executive’s election not to renew the Employment Period and a termination of his employment resulting therefrom shall be deemed to constitute a termination by the Executive without Good Reason for purposes of this Agreement. For purposes of clarification, subject to the Executive’s continued employment through the end of the Employment Period, as determined without regard to any Post-Termination Extension, in the event that the Employment Period terminates on January 1, 2011 as a result of non-renewal by the Executive in accordance with Section 2 hereof, the final one-third of the RPUs shall vest and convert into Units as scheduled in accordance with Section 3(b)(iii) on January 1, 2011.