Common use of Lapse of Restrictions Clause in Contracts

Lapse of Restrictions. (a) Following the completion of the Performance Period, the Committee shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion of the Restricted Shares granted herein that have become Earned Restricted Shares. Following the Committee’s determination, Restricted Shares granted herein which have not become Earned Restricted Shares shall be immediately forfeited to the Company without payment of any consideration by the Company or any of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Shares. (b) The restrictions set forth herein with respect to the Earned Restricted Shares (if any) shall lapse and the Earned Restricted Shares shall vest as to fifty percent (50%) of the Earned Restricted Shares, rounded down to the nearest whole Earned Restricted Share, on the third (3rd) anniversary of the Grant Date and as to the remainder of the Earned Restricted Shares on the fourth (4th) anniversary of the Grant Date. Notwithstanding the foregoing, except as provided in Section 4 below, the Earned Restricted Shares shall not vest unless Grantee continues to be employed by the Company or any of its Affiliates through the applicable vesting date.

Lapse of Restrictions. (a) Following the completion of the Performance Period, the Committee shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion of the Restricted Shares LTIP Units granted herein here that have become Earned Restricted SharesLTIP Units. Following the Committee’s determination, Restricted Shares LTIP Units granted herein which have not become Earned Restricted Shares LTIP Units shall be immediately forfeited to the Company Partnership without payment of any consideration by the Company Partnership or any of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, assigns or personal representatives will thereafter have any further rights or interests in such forfeited Restricted SharesLTIP Units. (b) The restrictions set forth herein and conditions in Section 3 of this Agreement with respect to the Earned Restricted Shares LTIP Units (if any) shall lapse and the Earned Restricted Shares LTIP Units shall vest as to fifty percent (50%) of the Earned Restricted SharesLTIP Units, rounded down to the nearest whole Earned Restricted ShareLTIP Unit, on the third (3rd) anniversary of the Grant Date and as to the remainder of the Earned Restricted Shares LTIP Units on the fourth (4th) anniversary of the Grant Date. Notwithstanding the foregoing, except as provided in Section 4 5 below, the Earned Restricted Shares LTIP Units shall not vest on any vesting date unless Grantee continues to be employed by the Company Company, the Partnership or any of its their Affiliates through the applicable vesting date.

Lapse of Restrictions. (a) Following The restrictions and conditions in Section 2 of this Agreement shall lapse and the completion of the Performance PeriodLTIP Units granted herein shall vest as to [____________]1; provided, the Committee shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement that, with respect to the Absolute TSR Vesting Percentagelast such annual installment, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and number of LTIP Units that vest in the portion installment shall be such that Grantee will be fully vested in the total number of LTIP Units listed above as of the Restricted Shares granted herein that have become Earned Restricted Shares. Following the Committee’s determination, Restricted Shares granted herein which have not become Earned Restricted Shares shall be immediately forfeited to the Company without payment of any consideration by the Company or any of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Shares. (b) The restrictions set forth herein with respect to the Earned Restricted Shares (if any) shall lapse and the Earned Restricted Shares shall vest as to fifty percent (50%) of the Earned Restricted Shares, rounded down to the nearest whole Earned Restricted Share, on the third (3rd) anniversary of the Grant Date and as to the remainder of the Earned Restricted Shares on the fourth (4th) anniversary of the Grant Dateapplicable annual anniversary. Notwithstanding the foregoing, except as provided in Section 3(b) or Section 4 belowbelow or in Section 12(c) of the Plan, the Earned Restricted Shares an LTIP Unit shall not vest on any vesting date unless Grantee continues to be employed by the Company Company, the Partnership or any of its their Affiliates through the vesting date applicable vesting dateto such LTIP Unit. No LTIP Unit granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law until the [_________]2 anniversary of the applicable [vesting][grant] date of such LTIP Unit; provided that, this sentence shall not prevent conversion of an LTIP Unit to a Series PR OP Unit (as defined in the Partnership Agreement) and/or Class A REIT Share (as defined in the Partnership Agreement) if such conversion is otherwise permitted under this Agreement and the Partnership Agreement. (b) In the event of a Corporate Event, this Award shall be treated as set forth in Section 12 of the Plan; provided, however, if the LTIP Units do not remain outstanding or are not replaced with awards of the Company’s successor in a Change in Control, all outstanding LTIP Units shall become fully vested upon the consummation of the Change in Control.

Lapse of Restrictions. (ai) Following the completion of the Performance Period, the Committee The restrictions described in Section 2(e)(ii) shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement lapse with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion RSUs in four equal installments of 25 percent each on each of the Restricted Shares granted herein first, second, third and fourth anniversaries of the date of this Award Agreement, such that the restrictions set forth in Section 2(e)(ii) shall have become Earned Restricted Shares. Following lapsed with respect to 100 percent of the Committee’s determination, Restricted Shares granted herein which have not become Earned Restricted Shares shall be immediately forfeited to RSUs on the Company without payment fourth anniversary of any consideration by the Company or any date of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Sharesthis Award Agreement. (bii) The restrictions set forth herein described in Section 2(e)(ii) shall lapse with respect to the Earned Restricted Shares (if any) shall lapse and the Earned Restricted Shares shall vest as to fifty percent (50%) of the Earned Restricted Shares, rounded down to the nearest whole Earned Restricted Share, Performance Units on the third (3rd) anniversary of the Grant date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and as to the remainder of the Earned Restricted Shares Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the fourth (4th) anniversary of the Grant DateShareholder Return Goals have been met and to what extent. Notwithstanding the foregoingforegoing or any other provision of this Award Agreement to the contrary, except as provided in Section 4 below, the Earned Restricted Shares shall not vest unless Grantee continues to be employed by event that the Committee certifies that the Company or any has achieved a Total Shareholder Return which is above the ____ percentile of its Affiliates through the applicable vesting datePeer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company.

Lapse of Restrictions. (a) Following the completion of the Performance Period, the Committee shall determine the Company’s Absolute TSR Percentage and All restrictions set forth in Section 3 below will certify the level of achievement lapse in their entirety with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion one hundred percent (100%) of the Restricted Shares granted herein that have become Earned Restricted Shares. Following the Committee’s determination, Restricted Shares granted herein which have not become Earned Restricted Shares shall be immediately forfeited to the Company without payment of any consideration by the Company or any of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Shares. (b) The restrictions set forth herein with respect to the Earned Restricted Shares (if any) shall lapse and the Earned Restricted Shares shall vest as to fifty percent (50%) of the Earned Restricted Shares, rounded down to the nearest whole Earned Restricted Share, on the third (3rd) anniversary of the Grant Date and as to the remainder of the Earned Restricted Shares on the fourth (4th) anniversary of the Grant Date. Notwithstanding Such period is referred to as the foregoing“Restriction Period.” Subject to the following provisions, except Restricted Shares subject to the Restriction Period shall, as provided of the end of the Restriction Period, be no longer subject to forfeiture (e.g., they will become “vested”). (a) As soon as reasonably practicable after the end of the Restriction Period, the Custodian will instruct the Transfer Agent to remove the transfer restriction notation referred to in Section 4 below1(c) of this Agreement; provided, however, that the Custodian shall not issue such instruction until the Participant has either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations. (b) If the Participant retires following the second anniversary of the Grant Date, provided that (1) the Participant provides the Company with at least six months’ prior written notice of his retirement date (the “Notice Period”) and (2) during the Notice Period, the Earned Participant remains employed and takes all actions reasonably requested of him to assist the Company in its efforts to identify and transition to his successor, the Restriction Period shall end on the Participant’s date of retirement and one hundred percent (100%) of the Restricted Shares shall not vest unless Grantee continues as of such date. (c) If the Participant’s employment with or other service to be employed by the Company or a Subsidiary terminates prior to the third anniversary of the Grant Date under circumstances which entitle the Participant to severance payments and benefits under that certain Change in Control Agreement, between you and the Company, dated as of January 27, 2023, without regard to whether a “Change in Control” has occurred for purposes thereof, or under any broad-based executive severance policy, plan or program maintained by the Company,, the Restriction Period shall end on the Participant’s date of termination and one hundred percent (100%) of the Restricted Shares shall vest as of such date. (d) If the Participant’s employment with or other service to the Company or a Subsidiary terminates during the Restriction Period because of death or Disability (as defined in Section 22(e)(3) of the Code), effective on the date of that event all restrictions set forth in Section 3 of this Agreement will lapse in their entirety with respect to all of the Restricted Shares and all such Shares shall be vested. (e) The vesting of Restricted Shares under this Agreement will result in the Participant’s recognition of income for federal and state tax purposes (and/or foreign tax purposes, if applicable) and shall be subject to all applicable tax and tax withholding requirements. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including Participant’s FICA or employment tax obligations) required by law to be withheld with respect to the vesting of the Restricted Shares. The Company may, in its sole discretion and in satisfaction of the foregoing requirement, withhold, or allow the Participant to elect to have the Company withhold, Shares otherwise issuable upon the vesting of any of its Affiliates through the Restricted Shares (or allow the surrender of Shares). Unless otherwise determined by the Committee, the number of Shares so withheld or surrendered shall be limited to the number of Shares that have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable vesting dateto supplemental taxable income. For purposes of this paragraph, such withheld or surrendered Shares shall be valued at the closing price of the Company’s Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of determination on which sales of the Shares occurred.

Lapse of Restrictions. (a) Following the completion of the Performance Period, the Committee shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion of the Restricted Shares granted herein that have become Earned Restricted Shares. Following the Committee’s determination, Restricted Shares granted herein which have not become Earned Restricted Shares shall be immediately forfeited to the Company without payment of any consideration by the Company or any of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Shares. (b) The restrictions set forth herein with respect to the Earned Restricted Shares (if any) and conditions in Section 2 of this Agreement shall lapse and the Earned Restricted Shares LTIP Units granted herein shall vest as to fifty twenty-five percent (5025%) of the Earned Restricted SharesLTIP Units on the one (1) year anniversary of January 1, 20__, and the remainder shall vest in substantially equal annual installments, rounded down to the nearest whole Earned Restricted ShareLTIP Unit, on each subsequent anniversary for a period of three (3) years thereafter; provided, that, with respect to the third (3rd) anniversary last such annual installment, the number of LTIP Units that vest in the installment shall be such that Grantee will be fully vested in the total number of LTIP Units listed above as of the Grant Date and as to the remainder of the Earned Restricted Shares on the fourth (4th) anniversary of the Grant Dateapplicable annual anniversary. Notwithstanding the foregoing, except as provided in Section 3(b) or Section 4 belowbelow or in Section 12(c) of the Plan, the Earned Restricted Shares an LTIP Unit shall not vest on any vesting date unless Grantee continues to be employed by the Company Company, the Partnership or any of its their Affiliates through the vesting date applicable to such LTIP Unit. [No LTIP Unit granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law until the second anniversary of the applicable vesting datedate of such LTIP Unit; provided, that this sentence shall not prevent conversion of an LTIP Unit to a Series PR OP Unit (as defined in the Partnership Agreement) and/or Class A REIT Share (as defined in the Partnership Agreement) if such conversion is otherwise permitted under this Agreement and the Partnership Agreement.] (b) In the event of a Corporate Event, this Award shall be treated as set forth in Section 12 of the Plan; provided, however, if the LTIP Units do not remain outstanding or are not replaced with awards of the Company’s successor in a Change in Control, all outstanding LTIP Units shall become fully vested upon the consummation of the Change in Control.

Lapse of Restrictions. (a) Following the completion of the Performance Period, the Committee shall determine the Company’s Absolute TSR Percentage outcomes on each of the Performance Metrics and will certify the level of achievement with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage each such metric and the portion of the Restricted Shares LTIP Units granted herein here that have become Earned Restricted SharesLTIP Units. Following the Committee’s determination, Restricted Shares LTIP Units granted herein which have not become Earned Restricted Shares LTIP Units shall be immediately forfeited to the Company Partnership without payment of any consideration by the Company Partnership or any of its Affiliates, and neither Grantee nor any of his or her successors, heirs, assigns, assigns or personal representatives will thereafter have any further rights or interests in such forfeited Restricted SharesLTIP Units. (b) The restrictions set forth herein and conditions in Section 3 of this Agreement with respect to the Earned Restricted Shares LTIP Units (if any) shall lapse and the Earned Restricted Shares LTIP Units shall vest as to fifty [________]1 percent (50%) of the Earned Restricted SharesLTIP Units, rounded down to the nearest whole Earned Restricted ShareLTIP Unit, on the third (3rd) [________]1 anniversary of the Grant Effective Date and as to the remainder of the Earned Restricted Shares LTIP Units on the fourth (4th) day immediately preceding the [_________]1 anniversary of the Grant Effective Date. Notwithstanding the foregoing, except as provided in Section 4 below4(c) or Section 5 below or in Section 12(c) of the Plan, the an Earned Restricted Shares LTIP Unit shall not vest on any vesting date unless Grantee continues to be employed by the Company Company, the Partnership or any of its their Affiliates through the vesting date applicable to such LTIP Unit. No Earned LTIP Unit granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law until the [________]2 anniversary of the vesting date of such Earned LTIP Unit; provided, that this sentence shall not prevent conversion of an LTIP Unit to a Series PR OP Unit (as defined in the Partnership Agreement) and/or Class A REIT Share (as defined in the Partnership Agreement) if such conversion is otherwise permitted under this Agreement and the Partnership Agreement. 1 Number of years and vesting dates to be inserted, usually vesting 50% at end of the performance period and 50% one year thereafter. 2 Length of lock-up period to be inserted, usually 2 years from vesting date. (c) In the event of a Corporate Event, this Award shall be treated as set forth in Section 12 of the Plan; provided, however, that if Earned LTIP Units do not remain outstanding or are not replaced with awards of the Company’s successor in a Change in Control, they shall become fully vested upon the consummation of the Change in Control.

Lapse of Restrictions. The Participant accepts this Award and agrees that the restrictions relative to such Award shall lapse only following the conclusion of the Performance Period and only to the extent that one or more of the Performance Contingencies set forth in Appendix A have been met or exceeded. If performance on neither Performance Contingency has been achieved at or above Threshold, then all Performance Contingent Restricted Stock and the Restricted Dividends related thereto are forfeited. If performance on one or more of the Performance Contingencies has been achieved between the Threshold and Target or Target and High Performance levels of performance, the Administrator shall interpolate for performance between the applicable levels and shall determine the number of shares of Performance Contingent Restricted Stock as to which the restrictions shall lapse (and the amount of Restricted Dividends that shall be payable). Because the Company cannot issue fractional shares, the Administrator will round down to the nearest whole number of shares of Performance Contingent Restricted Stock in such interpolations. The Award (including Restricted Dividends) will be subject to forfeiture of up to 25% of the shares (and Restricted Dividends) earned based upon performance relative to the Performance Contingencies, as determined by the Administrator in its sole discretion, if the Company’s Total Shareholder Return, as defined in Appendix A, for the Performance Period is below the median relative to the defined comparator group identified by the Administrator. Vesting of any Performance Restricted Shares as well as the issuance, if any, of Potential Performance Restricted Shares under this Agreement shall occur on the latter of: (I) the third anniversary of the Award Date and (II) the business day immediately following the date of the certification by the Compensation Committee (“Certification Date”) of (a) Following the completion satisfaction of one or more of the Performance Contingencies and (b) the number of shares of Performance Contingent Restricted Stock to be vested or issued; provided, that no Performance Contingent Restricted Stock (or Restricted Dividends) shall vest or be issued if Participant is terminated with or without Cause or if the Participant voluntarily terminates employment with the Company and all of its subsidiaries prior to the Certification Date. Any Restricted Dividends that the Committee certifies are earned in respect of Performance Restricted Shares will be paid to the Participant in no event later than March 15 of the calendar year following the end of the Performance Period. Any Potential Performance Restricted Shares that the Committee certifies are earned will be issued and delivered to the Participant in no event later than March 15 of the calendar year following the end of the Performance Period. Any Performance Restricted Shares (and Restricted Dividends attributable thereto) or Potential Performance Restricted Shares as to which any or all of the respective Performance Contingencies has not been satisfied shall be forfeited. Notwithstanding the foregoing, (i) In the event of a Change in Control, the Performance Contingent Restricted Stock shall be deemed earned at Target prorated based on the number of months in the Performance Period to the date of the Change in Control and all restrictions as to such number of shares shall lapse (and Restricted Dividends attributable to the Performance Restricted Shares that become vested in accordance with this clause (i) shall be payable within 30 days following such Change in Control) if: (a) the Award has not otherwise been forfeited and (b) the successor or surviving corporation (or parent thereof) does not assume this Award or replace it with a comparable award, provided further that if the Award is assumed or replaced, such assumed or replaced Award shall provide that the restrictions shall lapse if Participant is involuntarily terminated without Cause within 24 months of the Change in Control (a “Change in Control Termination”); (ii) if a Participant leaves the employment of the Company and its subsidiaries due to death, Disability or retirement (including early retirement and disability retirement) prior to the end of the Performance Period, the Committee shall determine Participant will be eligible to earn a prorated Award (including Restricted Dividends), as the Company’s Absolute TSR Percentage Administrator in its sole discretion may determine, based on the number of full months as a Participant during the Performance Period and will certify be eligible to receive the level of achievement with respect to underlying shares (and Restricted Dividends) if the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, Contingencies are satisfied and the NAREIT Index Relative Performance Vesting Percentage and the portion of the Restricted Shares granted herein that have become Earned Restricted Shares. Following the Committee’s determination, Restricted Shares granted herein which have not become Earned Restricted Shares shall be immediately forfeited to the Company without payment of any consideration by the Company or any of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Sharesrestrictions lapse as outlined above. (b) The restrictions set forth herein with respect to the Earned Restricted Shares (if any) shall lapse and the Earned Restricted Shares shall vest as to fifty percent (50%) of the Earned Restricted Shares, rounded down to the nearest whole Earned Restricted Share, on the third (3rd) anniversary of the Grant Date and as to the remainder of the Earned Restricted Shares on the fourth (4th) anniversary of the Grant Date. Notwithstanding the foregoing, except as provided in Section 4 below, the Earned Restricted Shares shall not vest unless Grantee continues to be employed by the Company or any of its Affiliates through the applicable vesting date.

Lapse of Restrictions. (a) Following the completion of the Performance Period, the Committee shall determine the Company’s Absolute TSR Percentage outcomes on each of the Performance Metrics and will certify the level of achievement with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage each such metric and the portion of the Restricted Shares LTIP Units granted herein here that have become Earned Restricted SharesLTIP Units. Following the Committee’s determination, Restricted Shares LTIP Units granted herein which have not become Earned Restricted Shares LTIP Units shall be immediately forfeited to the Company Partnership without payment of any consideration by the Company Partnership or any of its Affiliates, and neither Grantee nor any of his or her successors, heirs, assigns, assigns or personal representatives will thereafter have any further rights or interests in such forfeited Restricted SharesLTIP Units. (b) The restrictions set forth herein and conditions in Section 3 of this Agreement with respect to the Earned Restricted Shares LTIP Units (if any) shall lapse and the Earned Restricted Shares LTIP Units shall vest as to fifty [________]1 percent (50%) of the Earned Restricted SharesLTIP Units, rounded down to the nearest whole Earned Restricted ShareLTIP Unit, on the third (3rd) [________]1 anniversary of the Grant Effective Date and as to the remainder of the Earned Restricted Shares LTIP Units on the fourth (4th) day immediately preceding the [_________]1 anniversary of the Grant Effective Date. Notwithstanding the foregoing, except as provided in Section 4 below4(c) or Section 5 below or in Section 12(c) of the Plan, the an Earned Restricted Shares LTIP Unit shall not vest on any vesting date unless Grantee continues to be employed by the Company Company, the Partnership or any of its their Affiliates through the vesting date applicable to such LTIP Unit. No Earned LTIP Unit granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law until the [________]2 anniversary of the vesting datedate of such Earned LTIP Unit; provided, that this sentence shall not prevent conversion of an LTIP Unit to a Series PR OP Unit (as defined in the Partnership Agreement) and/or Class A REIT Share (as defined in the 1 Number of years and vesting dates to be inserted, usually vesting 50% at end of the performance period and 50% one year thereafter.

Lapse of Restrictions. (ai) Following the completion of the Performance Period, the Committee The restrictions described in Section 2(d)(ii) shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement lapse with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion RSUs in four equal installments of 25 percent each on each of the Restricted Shares granted herein first, second, third and fourth anniversaries of the date of this Award Agreement, such that the restrictions set forth in Section 2(d)(ii) shall have become Earned Restricted Shares. Following lapsed with respect to 100 percent of the Committee’s determination, Restricted Shares granted herein which have not become Earned Restricted Shares shall be immediately forfeited to RSUs on the Company without payment fourth anniversary of any consideration by the Company or any date of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Sharesthis Award Agreement. (bii) The restrictions set forth herein described in Section 2(d)(ii) shall lapse with respect to the Earned Restricted Shares (if any) shall lapse and the Earned Restricted Shares shall vest as to fifty percent (50%) of the Earned Restricted Shares, rounded down to the nearest whole Earned Restricted Share, Performance Units on the third (3rd) anniversary of the Grant date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: ShareholderReturn Goal TotalShareholder Return Percentage of Performance Units for WhichConditions are Satisfied Threshold Total Shareholder Return Goal 25th percentile of Peer Group 25% Above Threshold Total Shareholder Return Goal 35th percentile of Peer Group 50% Above Target Total Shareholder Return Goal 75th percentile of Peer Group 150% Maximum Total Shareholder Return Goal 90th percentile of Peer Group 200% The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(e)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and as to the remainder of the Earned Restricted Shares Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the fourth (4th) anniversary of the Grant DateShareholder Return Goals have been met and to what extent. Notwithstanding the foregoingforegoing or any other provision of this Award Agreement to the contrary, except as provided in Section 4 below, the Earned Restricted Shares shall not vest unless Grantee continues to be employed by event that the Committee certifies that the Company or any has achieved a Total Shareholder Return which is above the 75th percentile of its Affiliates through the applicable vesting datePeer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company.

Lapse of Restrictions. (ai) Following the completion of the Performance Period, the Committee The restrictions described in Section 2(e)(ii) shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement lapse with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion RSUs in four equal installments of 25 percent each on each of the Restricted Shares granted herein first, second, third and fourth anniversaries of the date of this Award Agreement, such that the restrictions set forth in Section 2(e)(ii) shall have become Earned Restricted Shares. Following lapsed with respect to 100 percent of the Committee’s determination, Restricted Shares granted herein which have not become Earned Restricted Shares shall be immediately forfeited to RSUs on the Company without payment fourth anniversary of any consideration by the Company or any date of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Sharesthis Award Agreement. (bii) The restrictions set forth herein described in Section 2(e)(ii) shall lapse with respect to the Earned Restricted Shares (if any) shall lapse and the Earned Restricted Shares shall vest as to fifty percent (50%) of the Earned Restricted Shares, rounded down to the nearest whole Earned Restricted Share, Performance Units on the third (3rd) ___ anniversary of the Grant date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: 2 Shareholder Return Goal Total Shareholder Return Percentage of Return-BasedRSUs for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and as to the remainder of the Earned Restricted Shares Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the fourth (4th) anniversary of the Grant Date. Notwithstanding the foregoing, except as provided in Section 4 below, the Earned Restricted Shares shall not vest unless Grantee continues Shareholder Return Goals have been met and to be employed by the Company or any of its Affiliates through the applicable vesting datewhat extent.

Lapse of Restrictions. (a) Following Subject to Sections 4(b), (c) and (d), the completion interest of the Performance Period, the Committee shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion of Employee in the Restricted Shares granted herein that have become Earned Restricted Shares. Following the Committee’s determination, shall vest as to 25% of such Restricted Shares granted herein which have not become Earned Restricted Shares on each of the first four anniversaries: ; provided, however, that no fractional shares shall vest, but shall be immediately forfeited carried over to the Company without payment of next subsequent vesting date until all such fractional shares are equal to at least one whole share, at which time such whole share shall vest and any consideration by remaining fractional share shall be carried over and vest in accordance with the terms hereof. (b) If the Employee’s employment with the Company or any of its AffiliatesAffiliates or Subsidiaries is terminated for any reason other than Retirement (as defined in Section 4(c)), the Restricted Shares subject to the provisions of this Agreement which have not vested at the time of the Employee’s termination of employment shall be forfeited by the Employee and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Sharesownership shall be transferred back to the Company. (bc) The restrictions set forth herein If the Employee’s employment with respect the Company or any of its Affiliates or Subsidiaries is terminated as a result of Retirement, some or all of the Restricted Shares subject to the Earned provisions of this Agreement which have not vested at the time of the Employee’s Retirement shall continue to vest as follows (and any unvested Restricted Shares (if anywhich do not continue to vest pursuant to this Section 4(c) shall lapse and be forfeited): (i) If the Earned Restricted Shares shall vest as to fifty percent (50%) of the Earned Restricted Shares, rounded down to the nearest whole Earned Restricted Share, on the third (3rd) anniversary of the Grant Date and as to the remainder of the Earned Restricted Shares on the fourth (4th) anniversary of the Grant Date. Notwithstanding the foregoing, except as provided in Section 4 below, the Earned Restricted Shares shall not vest unless Grantee continues to be Employee has been employed by the Company or any of its Affiliates through or Subsidiaries for less than 5 years, no further vesting shall occur; (ii) If the applicable Employee has been employed by the Company or any of its Affiliates or Subsidiaries for more than 5 years, but less than 10 years, 25% of the unvested shares will not be forfeited and shall continue to vest in equal increments in accordance with the dates, and subject to the provision regarding non-vesting dateof fractional shares, set forth in Section 4(a); (iii) If the Employee has been employed by the Company or any of its Affiliates or Subsidiaries for more than 10 years, but less than 15 years, 50% of the unvested shares will not be forfeited and shall continue to vest in equal increments in accordance with the dates, and subject to the provision regarding non-vesting of fractional shares, set forth in Section 4(a); (iv) If the Employee has been employed by the Company or any of its Affiliates or Subsidiaries for more than 15 years, but less than 20 years, 75% of the unvested shares will not be forfeited and shall continue to vest in equal increments in accordance with the dates, and subject to the provision regarding non-vesting of fractional shares, set forth in Section 4(a); and (v) If the Employee has been employed by the Company or any of its Affiliates or Subsidiaries for more than 20 years, 100% of the unvested shares will not be forfeited and shall continue to vest in equal increments in accordance with the dates, and subject to the provision regarding non-vesting of fractional shares, set forth in Section 4(a). For purposes of this Agreement, Retirement shall mean retirement from employment with the Company or any of its Affiliates or Subsidiaries on or after age 65. (d) Notwithstanding Section 4(a) hereof, in the event of a Change in Control, the restrictions on transfer imposed by Section 3 on the Restricted Shares shall lapse.

Lapse of Restrictions. The Participant accepts this Award and agrees that the restrictions relative to such Award shall lapse only to the extent that one or more of the Performance Contingencies set forth in Appendix A have been met or surpassed on or before September 1, 2016. If performance on neither Performance Contingency has been achieved, then all Units are forfeited. Vesting of any Units under this Agreement shall occur on the latter of (a) Following September 1, 2013 and (b) the completion business day immediately following the date on which one or more of the Performance Period, the Committee shall determine the Company’s Absolute TSR Percentage Contingencies set forth in Appendix A have been met or surpassed. Any Units that vest will be issued in Shares and will certify the level of achievement with respect delivered to the Absolute TSR Vesting PercentageParticipant in no event later than March 15, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion of the Restricted Shares granted herein that have become Earned Restricted Sharescalendar year following the calendar year in which any Units vest. Following Units as to which any or all of the Committee’s determination, Restricted Shares granted herein which respective Performance Contingencies have not become Earned Restricted Shares been satisfied on or before the close of business on September 1, 2016 shall be immediately forfeited to the Company without payment of any consideration by the Company or any of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Shares. (b) The restrictions set forth herein with respect to the Earned Restricted Shares (if any) shall lapse and the Earned Restricted Shares shall vest as to fifty percent (50%) of the Earned Restricted Shares, rounded down to the nearest whole Earned Restricted Share, on the third (3rd) anniversary of the Grant Date and as to the remainder of the Earned Restricted Shares on the fourth (4th) anniversary of the Grant Dateforfeited. Notwithstanding the foregoing, (i) In the event of a Change in Control (as defined in the Participant’s Severance Benefit Agreement with the Company dated as of September 1, except 2011, referred to hereafter as provided in Section 4 belowthe “Severance Agreement”), the Earned Restricted Shares Units shall be deemed earned in full and all restrictions as to such Units shall lapse if the Award has not vest unless Grantee continues to be employed otherwise been forfeited; (ii) If Participant is terminated by the Company without Cause (as defined by the Plan) or voluntarily resigns for Good Reason (as defined by the Severance Agreement) on or after March 1, 2012, the Units shall be deemed earned in full and all restrictions as to such Units shall lapse if the Award has not otherwise been forfeited; (iii) If a Participant leaves the employment of the Company and its subsidiaries due to death, Disability or retirement (including early retirement and disability retirement) after completing two years of employment with the Company but prior to September 1, 2016, the Participant shall remain eligible to vest in any remaining unvested Units and receive the underlying Shares if the Performance Contingencies are satisfied and the restrictions lapse as outlined in the second paragraph of its Affiliates through the applicable vesting datethis Section 5.

Lapse of Restrictions. (ai) Following the completion of the Performance Period, the Committee The restrictions described in Section 2(e)(ii) shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement lapse with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion RSUs in four equal installments of 25 percent each on each of the Restricted Shares granted herein first, second, third and fourth anniversaries of the date of this Award Agreement, such that the restrictions set forth in Section 2(e)(ii) shall have become Earned Restricted Shares. Following lapsed with respect to 100 percent of the Committee’s determination, Restricted Shares granted herein which have not become Earned Restricted Shares shall be immediately forfeited to RSUs on the Company without payment fourth anniversary of any consideration by the Company or any date of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Sharesthis Award Agreement. (bii) The restrictions set forth herein described in Section 2(e)(ii) shall lapse with respect to the Earned Restricted Shares (if any) shall lapse and the Earned Restricted Shares shall vest as to fifty percent (50%) of the Earned Restricted Shares, rounded down to the nearest whole Earned Restricted Share, Performance Units on the third (3rd) anniversary of the Grant date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and as to the remainder of the Earned Restricted Shares Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the fourth (4th) anniversary of the Grant DateShareholder Return Goals have been met and to what extent. Notwithstanding the foregoingforegoing or any other provision of this Award Agreement to the contrary, except as provided in Section 4 below, the Earned Restricted Shares shall not vest unless Grantee continues to be employed by event that the Committee certifies that the Company or any has achieved a Total Shareholder Return which is above the percentile of its Affiliates through the applicable vesting datePeer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company.

Lapse of Restrictions. (a) Following the completion of the Performance Period, the Committee shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement with respect to the Absolute TSR MSCI Index Percentile Rank Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, the SNL Index Percentile Rank Vesting Percentage, and the NAREIT SNL Index Relative Performance Vesting Percentage and the portion of the Restricted Shares LTIP Units granted herein here that have become Earned Restricted SharesLTIP Units. Following the Committee’s determination, Restricted Shares LTIP Units granted herein which have not become Earned Restricted Shares LTIP Units shall be immediately forfeited to the Company Partnership without payment of any consideration by the Company Partnership or any of its Affiliates, and neither Grantee nor any of his or her successors, heirs, assigns, assigns or personal representatives will thereafter have any further rights or interests in such forfeited Restricted SharesLTIP Units. (b) The restrictions set forth herein and conditions in Section 3 of this Agreement with respect to the Earned Restricted Shares LTIP Units (if any) shall lapse and the Earned Restricted Shares LTIP Units shall vest as to fifty percent (50%) of the Earned Restricted SharesLTIP Units, rounded down to the nearest whole Earned Restricted ShareLTIP Unit, on the third (3rd) anniversary of the Grant Effective Date and as to the remainder of the Earned Restricted Shares LTIP Units on the day immediately preceding the fourth (4th) anniversary of the Grant Effective Date. Notwithstanding the foregoing, except as provided in Section 4 below4(c) or Section 5 below or in Section 12(c) of the Plan, the an Earned Restricted Shares LTIP Unit shall not vest on any vesting date unless Grantee continues to be employed by the Company Company, the Partnership or any of its their Affiliates through the vesting date applicable to such LTIP Unit. [No Earned LTIP Unit granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law until the second anniversary of the vesting datedate of such Earned LTIP Unit; provided, that this sentence shall not prevent conversion of an LTIP Unit to a Series PR OP Unit (as defined in the Partnership Agreement) and/or Class A REIT Share (as defined in the Partnership Agreement) if such conversion is otherwise permitted under this Agreement and the Partnership Agreement.] (c) In the event of a Corporate Event, this Award shall be treated as set forth in Section 12 of the Plan; provided, however, that if Earned LTIP Units do not remain outstanding or are not replaced with awards of the Company’s successor in a Change in Control, they shall become fully vested upon the consummation of the Change in Control.