Common use of Restrictions and Conditions Clause in Contracts

Restrictions and Conditions. The Restricted Shares awarded to the Grantee hereby shall be subject to the following restrictions and conditions: (i) During the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued in accordance with Section 3 below, during the Restriction Period, the Grantee shall have, in respect of the Restricted Shares, all of the rights of a holder of common shares of beneficial interest of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) Grantee shall not make an election under Section 83(b) of the Code with respect to this award; in the event that Grantee does make such election, the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initio.

Restrictions and Conditions. The (a) Any stock certificate for the Shares of Restricted Shares awarded Stock granted hereby shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the Grantee hereby shall be effect that such Shares are subject to restrictions as set forth herein. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the following restrictions Grantee prior to vesting, except as set forth in Sections 3(c), (d) and conditions:(e) below. (c) The Grantee may at any time from and after the Grant Date transfer (each, a “Transfer”) all or a portion of such Shares of Restricted Stock (the “Transferred Restricted Shares”) to any holder of shares of Class B Common Stock of the Company in exchange for an identical number of shares of Class B Common Stock of the Company (the “Transferred Class B Shares”). From and after the date of any Transfer, (i) During all restrictions and conditions on the period of restriction with respect Transferred Restricted Shares set forth herein and in the Plan shall immediately and automatically lapse such that the Transferred Restricted Shares shall no longer be Restricted Stock and (ii) such restrictions shall immediately and automatically attach to the Restricted Transferred Class B Shares granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as such restrictions attached to the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Transferred Restricted Shares shall only lapse as immediately prior to whole Sharestheir Transfer. (iid) Once issued in accordance with Section 3 below, during the Restriction PeriodIn addition, the Grantee shall havemay at any time from and after a Transfer, in respect transfer all or any portion of the Restricted Shares, all Transferred Class B Shares to any party in exchange for an identical number of the rights of a holder of common shares of beneficial interest Common Stock (“Common Shares”) of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereaftereach, a “Subsequent Transfer”); provided. From and after the date of any Subsequent Transfer, however, (i) all restrictions and conditions that cash dividends on such Restricted attached to the Transferred Class B Shares shall immediately and automatically lapse such that the Transferred Class B Shares shall no longer be held by the Company Restricted Stock and (unsegregated as a part of its general assetsii) until the period of forfeiture lapses (such restrictions shall immediately and forfeited if the underlying Restricted Shares are forfeited), and paid over automatically attach to the Grantee (without interest) Common Shares to the same extent as soon as practicable after such period lapses (if not forfeited)restrictions attached to the Transferred Class B Shares immediately prior to their Subsequent Transfer. (iiie) Except as otherwise provided in any applicable employment agreement between There shall be no limitations or restrictions on (i) the Grantee and aggregate number of Transfers or Subsequent Transfers or (ii) the Company number of times that the same shares may be Transferred or any of its affiliatesSubsequently Transferred, notwithstanding anything pursuant to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the PlanSections 3(c) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Granteed) above. (iv) Grantee shall not make an election under Section 83(b) of the Code with respect to this award; in the event that Grantee does make such election, the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initio.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clauses (iii) and (iv) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock awarded under the Restricted Shares Plan (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter)Shares; provided, however, that cash dividends on such Restricted Shares shall shall, unless otherwise provided by the Committee in this Agreement, be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture Restriction Period lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period the Restriction Period lapses (if not forfeited). Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee promptly after, and only after, such Shares have vested (i.e., the Restriction Period shall lapse with respect thereto) without forfeiture in respect of such Shares. (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything Subject to the contrary herein or in the Plan clause (including, but not limited to, Section 6.3(iviv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirementsbelow, upon a Change in Control (as defined in the Plan)Grantee’s Termination of Service for Cause or by the Grantee’s termination for any reason other than his or her death, the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amendRetirement or Disability, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) Grantee shall not make an election under Section 83(b) of the Code with respect to this award; in In the event that Grantee does make such electionthe Grantee’s has a Termination of Service on account of death, Disability or Retirement or on account of Termination of Service by the Company for any reason other than for Cause, during the Restriction Period, then restrictions under the Plan will immediately lapse on all Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initioStock.

Restrictions and Conditions. The Restricted Shares awarded pursuant to the Grantee hereby this Agreement shall be subject to the following restrictions and conditions: (a) The number of Restricted Shares earned by the Grantee shall be determined: (i) During with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares granted earned hereunder (the “"Restriction Period”") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (iie) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (d), during the Restriction Periodbelow in this clause (e) or below in clause (i), the Grantee shall have, in respect of the Restricted SharesShares (whether or not vested), all of the rights of a holder of common shares of beneficial interest of the CompanyShareholder, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company any cash dividends. Shares (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Restricted Shares. (iiif) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything Subject to the contrary herein or in the Plan clause (including, but not limited to, Section 6.3(iv) of the Plang) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirementsclause (h) below, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing Grantee's Termination of Service for any reason during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (ivg) Grantee Termination of Service as an employee shall not make be treated as a Termination of Service for purposes of this Section 2 if the Grantee continues without interruption to serve thereafter as an election under Section 83(b) employee, officer or director of the Code Company or in such other capacity as determined by the Committee, and the termination of such successor service shall be treated as the applicable termination. (h) Notwithstanding clause (f) above, in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to this award; Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the event performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that Grantee does make shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance of the Company during such electionperformance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall be forfeited immediately vest on the date of the Change in Control and this award shall be deemed null and void ab initioentitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transaction.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (ia) During Subject to clauses (c), (d), (e), (f) and (g) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”), the Grantee ) shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced begin on the Effective Date date hereof and shall lapse on so long lapse, if and as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoingservice continues, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted one-third of the Shares shall only lapse as to whole Sharesgranted hereunder, on each of the first three anniversaries of the date hereof. (iib) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (a), during below in this clause (b) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends. Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends as on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited if and when such dividends are declared paid to holders of Company common stock generally. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and paid only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock. (c) Subject to clauses (d) and (e) below, if the Grantee has a Termination of Service by the Company (and its Subsidiaries for Cause or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company Grantee for any reason other than his or her death, Disability or for Good Reason (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (each term as defined in the PlanGrantee’s employment agreement), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (ivd) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder. (e) In the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder. (f) Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the applicable period of forfeiture shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement. (g) Termination of Service as an employee shall not make be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an election under Section 83(b) officer or director of the Code with respect to this award; Company or in such other capacity as determined by the event that Grantee does make such electionCommittee (or if no Committee is appointed, the Restricted Shares Board), and the termination of such successor service shall be forfeited immediately and this award shall be deemed null and void ab initiotreated as the applicable termination.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clause (iv) below, the period of restriction with respect to the shares of Restricted Shares Stock granted hereunder (the “Restriction Period”)) shall begin on the Grant Effective Date and lapse on the following schedule, provided that termination of the Grantee’s [employment/service as director] has not occurred prior to the applicable date restrictions lapse: DateRestrictions Lapse Number ofShares Becoming Vested CumulativePercentage Vested Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares shares (or have such Restricted Shares shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 below, during the Restriction Periodforegoing clause (i) or in the Plan, the Grantee shall have, in respect of the shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the shares of Restricted Shares Stock and the right to receive dividends if, as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited)paid. (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything Subject to the contrary herein or in the Plan clause (including, but not limited to, Section 6.3(iviv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirementsbelow, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing termination of the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except [employment/service as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reasona director], then all shares of Restricted Shares Stock still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) Grantee shall not make an election under Section 83(bNotwithstanding any other term or provision of this Agreement, upon (A) termination of the Code Grantee’s [employment/service as director] as a result of the Grantee’s death or disability, (B) a Sale Event (regardless of whether or not a termination of the Grantee’s [employment/service as director] has occurred) or (C) the Grantee’s Retirement (as defined below), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee that have not previously been forfeited. “Retirement” means the occurrence of a voluntary employment termination date after (A) either one of the following conditions are met: (1) the Grantee has attained at least age 55 and has completed at least fifteen (15) years of service with respect the Company or (2) the Grantee has attained at least age 60 and the sum of his or her age and years of service with the Company equals or exceeds seventy-two (72) and (B) the Grantee has given six months’ notice of the Grantee’s intent to this award; in the event that Grantee does make such election, the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initioretire.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clauses (iii) and (iv) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”)) shall begin on the Effective Date and lapse on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock awarded under the Restricted Shares Plan (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter)Shares; provided, however, that cash dividends on such Restricted Shares shall shall, unless otherwise provided by the Committee in this Agreement, be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture Restriction Period lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period the Restriction Period lapses (if not forfeited). Certificates for Shares (not subject to restrictions) shall be delivered (or otherwise be deliverable) to the Grantee promptly after, and only after, such Shares have vested (i.e., at such time as the Restriction Period shall lapse with respect thereto) without forfeiture in respect of such Shares. (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything Subject to the contrary herein or in the Plan clause (including, but not limited to, Section 6.3(iviv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirementsbelow, upon a Change in Control (as defined in the Plan)Grantee’s Termination of Service for Cause or by the Grantee’s termination for any reason other than his or her death, the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amendRetirement or Disability, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) Grantee shall not make an election under Section 83(b) of the Code with respect to this award; in In the event that the Grantee does make such electionhas a Termination of Service on account of death, Disability or Retirement or on account of Termination of Service by the Company for any reason other than for Cause, during the Restriction Period, then restrictions under the Plan will immediately lapse on all Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initioStock.

Restrictions and Conditions. (a) The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clauses (a)(iv) and (a)(v) below, the period of restriction with respect to the shares of Restricted Shares Stock granted hereunder (the “Restriction Period”)) shall begin on the Grant Date and lapse in accordance with Exhibit A. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the shares shall be subject to forfeiture as described herein and the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 below, during the Restriction Periodforegoing clause (a)(i) or in the Plan, the Grantee shall have, in respect of the Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if unless the underlying Restricted Shares are forfeited), and paid over . Certificates (or other applicable evidence of ownership) for Shares shall be delivered to the Grantee (or his designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliatesIf, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company has a Termination of Service on account of death or any of its affiliatesDisability, if the Grantee’s service with the Company is terminated by the Company and its affiliates for Cause or by the Grantee for any reason, then all shares of Restricted Shares still subject to restriction Stock shall thereupon, and with no further action, be forfeited by the Grantee, and neither the Grantee nor his successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Restricted Stock. (iv) In the event the Grantee has a Termination of Service by the Company and its affiliates for any reason other than Cause, (A) on or prior to December 31, 2011, the Restriction Period shall immediately lapse as to 83,830 shares of Restricted Stock, and the Restriction Period may lapse as to up to an additional 27,943 shares of Restricted Stock as determined by the Board based upon the Board’s evaluation of the Executive’s progress towards the achievement of performance goals/measures (as set forth on Exhibit A) as of his date of termination; (B) between January 1, 2012 and December 31, 2012, the Restriction Period shall immediately lapse as to 111,774 shares of Restricted Stock, and the Restriction Period may lapse as to up to an additional 111,774 shares of Restricted Stock as determined by the Board based upon the Board’s evaluation of the Executive’s progress towards the achievement of performance goals/measures (as set forth on Exhibit A) as of his date of termination; and (C) between January 1, 2013 and December 31, 2013, the Restriction Period shall immediately lapse as to 111,774 shares of Restricted Stock, and the Restriction Period may lapse as to up to an additional 335,320 shares of Restricted Stock as determined by the Board based upon the Board’s evaluation of the Executive’s progress towards the achievement of performance goals/measures (as set forth on Exhibit A) as of his date of termination. For the avoidance of doubt, any Shares not vested in accordance with the foregoing shall thereupon, and with no further action, be forfeited by the Grantee, and neither the Grantee nor his successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Restricted Stock. (v) In the event of a Change in Control of the Company (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder. (vi) Cessation of service as an employee shall not make be treated as a Termination of Service for purposes of this paragraph 2 if the Grantee continues without interruption to serve thereafter as an election under Section 83(b) officer or director of the Code with Company or in such other capacity as determined by the Board, and the termination of such successor service shall be treated as the applicable termination. (b) The Grantee may be issued a stock certificate or other evidence of ownership in respect of the Shares of Restricted Stock awarded hereunder. Any such certificate shall be registered in the name of the Grantee, and may include any legend which the Committee deems appropriate to reflect any restrictions on transfer provided hereunder or under the Plan, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to this award; Agreement, substantially in the event following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE XXXXXXX XXXXXXX INC. 2010 LONG TERM INCENTIVE COMPENSATION PLAN, AS IT MAY BE AMENDED FROM TIME TO TIME, AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND XXXXXXX XXXXXXX INC. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF XXXXXXX XXXXXXX INC., AT 0000 XXXXXXX XXXXX DRIVE, SUITE 300, CHARLOTTE, NORTH CAROLINA 28209-4670. The Committee shall require that Grantee does make any such electionstock certificate or other evidence of ownership issued be held in custody by the Company until the restrictions hereunder shall have lapsed. If and when such restrictions so lapse, the Restricted Shares such stock certificate shall be forfeited immediately and this award shall be deemed null and void ab initiodelivered by the Company to the Grantee or his or her designee.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clauses (iii)[,][and](iv) [,] [and] [(v)] [and (vi)] below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse[, if and as [employment] [service] continues] on the following schedule: , 20___ [___] , 20___ [___] , 20___ [___] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Shares Stock awarded under the Plan (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid dividends. Unless otherwise provided by the Company (or as soon as practicable thereafter); providedCommittee in this Agreement, however, that the Grantee shall be entitled to receive any cash dividends on such any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Shares (not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Shares of Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between Subject to clause[s] (iv) [and] [(v)] [and (vi)] below, upon the Grantee and Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any of its affiliatesreason other than his or her death, notwithstanding anything to the contrary herein Retirement or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of Disability during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) In the event the Grantee has a Termination of Service on account of death, Retirement or Disability or on account of Termination of Service by the Company for any reason other than for Cause during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee. (v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within [12] months following a Change in Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.] [(v)] [(vi)] Termination of Service as an employee shall not make be treated as a termination of employment for purposes of this paragraph 2 if the Grantee continues without interruption to serve thereafter as an election under Section 83(b) officer or director of the Code with respect to this award; Company or in such other capacity as determined by the event that Grantee does make such electionCommittee (or if no Committee is appointed, the Restricted Shares Board), and the termination of such successor service shall be forfeited immediately and this award shall be deemed null and void ab initiotreated as the applicable termination.

Restrictions and Conditions. The (a) Any book entries for the shares of Restricted Shares awarded Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the Grantee hereby shall be effect that such shares are subject to restrictions as set forth herein and in the following restrictions and conditions: (i) During the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole SharesPlan. (iib) Once issued in accordance with Section 3 belowShares of Restricted Stock granted herein may not be sold, during the Restriction Periodassigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee shall have, in respect of the Restricted Shares, all of the rights of a holder of common shares of beneficial interest of the Company, including the right prior to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited)vesting. (iiic) Except as otherwise provided in any applicable employment agreement the Employment Agreement dated as of June ___, 2010, by and between the Grantee Company and the Company or any of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated by for any reason prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company or Company. The Administrator’s determination of the reason for termination of the Grantee’s employment shall be conclusive and binding on the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Granteehis or her representatives or legatees. (ivd) Notwithstanding anything in this Agreement to the contrary, the Grantee shall forfeit the shares of Restricted Stock granted hereunder and any right and interest in this Award if and to the extent that the Grantee does not make an election under Section 83(b) purchase a number of shares of Stock at least equal to the number of shares of Restricted Stock set forth above prior to the second anniversary of the Code with respect to this award; Grant Date (the “Purchased Shares”) and hold such Purchased Shares through the Vesting Dates specified in the event that Grantee does make such electionParagraph 3, the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initiobelow.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to the provisions of the Plan and this Agreement, during the period of restriction with respect to the Restricted Shares granted hereunder (the “"Restriction Period”"), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause clauses (iii) and (iv) below, the Restriction Period shall be deemed to have commenced begin on the Effective Date date hereof and shall lapse on so long as Grantee is then employed by the Company or any following schedule: Date Restriction Lapses Number of the Company’s subsidiaries. Shares ----------------------- ---------------- March 23, 2006 March 23, 2007 March 23, 2008 Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest shareholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter)dividends; provided, however, that any cash dividends on such Restricted Shares shall shall, unless otherwise provided by the Committee, be held by the Company (unsegregated as a part of its general assets) until during the period of forfeiture lapses Restriction Period (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between Subject to clause (iv) below, if the Grantee and the Company or any has a Termination of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of Service during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) In the event the Grantee shall not make an election under Section 83(b) has a Termination of the Code with respect to this award; Service on account of death or Disability, or in the event that of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee does make such election, the Restricted Shares shall be and not forfeited immediately and this award shall be deemed null and void ab initiopreviously.

Restrictions and Conditions. The Restricted Shares RSUs awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions terms and conditions:conditions set forth in this Paragraph 2. (ia) During Subject to clauses (b), (c) [and][,] [(d) and (e)][(d), (e) and (f)] below, the period of restriction with respect to the Restricted Shares RSUs granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to [one-fourth] of the RSUs granted hereunder, on each of the first [four] anniversaries of the date hereof. (b) [Subject to clause[s] (c) [and (d)] below, if the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to has a trust established for the sole benefit Termination of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed Service by the Company and its Subsidiaries for Cause or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued in accordance with Section 3 belowGrantee for any reason other than his or her death or Disability, during the Restriction Period, the Grantee shall have, in respect of the Restricted Shares, all of the rights of a holder of common shares of beneficial interest of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction RSUs (whether or not such RSUs are otherwise vested) shall thereupon, and with no further action, be forfeited by the Grantee.] (ivc) [In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause[, or in the event of a Change in Control (regardless of whether a termination follows thereafter)], during the Restriction Period, then [all RSUs granted to the Grantee hereunder shall not make an election under Section 83(b) of the Code immediately vest and shall be settled as provided hereunder][the Restriction Period will immediately lapse with respect to this award; in one-fourth of the RSU award for the year of termination, and any remaining RSUs still subject to restriction shall thereupon, and with not further action, be forfeited by the Grantee.] (d) [In the event that of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all RSUs granted to the Grantee does make hereunder.] (e) [For use where the Grantee has an Employment Agreement: Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the applicable period of forfeiture shall also end if and as may be otherwise required by such electionemployment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.] (f) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Restricted Shares Board), and the termination of such successor service shall be forfeited immediately and this award shall be deemed null and void ab initiotreated as the applicable termination.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Award Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clause (iii) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, solely to the extent the Grantee has not had a Termination of Service, in equal installments on each of the first three anniversaries of the date hereof. For purposes of the Plan and this Award Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares (with all outstanding fractional Shares vesting upon the final vesting date). Subject to the provisions of the Plan and this Award Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares of Restricted Shares Stock awarded under the Plan (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock (whether or not vested), all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company any cash dividends. Shares (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Shares of Restricted Stock. (iii) Except as otherwise provided in Upon the Grantee’s Termination of Service by for any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of reason during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise then (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then A) all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the GranteeGrantee and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock. (iv) Grantee Cessation of service as a Director shall not make an election under Section 83(b) be treated as a cessation of service for purposes of this paragraph 2 if the Code with respect Grantee continues without interruption to this award; serve thereafter in such other capacity as determined by the event that Grantee does make Committee, and the termination of such election, the Restricted Shares successor service shall be forfeited immediately and this award shall be deemed null and void ab initiotreated as the applicable termination.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clauses (iii) and (iv) below, the period of restriction with respect to the Restricted Shares Stock granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to [one-third] of the Restricted Stock granted hereunder, on each of the first [three] anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares of Restricted Stock with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares of Restricted Stock shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Restricted Shares Stock awarded under the Plan (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Shares of Restricted Shares Stock and the right to receive dividends as and when such dividends are declared and paid dividends. [Unless otherwise provided by the Company (or as soon as practicable thereafter); providedCommittee, however, that the Grantee shall be entitled to receive any cash dividends on such any Shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Shares (not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Restricted Stock.] (iii) Except as otherwise provided in any applicable employment agreement between Subject to clause (iv) below, upon the Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee and the Company for any reason other than [for Good Reason or any of its affiliatesfor] his or her death or Disability, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise then (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then A) all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Shares of Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Shares of Restricted Stock. (iv) In the event the Grantee shall not make an election under Section 83(bhas a Termination of Service [for Good Reason (as defined in the employment agreement between the Grantee and the company) or] on account of death or Disability or the Code with respect to this award; Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, or in the event that of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Shares of Restricted Stock granted to the Grantee does make such election, the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initiohereunder.]

Restrictions and Conditions. The (a) Any stock certificate for the Shares of Restricted Shares awarded Stock granted hereby shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the Grantee hereby shall be effect that such Shares are subject to restrictions as set forth herein. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the following restrictions Grantee prior to vesting, except as set forth in Sections 2(c), (d) and conditions:(e) below. (c) The Grantee may at any time from and after the Grant Date transfer (each, a “Transfer”) all or a portion of such Shares of Restricted Stock (the “Transferred Restricted Shares”) to any holder of shares of Class B Common Stock of the Company in exchange for an identical number of shares of Class B Common Stock of the Company (the “Transferred Class B Shares”). From and after the date of any Transfer, (i) During all restrictions and conditions on the period of restriction with respect Transferred Restricted Shares set forth herein and in the Plan shall immediately and automatically lapse such that the Transferred Restricted Shares shall no longer be Restricted Stock and (ii) such restrictions shall immediately and automatically attach to the Restricted Transferred Class B Shares granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as such restrictions attached to the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Transferred Restricted Shares shall only lapse as immediately prior to whole Sharestheir Transfer. (iid) Once issued in accordance with Section 3 below, during the Restriction PeriodIn addition, the Grantee shall havemay at any time from and after a Transfer, in respect transfer all or any portion of the Restricted Shares, all Transferred Class B Shares to any party in exchange for an identical number of the rights of a holder of common shares of beneficial interest Common Stock (“Common Shares”) of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereaftereach, a “Subsequent Transfer”); provided. From and after the date of any Subsequent Transfer, however, (i) all restrictions and conditions that cash dividends on such Restricted attached to the Transferred Class B Shares shall immediately and automatically lapse such that the Transferred Class B Shares shall no longer be held by the Company Restricted Stock and (unsegregated as a part of its general assetsii) until the period of forfeiture lapses (such restrictions shall immediately and forfeited if the underlying Restricted Shares are forfeited), and paid over automatically attach to the Grantee (without interest) Common Shares to the same extent as soon as practicable after such period lapses (if not forfeited)restrictions attached to the Transferred Class B Shares immediately prior to their Subsequent Transfer. (iiie) Except as otherwise provided in any applicable employment agreement between There shall be no limitations or restrictions on (i) the Grantee and aggregate number of Transfers or Subsequent Transfers or (ii) the Company number of times that the same shares may be Transferred or any of its affiliatesSubsequently Transferred, notwithstanding anything pursuant to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the PlanSections 2(c) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Granteed) above. (iv) Grantee shall not make an election under Section 83(b) of the Code with respect to this award; in the event that Grantee does make such election, the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initio.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clauses (iii)[,][and](iv) [,] [and] [(v)] [and (vi)] below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Shares Stock awarded under the Plan (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company any cash dividends. Shares (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Shares of Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between Subject to clause[s] (iv) [,] [and] [(v)] [and (vi)] below, upon the Grantee and Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any of its affiliatesreason other than his or her death[, notwithstanding anything to the contrary herein Retirement] or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of Disability during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) In the event the Grantee has a Termination of Service on account of death[, Retirement] or Disability or on account of Termination of Service by the Company for any reason other than for Cause during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee. (v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within [12 months] following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.] [(v)] [(vi)] Termination of Service as an employee shall not make be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an election under Section 83(b) officer or director of the Code with respect to this award; Company or in such other capacity as determined by the event that Grantee does make such electionCommittee (or if no Committee is appointed, the Restricted Shares Board), and the termination of such successor service shall be forfeited immediately and this award shall be deemed null and void ab initiotreated as the applicable termination.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to the provisions of the Plan and this Agreement, during a period commencing with the date of such award and ending on the date the period of restriction forfeiture with respect to the Restricted such Shares granted hereunder (the “Restriction Period”)lapses, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock awarded under the Restricted Shares Plan (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause clauses (ii), (iii), (iv) and (v) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any period of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period forfeiture with respect to Shares granted hereunder shall lapse for 50% of such Restricted Shares shall only lapse as to whole Shareson the day of December, 1999 and 50% of such Shares on the day of December 2000. (ii) Once issued Except as provided in accordance with Section 3 below, during the Restriction Periodforegoing clause (i), the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares Shares, and the right to receive dividends as and when such dividends are declared and paid by the Company any cash dividends. Certificates for shares of stock (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares not subject to restrictions) shall be held by delivered to the Company (unsegregated as a part of its general assets) until Grantee promptly after, and only after, the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Shares. (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything Subject to the contrary herein or in the Plan clauses (including, but not limited to, Section 6.3(iv) of the Planiv) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliatesv) below, if the Grantee’s service 's employment with the Company is terminated by and its Affiliates terminates during the Company or the Grantee for any reasonapplicable period of forfeiture, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the GranteeGrantee and reacquired by the Company. (iv) Grantee shall not make an election under Section 83(bIn the event the Grantee's employment terminates on account of death, "disability" (as defined below) of the Code with respect to this award; or "retirement" (as defined below), or in the event that of a Change in Control, during the applicable period of forfeiture, restrictions will immediately lapse on all Restricted Stock granted to the applicable Grantee does make such electionand the Shares granted hereunder shall thereupon become Released Securities. For purposes of this Section 2(iv), (i) "disability" means the Restricted Shares shall occurrence of an event which would entitle an employee of the Company to the payment of disability income under one of the Company's approved long-term disability income plans or a long-term disability as determined by the Committee in its absolute discretion pursuant to any other standard as may be forfeited immediately adopted by the Committee, and this award shall be deemed null and void ab initio."retirement" means termination of employment (other than for

Restrictions and Conditions. The Restricted Shares awarded to (a) Commencing on the Grantee hereby shall be subject to the following restrictions Effective Date, Executive agrees that Executive has no right to, and conditions: (i) During the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”)covenants not to, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipateassign or otherwise transfer (collectively, alienate"Transfer"), encumber in whole or assign in part, all or any part of the Restricted Shares Stock and that Executive's right to the Restricted Stock shall be subject to the risk of forfeiture hereinafter set forth (or have such Restricted Shares attached or garnishedcollectively, the "Restrictions"); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit Restrictions shall lapse and be of no further force and effect as follows: (i) Upon each of the Grantee’s immediate family so long asfirst four (4) anniversaries of the Effective Date, prior to such transfer, such trust delivers a written instrument to provided that the Executive's employment with the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) belowhas not terminated, the Restriction Period shall be deemed to have commenced on the Effective Date and Restrictions shall lapse on so long as Grantee is then employed by the Company or any and be of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period no further force and effect with respect to twenty-five percent (25%) of the shares of Restricted Stock herein granted (each such Restricted Shares shall only lapse anniversary herein referred to as to whole Sharesa "Lapse Date"). (ii) Once issued Notwithstanding (i) immediately above, the Restrictions may lapse and be of no further force and effect upon an earlier date or dates in accordance with Section 3 belowthis Agreement or the Plan; provided, during however, that in no event shall any of the Restriction PeriodRestrictions lapse within six (6) months of the Effective Date. From and after each Lapse Date, the Grantee shares of Class A Common Stock with respect to which the Restrictions shall have, in respect have lapsed (the "Unrestricted Shares") shall no longer be Restricted Stock and shall be owned by Executive free and clear of the Restrictions, but, except as otherwise provided in the Plan, shall be subject to the limitations set forth in paragraphs 4, 5, 6 and 7 hereof (collectively, the "Limitations"). As soon as reasonably practicable after the Restrictions shall have lapsed with respect to all of the shares of Restricted Stock or as otherwise provided by the Plan, the Company shall deliver to Executive a Certificate (hereinafter defined) for the Unrestricted Shares. (b) Except as provided in the Plan or this Agreement to the contrary, Executive shall have all of the rights of a holder shareholder of common shares of beneficial interest Class A Common Stock of the CompanyCompany (the "Class A Stock") from and after the Effective Date, including the right to vote the Restricted Shares Class A Stock and the right to receive any cash dividends as and when such dividends are on the Class A Stock declared by the Board and paid by the Company (Company. Pursuant to Section 3 below, stock or as soon as practicable thereafter); provided, however, that cash other security dividends on such Restricted Shares or stock splits issued with respect to Class A Stock shall be held by the Company (unsegregated treated as a part additional shares of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares Stock that are forfeited), and paid over subject to the Grantee same restrictions and other terms and conditions that apply to the Restricted Stock (without interestincluding the Restrictions and the Limitations) as soon as practicable after with respect to which such period lapses (if not forfeited)dividends or splits are issued. (iiic) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing Executive's termination of the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated for any reason prior to the fourth anniversary of the Effective Date, all shares of Restricted Stock subject to the Restrictions as of the date of such termination (the "Termination Date") will be forfeited, and Executive hereby authorizes the Company to use the Stock Power (hereinafter defined) to cause the transfer agent for the Class A Stock to transfer to the Company the shares of Restricted Stock represented by the Company or Certificate and to issue a Certificate in the Grantee name of Executive for any reasonthe shares of Unrestricted Shares, then all Restricted Shares still subject to restriction shall thereuponif any, and with no further action, be forfeited by the Grantee. (iv) Grantee shall not make an election under Section 83(b) as of the Code with respect to this award; in Termination Date. As soon as reasonably practicable after the event that Grantee does make such electionTermination Date, the Restricted Company shall deliver to the Executive a Certificate for the number of shares, if any, of Unrestricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initioas of the Termination Date.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (ia) During Subject to clauses (c) and (d) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”), the Grantee ) shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced begin on the Effective Date date hereof and shall lapse on so long lapse, if and as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoingservice continues, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted one-fourth of the Shares shall only lapse as to whole Sharesgranted hereunder, on each of the first four anniversaries of the date hereof. (iib) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (a), during below in this clause (b) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid dividends. Unless otherwise provided by the Company (or as soon as practicable thereafter); providedCommittee, however, that the Grantee shall be entitled to receive any cash dividends on such any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited if and when dividends are paid to holders of Company common stock generally. Shares (not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Shares of Restricted Stock. (iiic) Except as otherwise provided in any applicable employment agreement between In the event the Grantee and the Company or has a Termination of Service for any of its affiliatesreason, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (ivd) Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the applicable period of forfeiture shall not make an election also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under Section 83(b) of the Code with respect to this award; in the event that Grantee does make such election, the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initioemployment agreement.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (ia) During Subject to clauses (c), (d), (e) and (f) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”), the Grantee ) shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced begin on the Effective Date date hereof and shall lapse on so long lapse, if and as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoingservice continues, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted one-fourth of the Shares shall only lapse as to whole Sharesgranted hereunder, on each of the first four anniversaries of the date hereof. (iib) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (a), during below in this clause (b) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends. Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends as on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited if and when such dividends are declared paid to holders of Company common stock generally. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and paid only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock. (c) Subject to clause (d) below, if the Grantee has a Termination of Service by the Company (and its Subsidiaries for Cause or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company Grantee for any reason other than his or her death, Disability or for Good Reason (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (each term as defined in the PlanGrantee’s employment agreement), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (ivd) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason or as a result of the Company’s non-renewal of the Grantee’s employment agreement, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder. (e) Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the applicable period of forfeiture shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement. (f) Termination of Service as an employee shall not make be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an election under Section 83(b) officer or director of the Code with respect to this award; Company or in such other capacity as determined by the event that Grantee does make such electionCommittee (or if no Committee is appointed, the Restricted Shares Board), and the termination of such successor service shall be forfeited immediately and this award shall be deemed null and void ab initiotreated as the applicable termination.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to the provisions of the Plan and this Agreement, during the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause clauses (iii) and (iv) below, the Restriction Period shall be deemed to have commenced begin on the Effective Date date hereof and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. following schedule: Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest shareholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter)dividends; provided, however, that any cash dividends on such Restricted Shares shall shall, unless otherwise provided by the Committee, be held by the Company (unsegregated as a part of its general assets) until during the period of forfeiture lapses Restriction Period (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between Subject to clause (iv) below, if the Grantee and the Company or any has a Termination of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of Service during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) In the event the Grantee shall not make an election under Section 83(b) has a Termination of the Code with respect to this award; Service on account of death or Disability, or in the event that of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee does make such election, the Restricted Shares shall be and not forfeited immediately and this award shall be deemed null and void ab initiopreviously.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clauses (iii) and (iv) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”)) shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that dividends. The Grantee shall be entitled to receive any cash dividends on such any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Shares of Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between Subject to clause (iv) below, if the Grantee and has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any of its affiliatesreason other than his or her death, notwithstanding anything to the contrary herein Retirement or in the Plan (includingDisability, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise then (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then A) all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock. (iv) In the event the Grantee shall not make an election under Section 83(b) has a Termination of Service on account of death, Disability or Retirement or the Code with respect to this award; Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, or in the event that of a Change of Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock. (v) [for use where the Grantee does make has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such election, employment agreement; and nothing herein shall limit any rights the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initioGrantee may otherwise have under such employment agreement.]

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clauses (iii), (iv) and (v) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse, if and as service continues on the following schedule: , 20 [ ] , 20 [ ] , 20 [ ] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Shares Stock awarded under the Plan (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid dividends. Unless otherwise provided by the Company (or as soon as practicable thereafter); providedCommittee in this Agreement, however, that the Grantee shall be entitled to receive any cash dividends on such any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Shares (not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Shares of Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between Subject to clauses (iv) and (v) below, upon the Grantee and Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any of its affiliates, notwithstanding anything to the contrary herein reason other than his or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust her death or otherwise modify this award, including but not limited to accelerating the lapsing of Disability during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) Grantee shall not make an election under Section 83(b) of the Code with respect to this award; in In the event that the Grantee does make such electionhas a Termination of Service on account of death or Disability or on account of Termination of Service by the Company for any reason other than for Cause during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Shares shall be forfeited Stock granted to the Grantee. (v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change in Control during the Restriction Period, the Restriction Period will immediately and this award shall be deemed null and void ab initiolapse on all Restricted Stock granted to the Grantee.

Restrictions and Conditions. (a) The Restricted Shares awarded to the Grantee hereby Stock shall be subject to the following restrictions and conditions: (i) During Subject to clauses (iii) and (iv) below, the period of restriction with respect to the shares of Restricted Shares Stock granted hereunder (the “"Restriction Period”") shall begin on the date hereof, and lapse with respect to 20% of such shares on January 1, 2004, and with respect to an additional 20% of such shares on each of the first four anniversaries of the date hereof (with the result that all of the shares shall become free from restriction on January 1, 2008). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, except as may otherwise be permitted by the Committee (after consideration of, among other things, any applicable securities and tax considerations) in connection with the Grantee's trust or estate planning, the Grantee shall not be permitted voluntarily or involuntarily to sellassign, transfer, pledge, anticipate, alienate, or otherwise encumber or assign dispose of shares of Restricted Stock awarded under the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole SharesPlan. (ii) Once issued Except as provided in accordance with Section 3 below, during the Restriction Periodforegoing clause (i), the Grantee shall have, in respect of the Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right underlying shares. The Grantee shall be entitled to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that any cash dividends on such any shares of Restricted Shares Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for shares of Stock (not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)shares. (iii) Except as otherwise provided in Subject to clause (iv) below, upon the termination of the Grantee's employment with the Company and its Affiliates for any applicable employment agreement between reason by the Company and its Affiliates or by the Grantee and the Company or any of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all shares of Restricted Shares Stock still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) Grantee shall not make an election under Section 83(bIn the event that during the Restriction Period the Grantee's employment with the Company and its Affiliates terminates (A) on account of the death or disability (as defined in the Employment Agreement) of the Code with Grantee as contemplated by the Employment Agreement; (B) by the Company Without Cause (as defined in the Employment Agreement); or (C) by the Executive for Good Reason (as defined in the Employment Agreement) as contemplated by the Employment Agreement, then any restrictions provided herein will immediately lapse on all Restricted Stock, and the Grantee (or designee) shall own such shares free and clear of all restrictions imposed hereby, free to hold or dispose of such shares in the Grantee's (or designee's) discretion, subject to all applicable federal and state laws. (b) The Grantee shall be issued a stock certificate in respect of the shares of Restricted Stock awarded hereunder. Such certificate shall be registered in the name of the Grantee, and may include any legend which the Committee deems appropriate to reflect any restrictions on transfer provided hereunder or under the Plan, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to this award; a Agreement, substantially in the event following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE XX XXXXX REALTY CORP. AMENDED 1997 STOCK OPTION AND INCENTIVE PLAN, AS IT MAY BE AMENDED FROM TIME TO TIME, AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND XX XXXXX REALTY CORP. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF XX XXXXX REALTY CORP. AT 000 XXXXXXXXX XXXXXX, XXX XXXX, XXX XXXX 00000. The Committee shall require that Grantee does make such electionstock certificate be held in custody by the Company until the restrictions hereunder shall have lapsed, and that, as a condition of the shares of Restricted Stock awarded hereunder, the Restricted Shares Grantee shall deliver a stock power, endorsed in blank, relating to the shares covered by this Agreement. If and when such restrictions so lapse, such stock certificate shall be forfeited immediately delivered by the Company to the Grantee or his or her designee, and this award the Grantee (or designee) shall be deemed null own such shares free and void ab initioclear of all restrictions imposed hereby, free to hold or dispose of such shares in the Grantee's (or designee's) discretion, subject to all applicable federal and state laws.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clauses (iii) and (iv) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse on the first anniversary of such date. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 below, during the Restriction Periodforegoing clause (i), the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that dividends. The Grantee shall be entitled to receive any cash dividends on such any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions under the Plan) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Shares of Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between Subject to clause (iv) below, if the Grantee and the Company or any has a Termination of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of Service during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise then (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then A) all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock. (iv) In the event the Grantee shall not make an election under Section 83(b) has a Termination of the Code with respect to this award; Service on account of death, or Disability, or in the event that of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee. (v) Cessation of service as a Director shall not be treated as a cessation of service for purposes of this paragraph 2 if the Grantee does make continues without interruption to serve thereafter in such electionother capacity as determined by the Committee, and the Restricted Shares termination of such successor service shall be forfeited immediately and this award shall be deemed null and void ab initiotreated as the applicable termination.

Restrictions and Conditions. The Series A-1 Restricted Shares awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (ia) During Subject to clauses (c) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “"Restriction Period”), the Grantee ") shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced begin on the Effective Date date hereof and shall lapse on so long lapse, if and as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoingservice continues, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted ____ of the Shares shall only lapse as to whole Sharesgranted hereunder, on each of the first ____ anniversaries of the date hereof. (iib) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (a), during below in this clause (b) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Series A-1 Restricted SharesShares granted hereunder, all of the rights of a holder of common shares of beneficial interest Common Shares of the CompanyA-1 Series of the Company ("Series A-1 Common Shares"), including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid dividends. Unless otherwise provided by the Company (or as soon as practicable thereafter); providedCommittee, however, that the Grantee shall be entitled to receive any cash dividends on such any Series A-1 Restricted Shares (whether or not then subject to restrictions) which have not been forfeited if and when dividends are paid to holders of Series A-1 Common Shares generally. Series A-1 Common Shares (not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Series A-1 Restricted Shares. (iiic) Except as otherwise provided in any applicable employment agreement between In the event the Grantee and the Company or has a Termination of Service for any of its affiliatesreason, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Series A-1 Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) Grantee shall not make an election under Section 83(b) of the Code with respect to this award; in the event that Grantee does make such election, the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initio.

Restrictions and Conditions. The Restricted Shares awarded pursuant to the Grantee hereby this Agreement shall be subject to the following restrictions and conditions: (ia) During Subject to clauses (c), (d) and (e) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “"Restriction Period”") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares granted hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (iib) Once issued Except as provided in accordance with Section 3 below, during the Restriction Periodforegoing clause (a) or below in this clause (b), the Grantee shall have, in respect of the Restricted SharesShares (whether or not vested), all of the rights of a holder of common shares of beneficial interest of the CompanyShareholder, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company any cash dividends. Shares (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Restricted Shares. (iiic) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything Subject to the contrary herein or in the Plan clause (including, but not limited to, Section 6.3(iv) of the Pland) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirementsclause (e) below, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing Grantee's Termination of Service for any reason during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (ivd) Grantee Termination of Service as an employee shall not make be treated as a Termination of Service for purposes of this Section 2 if the Grantee continues without interruption to serve thereafter as an election under Section 83(b) employee, officer or director of the Code Company or in such other capacity as determined by the Committee, and the termination of such successor service shall be treated as the applicable termination. (e) Notwithstanding clause (c) above, in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to this award; Restricted Shares shall thereupon, and with no further action, lapse. (f) If in connection with a Change in Control, the event that Grantee does make such electionRestricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall be forfeited immediately vest on the date of the Change in Control and this award shall be deemed null and void ab initioentitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transaction.

Restrictions and Conditions. The Restricted Shares awarded pursuant to the Grantee hereby this Agreement shall be subject to the following restrictions and conditions: (a) The number of Restricted Shares earned by the Grantee shall be determined: (i) During with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares granted earned hereunder (the “"Restriction Period”") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (iie) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (d), during the Restriction Periodbelow in this clause (e) or below in clause (i), the Grantee shall have, in respect of the Restricted SharesShares (whether or not vested), all of the rights of a holder of common shares of beneficial interest of the CompanyShareholder, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company any cash dividends. Shares (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Restricted Shares. (iiif) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything Subject to the contrary herein or in the Plan clause (including, but not limited to, Section 6.3(iv) of the Plang) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirementsclause (h) below, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing Grantee's Termination of Service for any reason during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (ivg) Grantee Termination of Service as an employee shall not make be treated as a Termination of Service for purposes of this Section 2 if the Grantee continues without interruption to serve thereafter as an election under Section 83(b) employee, officer or director of the Code Company or in such other capacity as determined by the Committee, and the termination of such successor service shall be treated as the applicable termination. (h) Notwithstanding clause (f) above, in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to this award; Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the event performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that Grantee does make shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance of the Company during such electionperformance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall be forfeited immediately vest on the date of the Change in Control and this award shall be deemed null and void ab initioentitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transaction.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clause (iv) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse on the following schedule: [ ] [ ] [ ] [ ] Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 below, during the Restriction Periodforegoing clause (i) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends if, as and when such dividends are declared and paid by paid. Certificates for Shares (not subject to restrictions under the Company (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares Plan) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Shares of Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between Subject to clause (iv) below, if the Grantee and the Company or any has a Termination of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of Service during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) Grantee shall not make an election under Section 83(b) In the event of the Code with respect to this award; a Change in Control or in the event that the Grantee does make has a Termination of Service on account of death or Disability, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee. [for employees:] [(v) Notwithstanding any other provision hereof, if the Grantee is party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such election, employment agreement; and nothing herein shall limit any rights the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initioGrantee may otherwise have under such employment agreement.]

Restrictions and Conditions. (a) The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clauses (a)(iv) and (a)(v) below, the period of restriction with respect to the shares of Restricted Shares Stock granted hereunder (the “Restriction Period”)) shall begin on the Grant Date and lapse on December 31, 2013. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the shares shall be subject to forfeiture as described herein and the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 below, during the Restriction Periodforegoing clause (a)(i) or in the Plan, the Grantee shall have, in respect of the Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if unless the underlying Restricted Shares are forfeited), and paid over . Certificates (or other applicable evidence of ownership) for Shares shall be delivered to the Grantee (or his designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliatesIf, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between A) the Grantee and the Company has a Termination of Service on account of death or any of its affiliatesDisability, if the Grantee’s service with the Company is terminated by the Company and its affiliates for Cause or by the Grantee for any reason, or (B) the Grantee sells or otherwise disposes of any Shares purchased by the Grantee pursuant to Section 3.5(a) of the Employment Agreement, then all shares of Restricted Shares still subject to restriction Stock shall thereupon, and with no further action, be forfeited by the Grantee, and neither the Grantee nor his successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Restricted Stock. Notwithstanding the foregoing, the Board may, at its sole discretion, permit, but is not required to permit, the Grantee to sell some or all of his Shares purchased pursuant to Section 3.5(a) of the Employment Agreement if such request is submitted in writing by the Grantee and, in such event, such sale shall not result in a forfeiture of Restricted Stock under this clause (a)(iii). (iv) In the event the Grantee has a Termination of Service by the Company and its affiliates for any reason other than Cause, (A) on or prior to December 31, 2011, then the Restriction Period shall not make an election under Section 83(b) of the Code immediately lapse with respect to 24,839 shares of Restricted Stock (to the extent not previously forfeited); (B) between January 1, 2012 and December 31, 2012, then the Restriction Period shall immediately lapse with respect to 49,677 shares of Restricted Stock (to the extent not previously forfeited); and (C) between January 1, 2013 and December 31, 2013, then the Restriction Period shall immediately lapse on all Restricted Stock (to the extent not previously forfeited) granted to the Grantee hereunder. Any Shares not vested in accordance with the foregoing shall thereupon, and with no further action, be forfeited by the Grantee, and neither the Grantee nor his successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Restricted Stock. (v) In the event of a Change in Control of the Company (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder. (vi) Cessation of service as an employee shall not be treated as a Termination of Service for purposes of this award; paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Board, and the termination of such successor service shall be treated as the applicable termination. (b) The Grantee may be issued a stock certificate or other evidence of ownership in respect of the Shares of Restricted Stock awarded hereunder. Any such certificate shall be registered in the event name of the Grantee, and may include any legend which the Committee deems appropriate to reflect any restrictions on transfer provided hereunder or under the Plan, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to this Agreement, substantially in the following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE XXXXXXX XXXXXXX INC. 2010 LONG TERM INCENTIVE COMPENSATION PLAN, AS IT MAY BE AMENDED FROM TIME TO TIME, AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND XXXXXXX XXXXXXX INC. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF XXXXXXX XXXXXXX INC., AT 0000 XXXXXXX XXXXX DRIVE, SUITE 300, CHARLOTTE, NORTH CAROLINA 28209-4670. The Committee shall require that Grantee does make any such electionstock certificate or other evidence of ownership issued be held in custody by the Company until the restrictions hereunder shall have lapsed. If and when such restrictions so lapse, the Restricted Shares such stock certificate shall be forfeited immediately and this award shall be deemed null and void ab initiodelivered by the Company to the Grantee or his or her designee.

Restrictions and Conditions. The (a) Any book entries for the shares of Restricted Shares awarded Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the Grantee hereby shall be effect that such shares are subject to restrictions as set forth herein and in the following restrictions and conditions:Plan. (ib) During the period Shares of restriction with respect to the Restricted Shares Stock granted hereunder (the “Restriction Period”)herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee shall not be permitted prior to vesting. (c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established terminated for the sole benefit of the Grantee’s immediate family so long as, any reason prior to such transfervesting of shares of Restricted Stock granted herein, such trust delivers a written instrument all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by if the CommitteeGrantee’s employment with the Company and its Subsidiaries is terminated due to the Grantee’s death or disability prior to the vesting of shares of Restricted Stock granted herein, all restrictions shall lapse and such shares shall automatically become fully vested. The Administrator’s determination of the Restriction Period with respect to such Restricted Shares reason for termination of the Grantee’s employment shall only lapse as to whole Sharesbe conclusive and binding on the Grantee and his or her representatives or legatees. (iid) Once issued in accordance with Section 3 below, during the Restriction Period, the Grantee shall have, in respect of the Restricted Shares, all of the rights of a holder of common shares of beneficial interest of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding Notwithstanding anything to the contrary herein or in the Plan (includingto the contrary, but not limited to, only to the extent the Grantee is subject to the restrictions of Section 6.3(iv30.1(a) of the Plan) and subject to compliance with TARP Rules, vested shares of the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control Stock granted hereunder shall not be transferable (as defined in 26 C.F.R. 1.83–3(d)) at any time earlier than as permitted under the Plan), following schedule (except to the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust extent provided below or otherwise modify this award, including but not limited as necessary to accelerating the lapsing reflect a merger or acquisition of the Restriction Period, or may provide for Company (within the issuance meaning of a replacement award under the Plan or otherwise TARP Rules)): (“Replacement Award”); provided, however, that, other than in connection with i) 25 percent of the issuance shares of a Replacement Award, Stock at the Committee shall not terminate this award without time of repayment of 25 percent of the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated aggregate financial assistance received by the Company or from Treasury under TARP; (ii) an additional 25 percent of the Grantee shares of Stock granted (for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited an aggregate total of 50 percent of the shares of Stock) at the time of repayment of 50 percent of the aggregate financial assistance received by the Grantee.Company from Treasury under TARP; (iii) an additional 25 percent of the shares of Stock granted (for an aggregate total of 75 percent of the shares of Stock granted) at the time of repayment of 75 percent of the aggregate financial assistance received by the Company from Treasury under TARP; and (iv) Grantee the remainder of the shares of Stock granted at the time of repayment of 100 percent of the aggregate financial assistance received by the Company from Treasury under TARP. Notwithstanding the foregoing, at any time beginning with the date upon which the Restricted Stock becomes vested and ending on December 31 of the calendar year including such vesting date, a portion of the vested shares of Stock may be made transferable as may reasonably be required to pay the Federal, state or local taxes that are anticipated to apply to the income recognized due to such vesting, and the amounts made transferable for this purpose shall not make an election under Section 83(b) of count toward the Code with respect to this award; percentages in the event that Grantee does make such election, the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initioschedule above.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (ia) During Subject to clauses (c) and (d) below, the period of restriction with respect to the Restricted Shares Stock granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to [one-third] of the Restricted Stock granted hereunder, on each of the first [three] anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares of Restricted Stock with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares of Restricted Stock shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Restricted Shares Stock awarded under the Plan (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (iib) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (a), during below in this clause (b) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Shares of Restricted Shares Stock and the right to receive dividends. [Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends as on any Shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and when only after, the Restriction Period shall lapse without forfeiture in respect of such dividends are declared and paid Restricted Stock.] (c) Subject to clause (d) below, upon the Grantee’s Termination of Service by the Company (and its Subsidiaries for Cause or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited)Grantee for any reason other than his or her death or Disability, and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise then (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then A) all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Shares of Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Shares of Restricted Stock. (ivd) In the event the Grantee shall not make an election under Section 83(b) has a Termination of Service on account of death or Disability or the Code with respect to this award; Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, or in the event that of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Shares of Restricted Stock granted to the Grantee does make such electionhereunder.] (e) To the extent the terms or conditions of the Grantee’s employment agreement (if any) conflict with clauses (c) and (d) above, the Restricted Shares terms and conditions set forth in such employment agreement shall be forfeited immediately and this award shall be deemed null and void ab initiogovern.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clauses (iii)[,][and](iv) [,] [and] [(v)] [and (vi)] below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse[, if and as [employment] [service] continues] on the following schedule: , 20 , 20 , 20 For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Shares Stock awarded under the Plan (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company any cash dividends. Shares (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares not subject to restrictions) shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over delivered to the Grantee (or his or her designee promptly after, and only after, the Restriction Period shall lapse without interest) as soon as practicable after forfeiture in respect of such period lapses (if not forfeited)Shares of Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between Subject to clause[s] (iv) [,] [and] [(v)] [and (vi)] below, upon the Grantee and Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any of its affiliatesreason other than his or her death, notwithstanding anything to the contrary herein Retirement or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of Disability during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) In the event the Grantee has a Termination of Service on account of death, Retirement or Disability or on account of Termination of Service by the Company for any reason other than for Cause during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee. (v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within [12 months] following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.] [(v)] [(vi)] Termination of Service as an employee shall not make be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an election under Section 83(b) officer or director of the Code with respect to this award; Company or in such other capacity as determined by the event that Grantee does make such electionCommittee (or if no Committee is appointed, the Restricted Shares Board), and the termination of such successor service shall be forfeited immediately and this award shall be deemed null and void ab initiotreated as the applicable termination.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to clause (iv) below, the period of restriction with respect to the shares of Restricted Shares Stock granted hereunder (the “Restriction Period”)) shall begin on the Grant Effective Date and lapse on the following schedule, provided that termination of the Grantee’s [employment/service as director] has not occurred prior to the applicable date restrictions lapse: Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares shares (or have such Restricted Shares shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 below, during the Restriction Periodforegoing clause (i) or in the Plan, the Grantee shall have, in respect of the shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the shares of Restricted Shares Stock and the right to receive dividends if, as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited)paid. (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything Subject to the contrary herein or in the Plan clause (including, but not limited to, Section 6.3(iviv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirementsbelow, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing termination of the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except [employment/service as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reasona director], then all shares of Restricted Shares Stock still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) Grantee shall not make an election under Section 83(bNotwithstanding any other term or provision of this Agreement, upon (A) termination of the Code Grantee’s [employment/service as director] as a result of the Grantee’s death or disability or (B) a Sale Event (regardless of whether or not a termination of the Grantee’s [employment/service as director] has occurred), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee that have not previously been forfeited. (v) Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with respect to this award; the Company that provides accelerated vesting of the shares of Restricted Stock or all equity awards in general in the event that Grantee does make such electionof certain types of employment terminations, a Sale Event, or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the Restricted Shares more favorable vesting terms of such other agreement or arrangement shall be forfeited immediately and this award shall be deemed null and void ab initiocontrol.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (ia) During Subject to clauses (c), (d), (e), (f) and (g) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”), the Grantee ) shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall be deemed to have commenced begin on the Effective Date date hereof and shall lapse on so long lapse, if and as Grantee is then employed by the Company or any of the Company’s subsidiaries. Notwithstanding the foregoingservice continues, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted one-fourth of the Shares shall only lapse as to whole Sharesgranted hereunder, on each of the first four anniversaries of the date hereof. (iib) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (a), during below in this clause (b) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest stockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends. Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends as on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited if and when such dividends are declared paid to holders of Company common stock generally. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and paid only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock. (c) Subject to clauses (d) and (e) below, if the Grantee has a Termination of Service by the Company (and its Subsidiaries for Cause or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares shall be held by the Company Grantee for any reason other than his or her death, Disability or for Good Reason (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (each term as defined in the PlanGrantee’s employment agreement), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of during the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, if the Grantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (ivd) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason or as a result of the Company’s non-renewal of the Grantee’s employment agreement, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder. (e) In the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder. (f) Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the applicable period of forfeiture shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement. (g) Termination of Service as an employee shall not make be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an election under Section 83(b) officer or director of the Code with respect to this award; Company or in such other capacity as determined by the event that Grantee does make such electionCommittee (or if no Committee is appointed, the Restricted Shares Board), and the termination of such successor service shall be forfeited immediately and this award shall be deemed null and void ab initiotreated as the applicable termination.

Restrictions and Conditions. The Restricted Shares Stock awarded pursuant to this Agreement and the Grantee hereby Plan shall be subject to the following restrictions and conditions: (i) During Subject to the provisions of the Plan and this Agreement, during the period of restriction with respect to the Restricted Shares granted hereunder (the “"Restriction Period”"), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause clauses (iii), (iv), (v) and (vi) below, the Restriction Period shall be deemed to have commenced begin on the Effective Date date hereof and shall lapse on so long as Grantee is then employed by the Company or any following schedule: Date Restriction Lapses Number of the Company’s subsidiaries. Shares ----------------------- ---------------- Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares. (ii) Once issued Except as provided in accordance with Section 3 belowthe foregoing clause (i), during below in this clause (ii) or in the Restriction PeriodPlan, the Grantee shall have, in respect of the Shares of Restricted SharesStock, all of the rights of a holder of common shares of beneficial interest shareholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter)dividends; provided, however, that any cash dividends on such Restricted Shares shall shall, unless otherwise provided by the Committee, be held by the Company (unsegregated as a part of its general assets) until during the period of forfeiture lapses Restriction Period (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock. (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliatesSubject to clauses (iv), notwithstanding anything to the contrary herein or in the Plan (including, but not limited to, Section 6.3(iv) of the Planv) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of the Restriction Period, or may provide for the issuance of a replacement award under the Plan or otherwise (“Replacement Award”); provided, however, that, other than in connection with the issuance of a Replacement Award, the Committee shall not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliatesvi) below, if the Grantee’s service with the Company is terminated Grantee has a Termination of Service by the Company and its Subsidiaries for Cause, or by the Grantee for any reason, during the Restriction Period, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) In the event the Grantee shall has a Termination of Service on account of death Disability, or Retirement, or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than Cause, or in the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee and not make an election under Section 83(bforfeited previously. (v) If the Grantee commences or continues service as a Director or consultant of the Code Company or one of its Subsidiaries upon termination of employment, such continued service shall be treated as continued employment hereunder (and for purposes of the Plan), and the subsequent termination of service shall be treated as the applicable termination of employment for purposes of this Agreement. (vi) If the Grantee is party to an employment agreement which provides that Shares subject to restriction shall be subject to terms other than those set forth above, the terms of such employment agreement shall apply with respect to this award; in the event that Grantee does make such electionShares granted hereby and shall, to the Restricted Shares shall be forfeited immediately and this award shall be deemed null and void ab initioextent applicable, supersede the terms hereof.