Common use of RMR and RMR Company Share Grants Clause in Contracts

RMR and RMR Company Share Grants. a. Prior to the Retirement Date, RMR will recommend to the Board of Directors of The RMR Group Inc. and the Boards of Directors and Boards of Trustees of Industrial Logistics Properties Trust, OPI, Service Properties Trust, Diversified Healthcare Trust, TRMT, TravelCenters of America Inc. and Five Star Senior Living Inc. (together, the “RMR Public Companies”) that all of your existing share grants vest (which vesting includes the lifting of any restrictions) immediately in full upon the Retirement Date and that you be permitted to settle any resulting tax liability with vesting shares, commonly referred to as “net share settlement,” on a company-by-company basis. RMR will cooperate with you in removing any restrictive legends from your vested shares in the RMR Public Companies. b. You agree for the benefit of the applicable RMR Public Company that, as long as you own the shares referenced above in 2(a) in the RMR Public Companies, your shares shall be voted at any meeting of the shareholders of the RMR Public Companies or in connection with any consent solicitation or other action by shareholders in favor of all nominees for director and all proposals recommended by the Board of Directors or Trustees in the proxy statement for such meeting or materials for such written consent or other action. This obligation does not apply to your estate. If your shares are not voted in accordance with this covenant and such failure continues after notice, you agree to pay liquidated damages to the applicable RMR Xxxxx Xxxxxxxx October 9, 2020 Public Company in an amount equal to the market value of the shares not so voted. For the avoidance of doubt, this provision is for the benefit of each RMR Public Company only with respect to your shares in such company and is not an agreement with RMR. c. You understand and agree that, although the RMR Code of Business Conduct and Ethics will no longer apply to you after the Retirement Date, you are subject to all laws and regulations with respect to all of your shares in the RMR Public Companies, including, but not limited to, those applicable to the purchase or sale of securities while in possession of material, non-public information concerning the RMR Public Companies.

RMR and RMR Company Share Grants. a. Prior to the Retirement Separation Date, RMR will recommend to the Board of Directors of The RMR Group Inc. and the Boards of Directors and Boards of Trustees of The RMR Group Inc., Office Properties Income Trust, Hospitality Properties Trust, Senior Housing Properties Trust, Industrial Logistics Properties Trust, OPI, Service Properties Trust, Diversified Healthcare Trust, TRMT, TravelCenters of America Inc. LLC, and Five Star Senior Living Inc. Tremont Mortgage Trust (together, the “RMR Public Companies”) that all of your existing share grants vest (which vesting includes the lifting of any restrictions) immediately in full upon the Retirement Separation Date and that you be permitted to settle any resulting tax liability with vesting shares, commonly referred to as “net share settlement,” on a company-by-company basis. RMR will cooperate with you in removing any restrictive legends from your vested shares in the RMR Public Companies. b. You agree for the benefit of the applicable RMR Public Company that, as long as you own the shares referenced above in 2(a4(a) in the RMR Public Companies, your shares shall be voted at any meeting of the shareholders of the RMR Public Companies or in connection with any consent solicitation or other action by shareholders in favor of all nominees for director and all proposals recommended by the Board of Directors or Trustees in the proxy statement for such meeting or materials for such written consent or other action. This obligation does not apply to your estate. If your shares are not voted in accordance with this covenant and such failure continues after notice, you agree to pay liquidated damages to the applicable RMR Xxxxx Xxxxxxxx October 9, 2020 Public Company in an amount equal to the market value of the shares not so voted. For the avoidance of doubt, this provision is for the benefit of each RMR Public Company only with respect to your shares in such company and is not an agreement with RMR. c. You understand and agree that, although the RMR Code of Business Conduct and Ethics will no longer apply to you after the Retirement Separation Date, you are subject to all laws and regulations with respect to all of your shares in the RMR Public Companies, including, Xxxxxxx X. Xxxxx, Xx. May 2, 2019 but not limited to, those applicable to the purchase or sale of securities while in possession of material, non-public information concerning the RMR Public Companies.

RMR and RMR Company Share Grants. a. Prior to the Retirement Date, RMR will recommend to the Board of Directors of The RMR Group Inc. and the Boards of Directors and Boards of Trustees of The RMR Group Inc., GOV, HPT, Select Income REIT, Senior Housing Properties Trust, Industrial Logistics Properties Trust, OPI, Service Properties Trust, Diversified Healthcare Trust, TRMT, TravelCenters of America Inc. and LLC, Five Star Senior Living Inc. and Tremont Mortgage Trust (together, the “RMR Public Companies”) that all of your existing share grants vest (which vesting includes the lifting of any restrictions) immediately in full upon the Retirement Date and that you be permitted to settle any resulting tax liability with vesting shares, commonly referred to as “net share settlement,” on a company-by-company basis. RMR will cooperate with you in removing any restrictive legends from your vested shares in the RMR Public Companies. b. You agree for the benefit of the applicable RMR Public Company that, as long as you own the shares referenced above in 2(a) in the RMR Public Companies, your shares shall be voted at any meeting of the shareholders of the RMR Public Companies or in connection with any consent solicitation or other action by shareholders in favor of all nominees for director and all proposals recommended by the Board of Directors or Trustees in the proxy statement for such meeting or materials for such written consent or other action. This obligation does not apply to your estate. If your shares are not voted in accordance with this covenant and such failure continues after notice, you agree to pay liquidated damages to the applicable RMR Xxxxx Xxxxxxxx October 9, 2020 Public Company in an amount equal to the market value of the shares not so voted. For the avoidance of doubt, this provision is for the benefit of each RMR Public Company only with respect to your shares in such company and is not an agreement with RMR. c. You understand and agree that, although the RMR Code of Business Conduct and Ethics will no longer apply to you after the Retirement Date, you are subject to all laws and regulations with respect to all of your shares in the RMR Public Companies, including, but not limited to, those applicable to the purchase or sale of securities while in possession of material, non-public information concerning the RMR Public Companies.

RMR and RMR Company Share Grants. a. Prior to the Retirement Date, RMR will recommend to the Board Boards of Directors and to the Boards of Trustees of The RMR Group Inc. and the Boards of Directors and Boards of Trustees of Industrial Logistics Inc., Government Properties Income Trust, Hospitality Properties Trust, OPISIR, Service Senior Housing Properties Trust, Diversified Healthcare Trust, TRMTILPT, TravelCenters of America Inc. and LLC, Five Star Senior Living Inc. and Tremont Mortgage Trust (together, the “RMR Public Companies”) that all of your existing share grants vest (which vesting includes the lifting of any restrictions) immediately in full upon the Retirement Date and that you be permitted to settle any resulting tax liability with vesting shares, commonly referred to as “net share settlement,” on a company-by-company basis. RMR will cooperate with you in removing any restrictive legends from your vested shares in the RMR Public Companies. b. You agree for the benefit of the applicable RMR Public Company that, as long as you own the shares referenced above in 2(a) in the RMR Public Companies, your shares shall be voted at any meeting of the shareholders of the RMR Public Companies or in connection with any consent solicitation or other action by shareholders in favor of all nominees for director and all proposals recommended by the Board of Directors or Trustees in the proxy statement for such meeting or materials for such written consent or other action. This obligation does not apply to your estate. If your shares are not voted in accordance with this covenant and such failure continues after notice, you agree to pay liquidated damages to the applicable RMR Xxxxx Xxxxxxxx October 9, 2020 Public Company in an amount equal to the market value of the shares not so voted. For the avoidance of doubt, this provision is for the benefit of each RMR Public Company only with respect to your shares in such company and is not an agreement with RMR. c. You understand and agree that, although the RMR Code of Business Conduct and Ethics will no longer apply to you after the Retirement Date, you are subject to all laws and regulations with respect to all of your shares in the RMR Public Companies, including, but not limited to, those applicable to the purchase or sale of securities while in possession of material, non-public information concerning the RMR Public Companies.

RMR and RMR Company Share Grants. a. Prior to the Retirement Separation Date, RMR will recommend to the Board of Directors of The RMR Group Inc. and the Boards of Directors and Boards of Trustees of The RMR Group Inc., Government Properties Income Trust, and Select Income REIT (or, following their proposed merger, Office Properties Income Trust), Hospitality Properties Trust, Senior Housing Properties Trust, Industrial Logistics Properties Trust, OPI, Service Properties Trust, Diversified Healthcare Trust, TRMT, TravelCenters of America Inc. LLC, and Five Star Senior Living Inc. Tremont Mortgage Trust (together, the “RMR Public Companies”) that all of your existing share grants grants, which are identified in Exhibit B, vest (which vesting includes the lifting of any restrictions) immediately in full upon the Retirement Separation Date and that you be permitted to settle any resulting tax liability with vesting shares, commonly referred to as “net share settlement,” on a company-by-company basis. RMR will cooperate with you in removing any restrictive legends from your vested shares in the RMR Public Companies. b. You agree for the benefit of the applicable RMR Public Company that, as long as you own the shares referenced above in 2(a5(a) in the RMR Public Companies, your shares shall be voted at any meeting of the shareholders of the RMR Public Companies or in connection with any consent solicitation or other action by shareholders in favor of all nominees for director and all proposals recommended by the Board of Directors or Trustees in the proxy statement for such meeting or materials for such written consent or other action. This obligation does not apply to your estate. If your shares are not voted in accordance with this covenant and such failure continues after notice, you agree to pay liquidated damages to the applicable RMR Xxxxx Xxxxxxxx October 9, 2020 Public Company in an amount equal to the market value of the shares not so voted. For the avoidance of doubt, this provision is for the benefit of each RMR Public Company only with respect to your shares in such company and is not an agreement with RMR. c. You understand and agree that, although the RMR Code of Business Conduct and Ethics will no longer apply to you after the Retirement Separation Date, you are subject to all laws and regulations with respect to all of your shares in the RMR Public Companies, including, but not limited to, those applicable to the purchase or sale of securities while in possession of material, non-public information concerning the RMR Public Companies.

RMR and RMR Company Share Grants. a. Prior to the Retirement Separation Date, RMR will recommend to the Board of Directors of The RMR Group Inc. and the Boards of Directors and Boards of Trustees of The RMR Group Inc., Government Properties Income Trust, and Select Income REIT (or, following their proposed merger, Office Properties Income Trust), Hospitality Properties Trust, Senior Housing Properties Trust, Industrial Logistics Properties Trust, OPI, Service Properties Trust, Diversified Healthcare Trust, TRMT, TravelCenters of America Inc. LLC, and Five Star Senior Living Inc. Tremont Mortgage Trust (together, the “RMR Public Companies”) that all of your existing share grants grants, which are identified in Exhibit B, vest (which vesting includes the lifting of any restrictions) immediately in full upon the Retirement Separation Date and that you be permitted to settle any resulting tax liability with vesting shares, commonly referred to as “net share settlement,” on a company-by-company basis. RMR will cooperate with you in removing any restrictive legends from your vested shares in the RMR Public Companies. b. You agree for the benefit of the applicable RMR Public Company that, as long as you own the shares referenced above in 2(a5(a) in the RMR Public Companies, your shares shall be voted at any meeting of the shareholders of the RMR Public Companies or in connection with any consent solicitation or other action by shareholders in favor of all nominees Xxxxx X. Xxxxxx, Xx. December 11, 2018 for director and all proposals recommended by the Board of Directors or Trustees in the proxy statement for such meeting or materials for such written consent or other action. This obligation does not apply to your estate. If your shares are not voted in accordance with this covenant and such failure continues after notice, you agree to pay liquidated damages to the applicable RMR Xxxxx Xxxxxxxx October 9, 2020 Public Company in an amount equal to the market value of the shares not so voted. For the avoidance of doubt, this provision is for the benefit of each RMR Public Company only with respect to your shares in such company and is not an agreement with RMR. c. You understand and agree that, although the RMR Code of Business Conduct and Ethics will no longer apply to you after the Retirement Separation Date, you are subject to all laws and regulations with respect to all of your shares in the RMR Public Companies, including, but not limited to, those applicable to the purchase or sale of securities while in possession of material, non-public information concerning the RMR Public Companies.