Common use of Termination of Employment; Change in Control Clause in Contracts

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 hereof, and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employment. (b) If, during the Performance Period, a Change in Control occurs while the Recipient is an employee of the Company, the Trust or an Affiliate, and the Performance-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units shall be deemed earned based on the actual level of achievement of the Performance Criteria measured as of the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units shall be fully vested. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the Change in Control. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after age 65.

Termination of Employment; Change in Control. Unless otherwise determined by the Committee in its sole discretion, and notwithstanding anything herein to the contrary, the PSU Award, the RSU Award and the SAR Award will be subject to vesting or cancellation in connection with the events specified below: (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c) hereof), (iii) due prior to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the PSU Performance Period, RSU Restriction Period or SAR Vesting Period (as applicable), Participant violates Section 10 of this Agreement, terminates employment with LII voluntarily or is terminated by LII not for Cause or for Cause (as defined in accordance with any applicable employment agreement between LII and Participant or as determined by the Committee in its sole discretion in the absence of any such employment agreement), then, immediately after LII becomes aware of a violation of Section 4 hereof10 or Participant’s termination, and the Recipient’s Earned Performance-Based LTIP UnitsPSU Award, if anyRSU Award or SAR Award will be cancelled. For purposes of this Agreement, shall become vested as “terminate” means the actual date of notice of the date that the Committee determines the achievement cessation of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basisemployee-employer relationship between Participant and LII for any reason, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust whether or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employmentnot proper advance notice has been given. (b) If, during prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Vesting Period (as applicable), Participant’s employment with LII terminates by reason of Participant’s retirement, and in connection with such 2 Approved Form December 12, 2019 termination of employment (i) Participant is at least 65 years of age, (ii) Participant is at least 62 years of age and has achieved at least 10 years of service with LII or (iii) the number of years of service Participant has achieved with LII plus Participant’s age equals at least 80, then (x) Participant will vest in a Change in Control occurs while pro rata amount of the Recipient is PSU Award based upon the portion of the PSU Performance Period during which Participant served as an employee of LII and the Company’s attainment of its performance goals in accordance with the Performance Goals, determined at the Trust or an Affiliateend of the PSU Performance Period, and the Performance-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units shall be deemed earned based on the actual level of achievement remainder of the Performance Criteria measured PSU Award will be cancelled, (y) Participant will vest in a pro rata amount of the RSU Award based upon the portion of the RSU Restriction Period during which Participant served as an employee of LII, determined as of the date of such retirement, and the Change remainder of the RSU Award will be cancelled, and (z), the entire SAR Award will be cancelled. (c) If, prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Vesting Period (as applicable), Participant dies or incurs a Disability, then (i) Participant, or in Controlthe event of Participant’s death, Participant’s beneficiary, will vest in a pro rata amount of the PSU Award based upon the portion of the PSU Performance Period during which Participant served as an employee of LII and the Company’s attainment of its performance goals in accordance with the Performance Goals (as determined by in the Committee based on a then forty (40) day trailing average price per share sole discretion of Stock. Any such Earned Performance-Based LTIP Units shall be fully vested. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incompleteCommittee), any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested determined as of the date of death or Disability, and the Change in Control. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A remainder of the CodePSU Award will be cancelled, (ii) Participant, or in the event of Participant’s death, Participant’s beneficiary, will vest in a Change in Control shall not pro rata amount of the RSU Award based upon the portion of the RSU Restriction Period during which Participant served as an employee of LII, determined as of the date of death or Disability, and the remainder of the RSU Award will be cancelled, and (iii) the SAR Award will become fully vested and exercisable and will be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied be exercised by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) milesParticipant. For purposes of this Agreement, “Disability” means permanently disabled (completely unable to perform Participant’s duties as defined in the term “Retirement” shall mean retirement from active employment with benefit plans of the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after age 65).

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 hereof, and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date»hereof. Notwithstanding the foregoing, if If the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employment. (b) If, during the Performance Period, a Change in Control occurs while the Recipient is an employee of the Company, the Trust or an Affiliate, and the Performance-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units shall be deemed earned based on the actual level of achievement of the Performance Criteria measured as of the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units shall be fully vested. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the Change in Control. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after age 65.

Termination of Employment; Change in Control. Unless otherwise determined by the Committee in its sole discretion, and notwithstanding anything herein to the contrary, the PSU Award, the RSU Award and the SAR Award will be subject to vesting or cancellation in connection with the events specified below: (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (Except as such term is defined otherwise provided in Section 6(c) hereof4(c), (iii) due if, prior to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), Participant violates Section 10 of this Agreement or is terminated by LII for Cause (as defined in accordance with Section 4 hereof, any applicable employment agreement between LII and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested Participant or as of the date that determined by the Committee determines in its sole discretion in the achievement absence of the Performance Criteria in accordance with any such employment agreement), then, immediately after LII becomes aware of a violation of Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company10 or Participant’s termination, the Trust PSU Award, RSU Award or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employmentSAR Award will be cancelled. (b) If, during prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), Participant terminates employment 1 Approved Form December 12, 2019 (c) If, prior to the end of the SAR Exercise Period, Participant’s employment with LII is terminated by LII for any reason within one year following a Change in Control occurs while Control, then the Recipient vested SARs will continue to be exercisable until the earlier of the end of the SAR Exercise Period and 90 days following Participant’s termination, and the remainder of the SAR Award will be cancelled. (d) If, prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), Participant’s employment with LII terminates by reason of Participant’s retirement, and in connection with such termination of employment (i) Participant is at least 65 years of age, (ii) Participant is at least 62 years of age and has achieved at least 10 years of service with LII or (iii) the number of years of service Participant has achieved with LII plus Participant’s age equals at least 80, then (x) Participant will vest in a pro rata amount of the PSU Award based upon the portion of the PSU Performance Period during which Participant served as an employee of LII and the Company’s attainment of its performance goals in accordance with the Performance Goals, determined at the Trust or an Affiliateend of the PSU Performance Period, and the Performance-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units shall be deemed earned based on the actual level of achievement remainder of the Performance Criteria measured PSU Award will be cancelled, (y) Participant will vest in a pro rata amount of the RSU Award based upon the portion of the RSU Restriction Period during which Participant served as an employee of LII, determined as of the date of such retirement, and the Change remainder of the RSU Award will be cancelled, and (z) any vested SARs will continue to be exercisable for the remainder of the SAR Exercise Period, and the remainder of the SAR Award will be cancelled. (e) If, prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), Participant dies or incurs a Disability, then (i) Participant, or in Controlthe event of Participant’s death, Participant’s beneficiary, will vest in a pro rata amount of the PSU Award based upon the portion of the PSU Performance Period during which Participant served as an employee of LII and the Company’s attainment of its performance goals in accordance with the Performance Goals (as determined by in the Committee based on a then forty (40) day trailing average price per share sole discretion of Stock. Any such Earned Performance-Based LTIP Units shall be fully vested. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incompleteCommittee), any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested determined as of the date of death or Disability, and the Change remainder of the PSU Award will be cancelled, (ii) Participant, or in Control. Notwithstanding the foregoingevent of Participant’s death, Participant’s beneficiary, will vest in a pro rata amount of the RSU Award based upon the portion of the RSU Restriction Period during which Participant served as an employee of LII, determined as of the date of death or Disability, and the remainder of the RSU Award will be cancelled, and (iii) the SAR Award will become fully vested and exercisable (to the extent necessary not already vested) and will continue to be exercisable for the Recipient to avoid taxes and/or penalties under Section 409A remainder of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) milesSAR Exercise Period. For purposes of this Agreement, “Disability” means 1 Approved Form December 12, 2019 permanently disabled (completely unable to perform Participant’s duties as defined in the term “Retirement” shall mean retirement from active employment with benefit plans of the Company). (f) If a Change in Control occurs prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Vesting Period (as applicable), Section 12(b) of the Trust Plan shall apply. If a Change in Control occurs after the end of the PSU Performance Period, RSU Restriction Period or an Affiliate pursuant to its relevant policy on retirement SAR Vesting Period (as determined by applicable), Section 12(b) of the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after age 65Plan shall not apply.

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust Company or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c5(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c5(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units RSUs that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 3 hereof, and the Recipient’s Earned Performance-Based LTIP UnitsRSUs, if any, shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date»hereof. Notwithstanding the foregoing, if If the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units RSUs shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof. With respect to Earned Performance-Based LTIP Units RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units RSUs shall lapse and such Earned Performance-Based LTIP Units RSUs shall automatically become fully vested as of the date of the termination of the Recipient’s employment. (b) If, during the Performance Period, a Change in Control occurs while the Recipient is an employee of the Company, the Trust Company or an Affiliate, and the Performance-Based LTIP Units RSUs are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units RSUs shall be deemed earned based on the actual level of achievement of the Performance Criteria measured as of the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units RSUs shall be fully vested. With respect to Earned Performance-Based LTIP Units RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units RSUs shall lapse and such Earned Performance-Based LTIP Units RSUs shall automatically become fully vested as of the date of the Change in Control. As of the date of the Change in Control, the Company shall cause one share of Stock to be issued to the Recipient for each such Earned RSU that fully vests, less applicable withholding taxes pursuant to Section 9 hereof. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust Company or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust Company or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust Company or an Affiliate on or after age 65.

Termination of Employment; Change in Control. Unless otherwise determined by the Committee in its sole discretion, and notwithstanding anything herein to the contrary, the PSU Award, the RSU Award and the SAR Award will be subject to vesting or cancellation in connection with the events specified below: (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (Except as such term is defined otherwise provided in Section 6(c) hereof4(c), (iii) due if, prior to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), Participant violates Section 10 of this Agreement or is terminated by LII for Cause (as defined in accordance with Section 4 hereof, any applicable employment agreement between LII and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested Participant or as of the date that determined by the Committee determines in its sole discretion in the achievement absence of the Performance Criteria in accordance with any such employment agreement), then, immediately after LII becomes aware of a violation of Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company10 or Participant’s termination, the Trust PSU Award, RSU Award or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employmentSAR Award will be cancelled. (b) If, during prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), Participant terminates employment with LII voluntarily or Participant’s employment with LII is terminated by LII not for Cause, then, (i) immediately after Participant’s termination, the PSU Award, RSU Award and any unvested SAR Award will be cancelled, and (ii) immediately after Participant’s termination, the vested SARs will continue to be exercisable until the earlier of the end of the SAR Exercise Period and 90 days following Participant’s termination, and the remainder of the SAR Award will be cancelled. (c) If, prior to the end of the SAR Exercise Period, Participant’s employment with LII is terminated by LII for any reason within one year following a Change in Control occurs while Control, then the Recipient vested SARs will continue to be exercisable until the earlier of the end of the SAR Exercise Period and 90 days following Participant’s termination, and the remainder of the SAR Award will be cancelled. (d) If, prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), Participant’s employment with LII terminates by reason of Participant’s retirement, and in connection with such termination of employment (i) Participant is at least 65 years of age, (ii) Participant is at least 62 years of age and has achieved at least 10 years of service with LII, (iii) the number of years of service Participant has achieved with LII plus Participant’s age equals at least 80 or (iv) applicable non-U.S. local law requires such termination to be treated as a retirement based on different criteria than those set forth in the preceding clauses (i), (ii) and (iii), then (x) Participant will vest in a pro rata amount of the PSU Award based upon the portion of the PSU Performance Period during which Participant served as an employee of LII and the Company’s attainment of its performance goals in accordance with the Performance Goals, determined at the Trust or an Affiliateend of the PSU Performance Period, and the Performance-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units shall be deemed earned based on the actual level of achievement remainder of the Performance Criteria measured PSU Award will be cancelled, (y) Participant will vest in a pro rata amount of the RSU Award based upon the portion of the RSU Restriction Period during which Participant served as an employee of LII, determined as of the date of such retirement, and the Change remainder of the RSU Award will be cancelled, and (z) any vested SARs will continue to be exercisable for the remainder of the SAR Exercise Period, and the remainder of the SAR Award will be cancelled. (e) If, prior to the end of the PSU Performance Period, RSU Restriction Period or SAR Exercise Period (as applicable), Participant dies or incurs a Disability, then (i) Participant, or in Controlthe event of Participant’s death, Participant’s beneficiary, will vest in a pro rata amount of the PSU Award based upon the portion of the PSU Performance Period during which Participant served as an employee of LII and the Company’s attainment of its performance goals in accordance with the Performance Goals (as determined by in the Committee based on a then forty (40) day trailing average price per share sole discretion of Stock. Any such Earned Performance-Based LTIP Units shall be fully vested. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incompleteCommittee), any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested determined as of the date of death or Disability, and the Change remainder of the PSU Award will be cancelled, (ii) Participant, or in Control. Notwithstanding the foregoingevent of Participant’s death, Participant’s beneficiary, will vest in a pro rata amount of the RSU Award based upon the portion of the RSU Restriction Period during which Participant served as an employee of LII, determined as of the date of death or Disability, and the remainder of the RSU Award will be cancelled, and (iii) the SAR Award will become fully vested and exercisable (to the extent necessary not already vested) and will continue to be exercisable for the Recipient to avoid taxes and/or penalties under Section 409A remainder of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) milesSAR Exercise Period. For purposes of this Agreement, “Disability” means permanently disabled (completely unable to perform Participant’s duties as defined in the term “Retirement” shall mean retirement from active employment with benefit plans of the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after age 65).

Termination of Employment; Change in Control. The pRSUs will vest, if at all, as described in Section 1, except as otherwise provided in Section 3. Notwithstanding the foregoing: (a) IfIn the event of the death or Disability of Employee or the retirement by Employee on or after the attainment of a combined number of age and years of service of at least 75, during with a minimum age of 62 (“Retirement”), the pRSUs will vest as of the employment termination date, and Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, based upon the greater of (i) actual performance through the applicable employment termination date (treating Employee’s employment termination date as the last day of the Performance Period), the Recipient’s employment is terminated (i) as certified by the CompanyCommittee, the Trust or an Affiliate without Cause, (ii) the target level set forth in Section 1 above. (b) In the event of a termination of Employee’s employment by the Recipient for “Company without Cause or by Employee with Good Reason” Reason (if and as such term is defined in Section 6(c) hereofEmployee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company), the pRSUs will vest as of the employment termination date, and Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, at the maximum level set forth in Section 1 above. (iiic) due In the event of a Qualifying Termination, the pRSUs will vest as of the date of such Qualifying Termination (or, if later, the Change in Control), and Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, at the maximum level set forth in Section 1 above. For purposes of this Agreement, a “Qualifying Termination” occurs if, (x) within the six (6) months prior to the Recipientpublic announcement of a proposed transaction that culminates in a Change in Control (y) during the period following such public announcement and prior to the Change in Control or (z) within the twenty-four (24) months following a Change in Control, Employee’s “Retirement” employment is terminated by the Company without Cause or by Employee for Good Reason (if and as such term is defined in Section 6(cEmployee’s employment agreement or, if none, in Employee’s written severance agreement or other similar written agreement with the Company); provided, that in the case of (x) hereof), or (ivy) due the Qualifying Termination shall occur upon the date of the Change in Control. For avoidance of doubt, this clause (c) shall not apply if clause (b) already has been triggered. (d) In the event of a Change in Control without a Qualifying Termination on or prior to December 31, 2019, performance with respect to the Recipient’s death or Disability Performance Goals will be measured upon the Change in Control (such termination, a “Qualified Termination”treating the effective date of the Change in Control as the last day of the Performance Period), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined . The pRSUs will remain outstanding thereafter and will vest at the end of the original Performance Period in accordance with Section 4 hereofPeriod, and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior subject to the Recipient’s Qualified Terminationterms and conditions of this Agreement (including, any restrictions on but not limited to, Section 3). Following the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as end of the date of the termination of the Recipient’s employment. (b) If, during the Performance Period, a Change in Control occurs while the Recipient is an employee of the Company, the Trust or an Affiliate, and the Performance-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units Employee shall be deemed earned entitled to receive the corresponding number of Shares underlying such pRSUs, based on upon the greater of (i) actual level of achievement of the Performance Criteria measured as of performance through the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units shall be fully vested. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the Change in Control. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined certified by the Committee, or (ii) the target level set forth in Section 1 above; provided, that if Employee’s employment is terminated following the Change in Control by the Company without Cause, by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if no such policy is none, in place, retirement from active employment Employee’s severance agreement or other similar written agreement with the Company) or due to Employee’s Retirement, the Trust or an Affiliate on or after age 65pRSUs will vest as of the employment termination date, and Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, at the maximum level set forth in Section 1 above.

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust Company or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c5(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c5(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units RSUs that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 3 hereof, and the Recipient’s Earned Performance-Based LTIP UnitsRSUs, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust Company or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» January 29, 2018 and ending on «Fourth Anniversary of Commencement Date»January 29, 2022. Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units RSUs shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof. With respect to Earned Performance-Based LTIP Units RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units RSUs shall lapse and such Earned Performance-Based LTIP Units RSUs shall automatically become fully vested as of the date of the termination of the Recipient’s employment. (b) If, during the Performance Period, a Change in Control occurs while the Recipient is an employee of the Company, the Trust Company or an Affiliate, and the Performance-Based LTIP Units RSUs are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units RSUs shall be deemed earned based on the actual level of achievement of the Performance Criteria measured as of the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units RSUs shall be fully vested. With respect to Earned Performance-Based LTIP Units RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units RSUs shall lapse and such Earned Performance-Based LTIP Units RSUs shall automatically become fully vested as of the date of the Change in Control. As of the date of the Change in Control, the Company shall cause one share of Stock to be issued to the Recipient for each such Earned RSU that fully vests, less applicable withholding taxes pursuant to Section 9 hereof. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust Company or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust Company or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust Company or an Affiliate on or after age 65.

Termination of Employment; Change in Control. (a) If, during the Performance Period, the RecipientIf Xxxxxxx’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, (ii) by the Recipient Continuous Service terminates for “Good Reason” (as such term is defined in Section 6(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 hereof, and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete reason prior to the RecipientDetermination Date other than as provided herein, then Grantee shall forfeit Grantee’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP outstanding Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the such termination of the Recipient’s employmentwithout further consideration or any act or action by Xxxxxxx. (b) IfIf Xxxxxxx’s Continuous Service is terminated for Cause at any time prior to the Determination Date, during then Grantee shall forfeit Grantee’s outstanding Units without further consideration or any act or action by Grantee. (c) If Grantee has a Qualifying Termination prior to the last day of the Performance Period, then, as of the date of such Qualifying Termination, a pro rata portion of the Target Award shall vest and convert to shares of Stock (with such pro rata portion determined by multiplying the Target Award by a fraction, the numerator of which shall be the number of months elapsed in the Performance Period prior to Xxxxxxx’s Qualifying Termination, and the denominator shall be 36). (d) If there is a Change in Control occurs while prior to the Recipient is an employee last day of the Company, the Trust or an AffiliatePerformance Period, and the Performance-Based LTIP Units are not assumed by the acquirer or surviving entity or otherwise equitably converted or substituted in connection with the Change in Control transactionin a manner approved by the Committee or the Board, then the Recipient’s Performance-Based LTIP Units shall be deemed earned based on the actual level of achievement of the Performance Criteria measured then, as of the date of the Change in Control, as a pro rata portion of the Target Award shall vest and convert to shares of Stock (with such pro rata portion determined by multiplying the Target Award by a fraction, the numerator of which shall be the number of months elapsed in the Performance Period prior to the Change in Control, and the denominator shall be 36). (e) If there is a Change in Control prior to the last day of the Performance Period, and the Units are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control in a manner approved by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units shall be fully vested. With respect to Earned Performance-Based LTIP Units held by or the Recipient for which the Performance Period is complete but for which the additional vesting period is incompleteBoard, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested then, as of the date of the Change in Control. Notwithstanding the foregoinga CIC Qualifying Termination, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A a pro rata portion of the Code, Target Award shall vest and convert to shares of Stock (with such pro rata portion determined by multiplying the Target Award by a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreementfraction, the term “Good Reason” numerator of which shall meanbe the number of months elapsed in the Performance Period prior to Grantee’s CIC Qualifying Termination, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must denominator shall be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after age 6536.

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 hereof, and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» January 29, 2018 and ending on «Fourth Anniversary of Commencement Date»January 29, 2022. Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employment. (b) If, during the Performance Period, a Change in Control occurs while the Recipient is an employee of the Company, the Trust or an Affiliate, and the Performance-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units shall be deemed earned based on the actual level of achievement of the Performance Criteria measured as of the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units shall be fully vested. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the Change in Control. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after age 65.

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust Company or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c5(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c5(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units RSUs that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 3 hereof, and the Recipient’s Earned Performance-Based LTIP UnitsRSUs, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust Company or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units RSUs shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof. With respect to Earned Performance-Based LTIP Units RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units RSUs shall lapse and such Earned Performance-Based LTIP Units RSUs shall automatically become fully vested as of the date of the termination of the Recipient’s employment. (b) If, during the Performance Period, a Change in Control occurs while the Recipient is an employee of the Company, the Trust Company or an Affiliate, and the Performance-Based LTIP Units RSUs are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units RSUs shall be deemed earned based on the actual level of achievement of the Performance Criteria measured as of the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units RSUs shall be fully vested. With respect to Earned Performance-Based LTIP Units RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units RSUs shall lapse and such Earned Performance-Based LTIP Units RSUs shall automatically become fully vested as of the date of the Change in Control. As of the date of the Change in Control, the Company shall cause one share of Stock to be issued to the Recipient for each such Earned RSU that fully vests, less applicable withholding taxes pursuant to Section 9 hereof. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust Company or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after age 65.written

Termination of Employment; Change in Control. The pRSUs will vest, if at all, as described in Section 1, except as otherwise provided in Section 3. Notwithstanding the foregoing: (a) IfIn the event of the death or Disability of Employee, during the pRSUs will vest (without proration) as of the employment termination date, and Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, based upon actual performance through the applicable employment termination date (treating Employee’s employment termination date as the last day of the Performance Period), as certified by the RecipientCommittee. (b) In the event of a termination of Employee’s employment is terminated (i) by the Company, the Trust Company without Cause or an Affiliate without Cause, by Employee with Good Reason (ii) by the Recipient for “Good Reason” (if and as such term is defined in Section 6(c) hereofEmployee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company), (iii) or due to the Recipient’s retirement by Employee on or after the attainment of a combined number of age and years of service of at least 75, with a minimum age of 62 (“Retirement”), the pRSUs will vest as of the employment termination date, and Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, based upon (i) actual performance through the employment termination date, as certified by the Committee, multiplied by (ii) a fraction, the numerator of which is the number of days on which Employee was employed during the Performance Period, and the denominator of which is the number of days in the Performance Period. (c) In the event of a Qualifying Termination, the pRSUs will vest as of the date of such Qualifying Termination (or, if later, the Change in Control), and Employee shall be entitled to receive the corresponding number of Shares underlying such pRSUs, based upon the greater of (i) actual performance measured upon the Change in Control (treating the effective date of the Change in Control as the last day of the Performance Period), as certified by the Committee, or (ii) the target level set forth in Section 1 above. For purposes of this Agreement, a “Qualifying Termination” occurs if, (x) within the six (6) months prior to the public announcement of a proposed transaction that culminates in a Change in Control (y) during the period following such public announcement and prior to the Change in Control or (z) within the twenty-four (24) months following a Change in Control, Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason (if and as such term is defined in Section 6(cEmployee’s employment agreement or, if none, in Employee’s written severance agreement or other similar written agreement with the Company); provided, that in the case of (x) hereof), or (ivy) due the Qualifying Termination shall occur upon the date of the Change in Control. (d) In the event of a Change in Control without a Qualifying Termination on or prior to December 31, 2019, performance with respect to the Recipient’s death or Disability Performance Goals will be measured upon the Change in Control (such termination, a “Qualified Termination”treating the effective date of the Change in Control as the last day of the Performance Period), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined . The pRSUs will remain outstanding thereafter and will vest at the end of the original Performance Period in accordance with Section 4 hereofPeriod, and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior subject to the Recipient’s Qualified Terminationterms and conditions of this Agreement (including, any restrictions on but not limited to, Section 3). Following the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as end of the date of the termination of the Recipient’s employment. (b) If, during the Performance Period, a Change in Control occurs while the Recipient is an employee of the Company, the Trust or an Affiliate, and the Performance-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units Employee shall be deemed earned entitled to receive the corresponding number of Shares underlying such pRSUs, based on the upon actual level of achievement of the Performance Criteria measured as of performance through the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units shall be fully vested. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the Change in Control. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined certified by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after age 65.

Termination of Employment; Change in Control. Unless otherwise determined by the Committee in its sole discretion, and notwithstanding anything herein to the contrary, the RSU Award will be subject to vesting or cancellation in connection with the events specified below: (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c) hereof), (iii) due prior to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period RSU Restriction Period, Participant violates Section 8 of this Agreement or is terminated by LII for Cause (as defined in accordance with Section 4 hereof, any applicable employment agreement between LII and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested Participant or as of the date that determined by the Committee determines in its sole discretion in the achievement absence of the Performance Criteria in accordance with any such employment agreement), then, immediately after LII becomes aware of a violation of Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company8 or Participant’s termination, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employmentRSU Award will be cancelled. (b) If, during prior to the Performance end of the RSU Restriction Period, a Change in Control occurs while Participant terminates employment with LII voluntarily, then, immediately after Participant’s termination, the Recipient is an employee RSU Award will be cancelled. (c) If, prior to the end of the CompanyRSU Restriction Period, the Trust or an Affiliate, and the Performance-Based LTIP Units are not assumed Participant is terminated by the acquirer or surviving entity in the Change in Control transactionCompany without cause, then the Recipient’s Performance-Based LTIP Units shall be deemed earned based on the actual level of achievement of the Performance Criteria measured RSU Award will vest fully as of the date of termination. (d) If, prior to the Change end of the RSU Restriction Period, Participant dies or incurs a Disability, then Participant, or in Controlthe event of Participant’s death, Participant’s beneficiary, will vest in a pro rata amount of the RSU Award based upon the portion of the RSU Restriction Period during which Participant served as an employee of LII, determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units shall be fully vested. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of death or Disability, and the Change in Control. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A remainder of the Code, a Change in Control shall not RSU Award will be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) milescancelled. For purposes of this Agreement, “Disability” means permanently disabled (completely unable to perform Participant’s duties as defined in the term “Retirement” shall mean retirement from active employment with benefit plans of the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after age 65).