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

Termination of Service; Change in Control. (a) In the event of Participant’s Termination of Service for any reason, Participant will immediately and automatically forfeit the right to receive any cash payment with respect to the Share equivalent units underlying the CRSUs that are not Vested CRSUs (the “Unvested CRSUs”) at the time of Participant’s Termination of Service, except as otherwise provided for in this Agreement. Upon forfeiture of Unvested CRSUs, the Participant will have no further rights with respect to the Unvested CRSUs. (b) Notwithstanding anything to the contrary herein, in the event of a Change in Control, the following provisions shall apply: (i) In the event that the Award is not continued, converted, assumed, or replaced by the successor corporation or a parent or subsidiary of the successor corporation in a Change in Control, in any case, as determined by the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as of immediately prior to such Change in Control. The Administrator may condition such accelerated vesting upon Participant’s timely execution of an effective release and/or other transaction-related documents in a form or forms prescribed by the Company. (ii) In the event of Participant’s Termination of Service by the Company without Cause or by Participant for Good Reason, in either case, within twenty-four (24) months following a Change in Control, subject to and conditioned upon Participant’s timely execution of an effective release in a form prescribed by the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as of the date of such Termination of Service. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following conditions without Participant’s consent: (i) a material diminution of Participant’s base salary, (ii) a material diminution in Participant’s authority, duties or responsibilities, or (iii) the requirement by the Company that Participant’s principal place of employment be based more than fifty (50) miles from Participant’s primary office location; provided, further, that, a termination for Good Reason will not have occurred unless Participant gives written notice to the Company of Participant’s intention to terminate employment within thirty (30) days after the occurrence of the event constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason, and Participant terminates employment within sixty (60) days after the end of such thirty (30)-day cure period.

Termination of Service; Change in Control. (a) In If, during the event Performance Period, the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the number of ParticipantRSUs that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 3 hereof, and the Recipient’s Termination Earned RSUs, if any, shall become vested as of Service for the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(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 of the Recipient’s death, compared to (y) the total number of days during the period commencing on January 29, 2018 and ending on January 29, 2022. Notwithstanding the foregoing, if, during the Performance Period and within twelve (12) months after a Change in Control in which the RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, the Recipient dies or is no longer Chairman of the Board, then any reason, Participant will immediately and automatically forfeit such Earned RSUs shall become fully vested as of the right to receive any cash payment date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof. With respect to Earned RSUs held by the Share equivalent units underlying Recipient for which the CRSUs Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned RSUs shall lapse and such Earned RSUs shall automatically become fully vested as of (1) the date the Recipient is no longer Chairman of the Board, provided such date occurs within twelve (12) months after a Change in Control in which the RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, or (2) the date of the Recipient’s death. The number of shares of Stock that are not Vested CRSUs (the “Unvested CRSUs”become vested in accordance with this Section 5(a) at the time of Participant’s Termination of Service, except as otherwise provided for in this Agreement. Upon forfeiture of Unvested CRSUs, the Participant will have no further rights with respect shall be issued to the Unvested CRSUsRecipient as soon as practicable, but no later than 60 days, following the later to occur of (i) the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof and (ii) the earlier to occur of (x) the date of the Recipient’s death and (y) January 29, 2022. (b) Notwithstanding anything to If, during the contrary hereinPerformance Period, a Change in Control occurs while the Recipient is a Trustee of the Company, and the RSUs are not assumed by the acquirer or surviving entity in the event Change in Control transaction, then the Recipient’s 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 RSUs shall be fully vested. With respect to Earned 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 RSUs shall lapse and such Earned 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 following provisions Company shall apply: (i) In cause one share of Stock to be issued to the event Recipient for each such Earned RSU that fully vests, less applicable withholding taxes pursuant to Section 9 hereof. Notwithstanding the Award is not continuedforegoing, converted, assumed, or replaced by to the successor corporation or a parent or subsidiary extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the successor corporation in Code, a Change in Control, Control shall not be deemed to occur unless it constitutes a “change in any case, as determined by control event” within the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as meaning of immediately prior to such Change in Control. The Administrator may condition such accelerated vesting upon Participant’s timely execution of an effective release and/or other transaction-related documents in a form or forms prescribed by the Company. (iiSection 1.409A-3(i)(5) In the event of Participant’s Termination of Service by the Company without Cause or by Participant for Good Reason, in either case, within twenty-four (24) months following a Change in Control, subject to and conditioned upon Participant’s timely execution of an effective release in a form prescribed by the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as of the date of such Termination of Service. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more Treasury Regulations promulgated under Section 409A of the following conditions without Participant’s consent: (i) a material diminution of Participant’s base salary, (ii) a material diminution in Participant’s authority, duties or responsibilities, or (iii) the requirement by the Company that Participant’s principal place of employment be based more than fifty (50) miles from Participant’s primary office location; provided, further, that, a termination for Good Reason will not have occurred unless Participant gives written notice to the Company of Participant’s intention to terminate employment within thirty (30) days after the occurrence of the event constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason, and Participant terminates employment within sixty (60) days after the end of such thirty (30)-day cure periodCode.

Termination of Service; Change in Control. (a) In the event of Participant’s Termination of Service for any reason, Participant will immediately and automatically forfeit the right to receive any cash payment with respect to the Share equivalent units Shares underlying the CRSUs RSU that are not Vested CRSUs RSUs (the “Unvested CRSUsRSUs”) at the time of Participant’s Termination of Service, except as otherwise provided for in this Agreement. Upon forfeiture of Unvested CRSUsRSUs, the Participant will have no further rights with respect to the Unvested CRSUsRSUs. (b) Notwithstanding anything to the contrary herein, in the event of a Change in Control, the following provisions shall apply: (i) In the event that the Award is not continued, converted, assumed, or replaced by the successor corporation or a parent or subsidiary of the successor corporation in a Change in Control, in any case, as determined by the Administrator, any then-Unvested CRSUs RSUs shall become fully vested and non-forfeitable as of immediately prior to such Change in Control. The Administrator may condition such accelerated vesting upon Participant’s timely execution of an effective release and/or other transaction-related documents in a form or forms prescribed by the Company. (ii) In the event of Participant’s Termination of Service by the Company without Cause or by Participant for Good Reason, in either case, within twenty-four (24) months following a Change in Control, subject to and conditioned upon Participant’s timely execution of an effective release in a form prescribed by the Administrator, any then-Unvested CRSUs RSUs shall become fully vested and non-forfeitable as of the date of such Termination of Service. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following conditions without Participant’s consent: (i) a material diminution of Participant’s base salary, (ii) a material diminution in Participant’s authority, duties or responsibilities, or (iii) the requirement by the Company that Participant’s principal place of employment be based more than fifty (50) miles from Participant’s primary office location; provided, further, that, a termination for Good Reason will not have occurred unless Participant gives written notice to the Company of Participant’s intention to terminate employment within thirty (30) days after the occurrence of the event constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason, and Participant terminates employment within sixty (60) days after the end of such thirty (30)-day cure period.

Termination of Service; Change in Control. (a) In the event of Participant’s Termination of Service for any reason, Participant will immediately and automatically forfeit the right to receive any cash payment with respect to the Share equivalent units underlying the CRSUs that are not Vested CRSUs (the “Unvested CRSUs”) at the time of Participant’s Termination of Service, except as otherwise provided for in this Agreement. Upon forfeiture of Unvested CRSUs, the Participant will have no further rights with respect to the Unvested CRSUs. (b) Notwithstanding anything to the contrary herein, if Participant’s Termination of Service occurs by reason of Participant’s death or Disability, in each case, prior to the Vesting Date, subject to and conditioned upon Participant’s (or Participant’s guardian or estate as applicable) timely execution of an effective release in a form prescribed by the Administrator, a pro-rata portion of the shares of Restricted Stock equal to the number of shares of Restricted Stock subject to this Award multiplied by a fraction, the numerator of which is the number of days elapsed between the Grant Date and the date of Participant’s Termination of Service and the denominator of which is three hundred sixty-six (366) days (rounded up to the next whole Share), shall become fully vested and non-forfeitable as of the date of such Termination of Service and any remaining Unvested CRSUs shall immediately and automatically be forfeited effective as of such Termination of Service. (c) Notwithstanding anything to the contrary herein, in the event of a Change in Control, the following provisions shall apply: (i) In the event that the Award is not continued, converted, assumed, or replaced by the successor corporation or a parent or subsidiary of the successor corporation in a Change in Control, in any case, as determined by the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as of immediately prior to such Change in Control. The Administrator may condition such accelerated vesting upon Participant’s timely execution of an effective release and/or other transaction-related documents in a form or forms prescribed by the Company. (ii) In the event of Participant’s Termination of Service by the Company without Cause or by Participant for Good Reason, in either case, within twenty-four (24) months following a Change in Control, subject to and conditioned upon Participant’s timely execution of an effective release in a form prescribed by the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as of the date of such Termination of Service. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following conditions without Participant’s consent: (i) a material diminution of Participant’s base salary, (ii) a material diminution in Participant’s authority, duties or responsibilities, or (iii) the requirement by the Company that Participant’s principal place of employment be based more than fifty (50) miles from Participant’s primary office location; provided, further, that, a termination for Good Reason will not have occurred unless Participant gives written notice to the Company of Participant’s intention to terminate employment within thirty (30) days after the occurrence of the event constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason, and Participant terminates employment within sixty (60) days after the end of such thirty (30)-day cure 30) day period.

Termination of Service; Change in Control. (a) In If, during the event Performance Period, the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the number of ParticipantPerformance-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 Termination Earned Performance-Based LTIP Units, if any, shall become vested as of Service for 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 of the Recipient’s death, 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, 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, the Recipient dies or is no longer Chairman of the Board, then any reason, Participant will immediately and automatically forfeit such Earned Performance-Based LTIP Units shall become fully vested as of the right to receive any cash payment 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 Share equivalent units underlying Recipient for which the CRSUs that 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 (i) the date the Recipient is no longer Chairman of the Board, provided such date occurs within twelve (12) months after a Change in Control in which the LTIP Units are not Vested CRSUs assumed by the acquirer or surviving entity in the Change in Control transaction, or (2) the “Unvested CRSUs”) at date of the time of ParticipantRecipient’s Termination of Service, except as otherwise provided for in this Agreement. Upon forfeiture of Unvested CRSUs, the Participant will have no further rights with respect to the Unvested CRSUsdeath. (b) Notwithstanding anything to If, during the contrary hereinPerformance Period, in the event of a Change in ControlControl occurs while the Recipient is a Trustee of the Company, and the following provisions shall apply: (i) In the event that the Award is Performance-Based LTIP Units are not continued, converted, assumed, or replaced assumed by the successor corporation acquirer or a parent or subsidiary 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 successor corporation in a Performance Criteria measured as of the date of the Change in Control, in any case, as determined by the AdministratorCommittee 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 thenrestrictions on the Earned Performance-Unvested CRSUs Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested and non-forfeitable as of immediately prior to such Change in Control. The Administrator may condition such accelerated vesting upon Participant’s timely execution of an effective release and/or other transaction-related documents in a form or forms prescribed by the Company. (ii) In the event of Participant’s Termination of Service by the Company without Cause or by Participant for Good Reason, in either case, within twenty-four (24) months following a Change in Control, subject to and conditioned upon Participant’s timely execution of an effective release in a form prescribed by the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as of the date of such Termination of Servicethe Change in Control. For purposes of this AgreementNotwithstanding the foregoing, “Good Reason” shall mean to the occurrence of any one or more extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the following conditions without Participant’s consent: (i) a material diminution of Participant’s base salary, (ii) a material diminution in Participant’s authority, duties or responsibilities, or (iii) the requirement by the Company that Participant’s principal place of employment be based more than fifty (50) miles from Participant’s primary office location; provided, further, thatCode, a termination for Good Reason will Change in Control shall not have occurred be deemed to occur unless Participant gives written notice to it constitutes a “change in control event” within the Company meaning of Participant’s intention to terminate employment within thirty (30Section 1.409A-3(i)(5) days after the occurrence of the event constituting Good Reason, specifying in reasonable detail Treasury Regulations promulgated under Section 409A of the circumstances constituting Good Reason, and the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason, and Participant terminates employment within sixty (60) days after the end of such thirty (30)-day cure periodCode.

Termination of Service; Change in Control. (a) In If, during the event Performance Period, the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the number of ParticipantRSUs that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 3 hereof, and the Recipient’s Termination Earned RSUs, if any, shall become vested as of Service for the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(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 of the Recipient’s death, 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, during the Performance Period and within twelve (12) months after a Change in Control in which the RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, the Recipient dies or is no longer Chairman of the Board, then any reason, Participant will immediately and automatically forfeit such Earned RSUs shall become fully vested as of the right to receive any cash payment date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof. With respect to Earned RSUs held by the Share equivalent units underlying Recipient for which the CRSUs Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned RSUs shall lapse and such Earned RSUs shall automatically become fully vested as of (1) the date the Recipient is no longer Chairman of the Board, provided such date occurs within twelve (12) months after a Change in Control in which the RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, or (2) the date of the Recipient’s death. The number of shares of Stock that are not Vested CRSUs (the “Unvested CRSUs”become vested in accordance with this Section 5(a) at the time of Participant’s Termination of Service, except as otherwise provided for in this Agreement. Upon forfeiture of Unvested CRSUs, the Participant will have no further rights with respect shall be issued to the Unvested CRSUsRecipient as soon as practicable, but no later than 60 days, following the later to occur of (i) the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof and (ii) the earlier to occur of (x) the date of the Recipient’s death and (y) «Fourth Anniversary of Commencement Date». (b) Notwithstanding anything to If, during the contrary hereinPerformance Period, a Change in Control occurs while the Recipient is a Trustee of the Company, and the RSUs are not assumed by the acquirer or surviving entity in the event Change in Control transaction, then the Recipient’s 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 RSUs shall be fully vested. With respect to Earned 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 RSUs shall lapse and such Earned 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 following provisions Company shall apply: (i) In cause one share of Stock to be issued to the event Recipient for each such Earned RSU that fully vests, less applicable withholding taxes pursuant to Section 9 hereof. Notwithstanding the Award is not continuedforegoing, converted, assumed, or replaced by to the successor corporation or a parent or subsidiary extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the successor corporation in Code, a Change in Control, Control shall not be deemed to occur unless it constitutes a “change in any case, as determined by control event” within the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as meaning of immediately prior to such Change in Control. The Administrator may condition such accelerated vesting upon Participant’s timely execution of an effective release and/or other transaction-related documents in a form or forms prescribed by the Company. (iiSection 1.409A-3(i)(5) In the event of Participant’s Termination of Service by the Company without Cause or by Participant for Good Reason, in either case, within twenty-four (24) months following a Change in Control, subject to and conditioned upon Participant’s timely execution of an effective release in a form prescribed by the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as of the date of such Termination of Service. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more Treasury Regulations promulgated under Section 409A of the following conditions without Participant’s consent: (i) a material diminution of Participant’s base salary, (ii) a material diminution in Participant’s authority, duties or responsibilities, or (iii) the requirement by the Company that Participant’s principal place of employment be based more than fifty (50) miles from Participant’s primary office location; provided, further, that, a termination for Good Reason will not have occurred unless Participant gives written notice to the Company of Participant’s intention to terminate employment within thirty (30) days after the occurrence of the event constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason, and Participant terminates employment within sixty (60) days after the end of such thirty (30)-day cure periodCode.

Termination of Service; Change in Control. (a) In If, during the event Performance Period, the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the number of ParticipantPerformance-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 Termination Earned Performance-Based LTIP Units, if any, shall become vested as of Service for 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 of the Recipient’s death, compared to (y) the total number of days during the period commencing on January 29, 2018 and ending on January 29, 2022. Notwithstanding the foregoing, if, 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, the Recipient dies or is no longer Chairman of the Board, then any reason, Participant will immediately and automatically forfeit such Earned Performance-Based LTIP Units shall become fully vested as of the right to receive any cash payment 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 Share equivalent units underlying Recipient for which the CRSUs that 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 (i) the date the Recipient is no longer Chairman of the Board, provided such date occurs within twelve (12) months after a Change in Control in which the LTIP Units are not Vested CRSUs assumed by the acquirer or surviving entity in the Change in Control transaction, or (2) the “Unvested CRSUs”) at date of the time of ParticipantRecipient’s Termination of Service, except as otherwise provided for in this Agreement. Upon forfeiture of Unvested CRSUs, the Participant will have no further rights with respect to the Unvested CRSUsdeath. (b) Notwithstanding anything to If, during the contrary hereinPerformance Period, in the event of a Change in ControlControl occurs while the Recipient is a Trustee of the Company, and the following provisions shall apply: (i) In the event that the Award is Performance-Based LTIP Units are not continued, converted, assumed, or replaced assumed by the successor corporation acquirer or a parent or subsidiary 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 successor corporation in a Performance Criteria measured as of the date of the Change in Control, in any case, as determined by the AdministratorCommittee 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 thenrestrictions on the Earned Performance-Unvested CRSUs Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested and non-forfeitable as of immediately prior to such Change in Control. The Administrator may condition such accelerated vesting upon Participant’s timely execution of an effective release and/or other transaction-related documents in a form or forms prescribed by the Company. (ii) In the event of Participant’s Termination of Service by the Company without Cause or by Participant for Good Reason, in either case, within twenty-four (24) months following a Change in Control, subject to and conditioned upon Participant’s timely execution of an effective release in a form prescribed by the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as of the date of such Termination of Servicethe Change in Control. For purposes of this AgreementNotwithstanding the foregoing, “Good Reason” shall mean to the occurrence of any one or more extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the following conditions without Participant’s consent: (i) a material diminution of Participant’s base salary, (ii) a material diminution in Participant’s authority, duties or responsibilities, or (iii) the requirement by the Company that Participant’s principal place of employment be based more than fifty (50) miles from Participant’s primary office location; provided, further, thatCode, a termination for Good Reason will Change in Control shall not have occurred be deemed to occur unless Participant gives written notice to it constitutes a “change in control event” within the Company meaning of Participant’s intention to terminate employment within thirty (30Section 1.409A-3(i)(5) days after the occurrence of the event constituting Good Reason, specifying in reasonable detail Treasury Regulations promulgated under Section 409A of the circumstances constituting Good Reason, and the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason, and Participant terminates employment within sixty (60) days after the end of such thirty (30)-day cure periodCode.

Termination of Service; Change in Control. (a) In If, during the event Performance Period, the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the number of ParticipantRSUs that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 3 hereof, and the Recipient’s Termination Earned RSUs, if any, shall become vested as of Service for the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(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 of the Recipient’s death, compared to (y) the total number of days during the period commencing on October 28, 2014 and ending on October 28, 2018. Notwithstanding the foregoing, if, during the Performance Period and within twelve (12) months after a “Change in Control” (as such term is defined in Exhibit B hereto) in which the RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, the Recipient dies or is no longer Chairman of the Board, then any reason, Participant will immediately and automatically forfeit such Earned RSUs shall become fully vested as of the right to receive any cash payment date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof. With respect to Earned RSUs held by the Share equivalent units underlying Recipient for which the CRSUs Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned RSUs shall lapse and such Earned RSUs shall automatically become fully vested as of (1) the date the Recipient is no longer Chairman of the Board, provided such date occurs within twelve (12) months after a Change in Control in which the RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, or (2) the date of the Recipient’s death. The number of Shares that are not Vested CRSUs (the “Unvested CRSUs”) at the time of Participant’s Termination of Service, except as otherwise provided for in this Agreement. Upon forfeiture of Unvested CRSUs, the Participant will have no further rights with respect be issued to the Unvested CRSUsRecipient in respect of any Earned RSUs that become vested in accordance with this Section 5(a) shall be calculated based on the closing price per Share on the trading date coinciding with (or if such date is not a trading day, next following) the date of the Recipient’s death or the date the Recipient is no longer Chairman of the Board, as applicable. Any such Shares shall be issued to the Recipient as soon as practicable, but no later than 60 days, following the later to occur of (i) the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof and (ii) the earlier to occur of (x) the date of the Recipient’s death and (y) October 28, 2018. (b) Notwithstanding anything to If, during the contrary hereinPerformance Period, in the event of a Change in ControlControl occurs while the Recipient is a Trustee of the Company, and the following provisions shall apply: (i) In the event that the Award is RSUs are not continued, converted, assumed, or replaced assumed by the successor corporation acquirer or a parent or subsidiary surviving entity in the Change in Control transaction, then the Recipient’s RSUs shall be deemed earned based on the actual level of achievement of the successor corporation in a Performance Criteria measured as of the date of the Change in Control, in any case, as determined by the AdministratorCommittee based on a then forty (40) day trailing average price per Share. Any such Earned RSUs shall be fully vested. With respect to Earned RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any then-Unvested CRSUs restrictions on the Earned RSUs shall lapse and such Earned RSUs shall automatically become fully vested and non-forfeitable as of immediately prior to such the date of the Change in Control. The Administrator may condition number of Shares that will be issued to the Recipient in respect of any Earned RSUs that become vested in accordance with this Section 5(b) shall be calculated based on the closing price per Share on the trading date coinciding with (or if such accelerated vesting upon Participant’s timely execution date is not a trading day, next following) the date of the Change in Control. If the Shares are no longer traded on an effective release and/or other transaction-related documents established national or regional stock exchange as of such date, the number of Shares that will be issued to the Recipient in a form or forms prescribed respect of any such vested Earned RSUs shall be calculated based on the value determined by the Company. Committee in its reasonable discretion based on the actual or implied price paid in the Change in Control transaction. Any such Shares shall be issued to the Recipient on 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 Internal Revenue Code of 1986, as amended (ii) In the event of Participant’s Termination of Service by the Company without Cause or by Participant for Good Reason“Code”), in either case, within twenty-four (24) months following a Change in Control, subject Control shall not be deemed to and conditioned upon Participant’s timely execution occur unless it constitutes a “change in control event” within the meaning of an effective release in a form prescribed by the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as Section 1.409A-3(i)(5) of the date of such Termination of Service. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more Treasury Regulations promulgated under Section 409A of the following conditions without Participant’s consent: (i) a material diminution of Participant’s base salary, (ii) a material diminution in Participant’s authority, duties or responsibilities, or (iii) the requirement by the Company that Participant’s principal place of employment be based more than fifty (50) miles from Participant’s primary office location; provided, further, that, a termination for Good Reason will not have occurred unless Participant gives written notice to the Company of Participant’s intention to terminate employment within thirty (30) days after the occurrence of the event constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason, and Participant terminates employment within sixty (60) days after the end of such thirty (30)-day cure periodCode.