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

Termination of Service; Change in Control. (a) If, during the Performance Period, the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the number of RSUs 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 Earned RSUs, if any, shall become vested as of 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 such Earned RSUs shall become fully vested as of the 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 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 (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 become vested in accordance with this Section 5(a) 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) January 29, 2022.

Termination of Service; Change in Control. (a) If, during the Performance Period, the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the number of RSUs 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 Earned RSUs, if any, shall become vested as of 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 29October 28, 2018 2014 and ending on January 29October 28, 20222018. Notwithstanding the foregoing, if, during the Performance Period and within twelve (12) months after a “Change in Control 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 such Earned RSUs shall become fully vested as of the 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 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 (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 Shares that will be issued to the Recipient in respect of Stock 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) January 29October 28, 20222018.

Termination of Service; Change in Control. (a) If, during the Performance Period, the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the number of RSUs 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 Earned RSUs, if any, shall become vested as of 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 «Commencement Date» and ending on January 29, 2022«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 such Earned RSUs shall become fully vested as of the 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 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 (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 become vested in accordance with this Section 5(a) 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) January 29, 2022«Fourth Anniversary of Commencement Date».

Termination of Service; Change in Control. (a) If, during the Performance Period, the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the number of RSUs Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 3 4 hereof, and the Recipient’s Earned RSUsPerformance-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 3(a4(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 «Commencement Date» and ending on January 29, 2022«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 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 such Earned RSUs 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 3(a4(a) hereof. With respect to Earned RSUs 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 RSUs Performance-Based LTIP Units shall lapse and such Earned RSUs Performance-Based LTIP Units shall automatically become fully vested as of (1i) 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 LTIP Units 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 become vested in accordance with this Section 5(a) 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) January 29, 2022.

Termination of Service; Change in Control. (a) If, during the Performance Period, the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the number of RSUs Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 3 4 hereof, and the Recipient’s Earned RSUsPerformance-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 3(a4(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 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 such Earned RSUs 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 3(a4(a) hereof. With respect to Earned RSUs 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 RSUs Performance-Based LTIP Units shall lapse and such Earned RSUs Performance-Based LTIP Units shall automatically become fully vested as of (1i) 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 LTIP Units 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 become vested in accordance with this Section 5(a) 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) January 29, 2022.