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

Termination of Service; Change in Control. (a) If the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the shares of Restricted Stock shall become vested as of the date of the termination of the Recipient’s service with the Company on a pro rata basis, determined based on (x) the number of days that have elapsed from the Grant Date through the date the Recipient ceases to be a Trustee of the Company, compared to (y) the total number of days during the period commencing on the Grant Date and ending on the fourth anniversary of the Grant Date. Notwithstanding the foregoing, if, within twelve (12) months after a Change in Control in which the shares of Restricted Stock 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 the shares of Restricted Stock shall become fully vested as of the date of the Recipient’s death or the date the Recipient is no longer Chairman of the Board, as applicable. (b) If a Change in Control occurs prior to the fourth anniversary of the Grant Date and while the Recipient is a Trustee of the Company, and the shares of Restricted Stock are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s shares of Unvested Stock shall become fully vested as of the date of the Change in Control.

Termination of Service; Change in Control. (a) If the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the shares of Restricted Stock Time-Based LTIP Units shall become vested as of the date of the termination of the Recipient’s service with the Company on a pro rata basis, determined based on (x) the number of days that have elapsed from the Grant Date through the date the Recipient ceases to be a Trustee of the Company, compared to (y) the total number of days during the period commencing on the Grant Date and ending on the fourth anniversary of the Grant Date. Notwithstanding the foregoing, if, within twelve (12) months after a Change in Control in which the shares of Restricted Stock Time-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 the shares of Restricted Stock Time-Based LTIP Units shall become fully vested as of the date of the Recipient’s death or the date the Recipient is no longer Chairman of the Board, as applicable. (b) If a Change in Control occurs prior to the fourth anniversary of the Grant Date and while the Recipient is a Trustee of the Company, and the shares of Restricted Stock Time-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s shares of Unvested Stock Time-Based LTIP Units shall 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.