Common use of Vesting of Award LTIP Units Clause in Contracts

Vesting of Award LTIP Units. (i) Except as otherwise provided in Sections 2(iii) and 2(iv) below, the Award LTIP Units shall become vested in accordance with the provisions set forth on Exhibit D. (ii) There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to each date on which Award LTIP Units vest in accordance with the provisions set forth on Exhibit D (each, a “Vesting Date”), and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Unless otherwise set forth in the Grantee’s Service Agreement, upon the termination or cessation of the Grantee’s Continuous Service, other than without Cause by the Company or an Affiliate of the Company or for Good Reason by the Grantee, any portion of the Award LTIP Units which is not yet then vested shall automatically and without notice or payment of any consideration by the GP, the Company or the Partnership terminate, be forfeited and be and become null and void and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in Non-Vested LTIP Units. (iii) Notwithstanding any other term or provision of this Agreement, unless otherwise set forth in the Grantee’s Service Agreement, if the Grantee’s Continuous Service is terminated without Cause by the Company or an Affiliate of the Company or for Good Reason by the Grantee, or if the principal class of securities for which the LTIP Award Units may be exchanged are no longer publicly traded following a Change of Control, then the Non-Vested LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of such termination without Cause or for Good Reason or on the date of such cessation but immediately before such Change of Control. (iv) Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with the Company that provides accelerated vesting of the Award LTIP Units in the event of certain types of employment terminations or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the more favorable vesting terms of such other agreement or arrangement shall control. (v) For purposes of this Agreement, the following terms shall have the meanings indicated:

Vesting of Award LTIP Units. (i) Except as otherwise provided in Sections 2(iii) and 2(iv) below, the Award LTIP Units shall become vested in accordance with the provisions amounts and at the times set forth in the table above, provided that except as set forth below the Continuous Service (as defined below) of the Grantee continues through and on Exhibit D.the applicable Vesting Date or Dates. (ii) There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to each date on which Award LTIP Units vest in accordance with the provisions set forth on Exhibit D (each, a “Vesting Date”), and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Unless otherwise set forth in the Grantee’s Service Agreement, upon Upon the termination or cessation of the Grantee’s Continuous Service, other than without Cause by the Company or an Affiliate of the Company or for Good Reason by the Granteeas provided in Section 2(iii), any portion of the Award LTIP Units which is not yet then vested shall automatically and without notice or payment of any consideration by the GP, the Company or the Partnership terminate, be forfeited and be and become null and void and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in Non-Vested the Award LTIP Units. (iii) Notwithstanding any other term or provision of this Agreement, unless otherwise set forth in the Grantee’s Service Agreement, if the Grantee’s Continuous Service is terminated without Cause by the Company or an Affiliate of the Company or for Good Reason by the Grantee, or if the principal class of securities for which the LTIP Award Units may be exchanged are no longer publicly traded following a Change of Control, then the Non-Vested unvested Award LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of such termination without Cause or for Good Reason or on the date cessation of such cessation but immediately before such Change of Control. (iv) Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with the Company that provides accelerated trading. The vesting of the Award LTIP Units subject to this Agreement shall not otherwise accelerate on a Sale Event except as provided in this Agreement or with the event consent of certain types of employment terminations or the Committee. Notwithstanding any other applicable vesting-related events term or provides more favorable vesting provisions than provided for in provision of this Agreement, if the more favorable vesting terms Grantee’s Continuous Service is terminated as a result of such other agreement the death of the Grantee, then the unvested Award LTIP Units subject to this Agreement that have not been previously forfeited and which are scheduled to vest during the same calendar year shall immediately vest as of the date of death. (iv) The right to redemption pursuant to Section 15.1 of the Agreement of Limited Partnership of the Partnership shall not be exercisable with respect to any Partnership Common Unit issued upon conversion of the LTIP Award Units until on or arrangement after two years after the Grant Effective Date, provided however, that the foregoing restriction shall controlnot apply if the redemption right is exercised in connection with a “Change of Control”. (v) For purposes of this Agreement, the following terms shall have the meanings indicated:

Vesting of Award LTIP Units. (i) Except as otherwise provided in Sections 2(iii) and 2(iv) below, the Award LTIP Units shall become vested in accordance with the provisions set forth on Exhibit D. (ii) There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to each date on which Award LTIP Units vest in accordance with the provisions set forth on Exhibit D (each, a “Vesting Date”), and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Unless otherwise set forth in the Grantee’s Employment Agreement ( the “Service Agreement”) with Ashford Inc. and Ashford Hospitality Advisors LLC (collectively, “Advisor”), upon the termination or cessation of the Grantee’s Continuous Service, other than without Cause by the Company Company, Advisor or an Affiliate of the Company their respective Affiliates or for Good Reason by the Grantee, any portion of the Award LTIP Units which is not yet then vested shall automatically and without notice or payment of any consideration by the GP, the Company or Company, the Partnership or Advisor terminate, be forfeited and be and become null and void and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in Non-Vested LTIP Units. (iii) Notwithstanding any other term or provision of this Agreement, unless otherwise set forth in the Grantee’s Service Agreement, if the Grantee’s Continuous Service is terminated without Cause by the Company Company, Advisor or an Affiliate of the Company their respective Affiliates or for Good Reason by the Grantee, or if the principal class of securities for which the LTIP Award Units may be exchanged are no longer publicly traded following a Change of Control, then the Non-Vested LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of such termination without Cause or for Good Reason or on the date of such cessation but immediately before such Change of ControlReason. (iv) Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with the Company that provides accelerated vesting of the Award LTIP Units in the event of certain types of employment terminations or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the more favorable vesting terms of such other agreement or arrangement shall control. (v) For purposes of this Agreement, the following terms shall have the meanings indicated:

Vesting of Award LTIP Units. (i) Except The Award LTIP Units shall become vested on the Vesting Date or Dates specified in the following schedule so long as otherwise provided in Sections 2(iii) and 2(iv) belowthe Participant remains an employee of the Employer on such Dates. If a series of Vesting Dates is specified, then the Award LTIP Units shall become vested in accordance only with respect to the provisions set forth number of Award LTIP Units specified as vested on Exhibit D. (ii) each such date. There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to between each date on which Vesting Date. In the event of termination of the Participant’s employment (a) by the Participant for Good Reason, (b) by the Employer without Cause or (c) by reason of the Participant’s death or Disability, the Participant shall become fully vested in all of his or her Award LTIP Units. If the Participant’s employment with the Employer terminates for any other reason, any Award LTIP Units vest in accordance with the provisions set forth on Exhibit D (each, a “Vesting Date”), and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Unless otherwise set forth in the Grantee’s Service Agreement, upon the termination or cessation of the Grantee’s Continuous Service, other than without Cause held by the Company or an Affiliate Participant that have not vested as of the Company or for Good Reason by the Grantee, any portion of the Award LTIP Units which is not yet then vested such date shall automatically and without notice or payment of any consideration by the GP, the Company or the Partnership terminate, be forfeited terminate and be and become null and void terminated and neither the Grantee Participant nor any of his or her successors, heirs, assigns, assigns or personal representatives will thereafter have any further rights or interests in Non-Vested such unvested Award LTIP Units. (iii) Notwithstanding . The Participant shall retain his or her right to any other term or provision of this Agreement, unless otherwise set forth in the Grantee’s Service Agreement, if the Grantee’s Continuous Service is terminated without Cause by the Company or an Affiliate of the Company or for Good Reason by the Grantee, or if the principal class of securities for which the LTIP Award Units may be exchanged are no longer publicly traded following a Change of Control, then the Non-Vested LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of such termination without Cause or for Good Reason or on the date of such cessation but immediately before such Change of Control. (iv) Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with the Company that provides accelerated vesting of the vested Award LTIP Units in the event of certain types of employment terminations or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the more favorable vesting terms of such other agreement or arrangement shall control. (v) Units. For purposes of this Agreement, if the following terms Participant elects to take a leave of absence, the Participant’s employment shall not be deemed terminated if the Participant is on a leave of absence to pursue humanitarian, religious or other service-related activities; provided that, if at the conclusion of such leave of absence, there is no longer a position for the Participant at the Employer, or Employer offers a different position to Participant and such position would give Participant the right to resign for Good Reason, Participant’s employment shall be deemed terminated without Cause. In addition, for the avoidance of doubt, Participant’s employment shall not be deemed to have terminated solely as a result of the meanings indicated:Merger and the Participant becoming employed by an affiliate of the Company or CCI. In the event of the occurrence of a Change in Control, all outstanding Award LTIP Units shall become fully vested. For the avoidance of doubt, no Award LTIP Units shall accelerate and vest upon consummation of the Merger.

Vesting of Award LTIP Units. (i) Except as otherwise provided in Sections 2(iii) and 2(iv) below, the Award LTIP Units shall become vested in accordance with the provisions set forth on Exhibit D. (ii) There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to each date on which Award LTIP Units vest in accordance with the provisions set forth on Exhibit D (each, a “Vesting Date”), and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Unless otherwise set forth in the Grantee’s Employment Agreement (the “Service Agreement”) with Ashford Inc. and Ashford Hospitality Advisors LLC, upon the termination or cessation of the Grantee’s Continuous Service, other than without Cause by the Company or an Affiliate of the Company its Affiliates or for Good Reason by the Grantee, any portion of the Award LTIP Units which is not yet then vested shall automatically and without notice or payment of any consideration by the GP, the Company or the Partnership Holdings terminate, be forfeited and be and become null and void and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in Non-Vested LTIP Units. (iii) Notwithstanding any other term or provision of this Agreement, unless otherwise set forth in the Grantee’s Service Agreement, if the Grantee’s Continuous Service is terminated without Cause by the Company or an Affiliate of the Company its Affiliates or for Good Reason by the Grantee, or if the principal class of securities for which the LTIP Award Units may be exchanged are no longer publicly traded following a Change of Control, then the Non-Vested LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of such termination without Cause or for Good Reason or on the date of such cessation but immediately before such Change of ControlReason. (iv) Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with the Company that provides accelerated vesting of the Award LTIP Units in the event of certain types of employment terminations or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the more favorable vesting terms of such other agreement or arrangement shall control. (v) For purposes of this Agreement, the following terms shall have the meanings indicated:

Vesting of Award LTIP Units. (i) Except as otherwise provided in Sections 2(iii) and 2(iv) below, the Award LTIP Units shall become vested in accordance with the provisions amounts and at the times set forth in the table above, provided that except as set forth below the Continuous Service (as defined below) of the Grantee continues through and on Exhibit D.the applicable Vesting Date or Dates. (ii) There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to each date on which Award LTIP Units vest in accordance with the provisions set forth on Exhibit D (each, a “Vesting Date”), and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Unless otherwise set forth in the Grantee’s Service Agreement, upon Upon the termination or cessation of the Grantee’s Continuous Service, other than without Cause by the Company or an Affiliate of the Company or for Good Reason by the Granteeas provided in Section 2(iii), any portion of the Award LTIP Units which is not yet then vested shall automatically and without notice or payment of any consideration by the GP, the Company or the Partnership terminate, be forfeited and be and become null and void and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in Non-Vested the Award LTIP Units. (iii) Notwithstanding any other term or provision of this Agreement, unless otherwise set forth in the Grantee’s Service Agreement, if the Grantee’s Continuous Service is terminated without Cause by the Company or an Affiliate of the Company or for Good Reason by the Grantee, or if the principal class of securities for which the LTIP Award Units may be exchanged are no longer publicly traded following a Change of Control, then the Non-Vested unvested Award LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of such termination without Cause or for Good Reason cessation of trading. The vesting of the Award LTIP Units subject to this Agreement shall not otherwise accelerate on a Sale Event except as provided in this Agreement or on with the consent of the Committee. Notwithstanding any other term or provision of this Agreement, if the Grantee’s Continuous Service is terminated as a result of the death of the Grantee, then the unvested Award LTIP Units subject to this Agreement that have not been previously forfeited and which are scheduled to vest during the same calendar year shall immediately vest as of the date of such cessation but immediately before such Change of Controldeath. (iv) Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another written agreement or arrangement with the Company that provides accelerated vesting of the Award LTIP Units in the event of certain types of employment terminations or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the more favorable vesting terms of such other agreement or arrangement shall control. (v) The right to redemption pursuant to Section 15.1 of the Agreement of Limited Partnership of the Partnership shall not be exercisable with respect to any Partnership Common Unit issued upon conversion of the LTIP Award Units until on or after the date that is two years after thedate on which that LTIP Award Unit was vested, provided however, that the foregoing restriction shall not apply if the redemption right is exercised in connection with a “Change of Control”. (vi) For purposes of this Agreement, the following terms shall have the meanings indicated:

Vesting of Award LTIP Units. (i) Except as otherwise provided in Sections 2(iii) and 2(iv) below, the Award LTIP Units shall become vested in accordance with the provisions amounts and at the times set forth in the table above, provided that except as set forth below the Continuous Service (as defined below) of the Grantee continues through and on Exhibit D.the applicable Vesting Date or Dates. (ii) There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to each date on which Award LTIP Units vest in accordance with the provisions set forth on Exhibit D (each, a “Vesting Date”), and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Unless otherwise set forth in the Grantee’s Service Agreement, upon Upon the termination or cessation of the Grantee’s Continuous Service, other than without Cause by the Company or an Affiliate of the Company or for Good Reason by the Granteeas provided in Section 2(iii), any portion of the Award LTIP Units which is not yet then vested shall automatically and without notice or payment of any consideration by the GP, the Company or the Partnership terminate, be forfeited and be and become null and void and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in Non-Vested the Award LTIP Units. (iii) Notwithstanding any other term or provision of this Agreement, unless otherwise set forth in the Grantee’s Service Agreement, if the [Grantee’s Continuous Service is terminated without Cause by the Company or an Affiliate of the Company or for Good Reason by the Grantee, or if the ]principal class of securities for which the Award LTIP Award Units may be exchanged are no longer publicly traded following a Change of Control, then the Non-Vested unvested Award LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of [such termination without Cause or for Good Reason ]cessation of trading. The vesting of the Award LTIP Units subject to this Agreement shall not otherwise accelerate on a Sale Event except as provided in this Agreement or on with the consent of the Committee. Notwithstanding any other term or provision of this Agreement, if the Grantee’s Continuous Service is terminated as a result of the death of the Grantee, then the unvested Award LTIP Units subject to this Agreement that have not been previously forfeited and which are scheduled to vest during the same calendar year shall immediately vest as of the date of such cessation but immediately before such Change of Controldeath. (iv) [Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another written agreement or arrangement with the Company that provides accelerated vesting of the Award LTIP Units in the event of certain types of employment terminations or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the more favorable vesting terms of such other agreement or arrangement shall control]. (v) The right to redemption pursuant to Section 15.1 of the Agreement of Limited Partnership of the Partnership shall not be exercisable with respect to any Partnership Common Unit issued upon conversion of the Award LTIP Units until on or after two years after the until on or after the Transferable Date, provided however, that the foregoing restriction shall not apply if the redemption right is exercised in connection with a “Change of Control”. (vi) For purposes of this Agreement, the following terms shall have the meanings indicated:

Vesting of Award LTIP Units. (i) Except The Award LTIP Units shall become vested on the Vesting Date or Dates specified in the following schedule so long as otherwise provided in Sections 2(iii) and 2(iv) belowthe Participant remains an employee of the Employer on such Dates. If a series of Vesting Dates is specified, then the Award LTIP Units shall become vested in accordance only with respect to the provisions set forth number of Award LTIP Units specified as vested on Exhibit D. (ii) each such date. There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to between each date on which Vesting Date. Vesting Dates Number of Units Vesting Per Year Percent of Units Vested January 1, 20XX XX 25 % January 1, 20XX XX 50 % January 1, 20XX XX 75 % January 1, 20XX XX 100 % In the event of termination of the Participant’s employment (a) by the Participant for Good Reason, (b) by the Company without Cause or (c) by reason of the Participant’s death or disability, the Participant shall become fully vested in all of his or her Award LTIP Units. If the Participant’s employment with the Employer terminates for any other reason, any Award LTIP Units vest in accordance with the provisions set forth on Exhibit D (each, a “Vesting Date”), and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Unless otherwise set forth in the Grantee’s Service Agreement, upon the termination or cessation of the Grantee’s Continuous Service, other than without Cause held by the Company or an Affiliate Participant that have not vested as of the Company or for Good Reason by the Grantee, any portion of the Award LTIP Units which is not yet then vested such date shall automatically and without notice or payment of any consideration by the GP, the Company or the Partnership terminate, be forfeited terminate and be and become null and void terminated and neither the Grantee Participant nor any of his or her successors, heirs, assigns, assigns or personal representatives will thereafter have any further rights or interests in Non-Vested such unvested Award LTIP Units. (iii) Notwithstanding . The Participant shall retain his or her right to any other term or provision of this Agreement, unless otherwise set forth in the Grantee’s Service Agreement, if the Grantee’s Continuous Service is terminated without Cause by the Company or an Affiliate of the Company or for Good Reason by the Grantee, or if the principal class of securities for which the vested Award LTIP Award Units may be exchanged are no longer publicly traded following a Change of Control, then the Non-Vested LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of such termination without Cause or for Good Reason or on the date of such cessation but immediately before such Change of Control. (iv) Units. Notwithstanding anything herein to the contrary in this Section 2contrary, to the extent the Grantee Participant is a party to another an employment agreement or arrangement with the Company Employer that provides accelerated for the treatment of unvested equity awards in certain employment terminations, and subject to compliance by the Participant with the requirements of such employment agreement related to such termination, the vesting of the any unvested Award LTIP Units in shall be subject to the terms of such employment agreement. In the event of certain types the occurrence of employment terminations or any other applicable vesting-related events or provides more favorable vesting provisions than provided for a Change in this AgreementControl, the more favorable vesting terms of such other agreement or arrangement all outstanding Award LTIP Units shall controlbecome fully vested. (v) For purposes of this Agreement, the following terms shall have the meanings indicated:

Vesting of Award LTIP Units. (i) Except as otherwise provided in Sections 2(iii) and 2(iv) below, the Award LTIP Units shall become vested in accordance with the provisions set forth following amounts and upon the following conditions, provided that the Continuous Service (as defined below) of the Grantee continues through and on Exhibit D.the applicable Vesting Date or Dates. Vesting Date Number of Award LTIP Units Becoming Vested Cumulative Percentage Vested Before March 31, 20__ 0 0% March 31, 20__ 25% June 30, 20__ 50% September 30, 20__ 75% December 31, 20__ 100% (ii) There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to each date on which Award LTIP Units vest in accordance with the provisions set forth on Exhibit D (each, a “Vesting Date”), and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Unless otherwise set forth in the Grantee’s Service Agreement, upon Upon the termination or cessation of the Grantee’s Continuous Service, other than without Cause by the Company or an Affiliate of the Company or for Good Reason by the Grantee, any portion of the Award LTIP Units which is not yet then vested shall automatically and without notice or payment of any consideration by the GP, the Company or the Partnership terminate, be forfeited and be and become null and void and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in Non-Vested the Award LTIP Units. (iii) Notwithstanding any other term or provision of this Agreement, unless otherwise set forth in the Grantee’s Service Agreement, if the Grantee’s Continuous Service is terminated without Cause by the Company or an Affiliate of the Company or for Good Reason by the Grantee, or if the principal class of securities for which the LTIP Award Units may be exchanged are no longer publicly traded following a Change of Control, then the Non-Vested unvested Award LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of such termination without Cause or for Good Reason Reason. The vesting of the Award LTIP Units subject to this Agreement shall not otherwise accelerate on a Sale Event except as provided in this Agreement or on with the date consent of such cessation but immediately before such Change of Controlthe Committee. (iv) Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with the Company that provides accelerated vesting of the Award LTIP Units in the event of certain types of employment terminations or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the more favorable vesting terms of such other agreement or arrangement shall control. (v) For purposes of this Agreement, the following terms shall have the meanings indicated:

Vesting of Award LTIP Units. (i) Except as otherwise provided in Sections 2(iii2(ii), (iii) and 2(iv) below, the Award LTIP Units shall become vested in accordance with the provisions set forth on Exhibit D. (ii) There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to each date on which Award LTIP Units vest in accordance with the provisions set forth on Exhibit D (each, a “Vesting Date”), and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Unless otherwise set forth in the Grantee’s Employment Agreement (as amended, the “Service Agreement”) with Ashford Inc. and Ashford Hospitality Advisors LLC (collectively, “Advisor”), upon the termination or cessation of the Grantee’s Continuous Service, other than without Cause by the Company Company, Advisor or an Affiliate of the Company their respective Affiliates or for Good Reason by the GranteeGrantee or by reason of death or Disability, any portion of the Award LTIP Units which is not yet then vested shall automatically and without notice or payment of any consideration by the GPAHH, the Company Company, Manager or the Partnership Advisor terminate, be forfeited and be and become null and void and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in Non-Vested LTIP UnitsUnits (as defined below). (iii) Notwithstanding any other term or provision of this Agreement, unless otherwise set forth in the Grantee’s Service Agreement, if the Grantee’s Continuous Service is terminated without Cause by the Company Company, Advisor or an Affiliate of the Company their respective Affiliates or for Good Reason by the Grantee, Grantee or if the principal class by reason of securities for which the LTIP Award Units may be exchanged are no longer publicly traded following a Change of Controldeath or Disability, then the Non-Vested LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of such termination without Cause or for Good Reason or on the date of such cessation but immediately before such Change of Controltermination. (iv) Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with the Company that provides accelerated vesting of the Award LTIP Units in the event of certain types of employment terminations or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the more favorable vesting terms of such other agreement or arrangement shall control. If the Service Agreement does not address the treatment of outstanding equity awards upon a Change of Control, all unvested Award LTIP Units shall immediately vest upon the earliest to occur of the Grantee’s Termination of Service for any reason within one (1) year following the effective date of a Change of Control. (v) For purposes of this Agreement, the following terms shall have the meanings indicated:

Vesting of Award LTIP Units. (i) Except as otherwise provided in Sections 2(iii) and 2(iv) below, the Award LTIP Units shall become vested in accordance with the provisions amounts and at the times set forth in the table above, provided that except as set forth below the Continuous Service (as defined below) of the Grantee continues through and on Exhibit D.the applicable Vesting Date or Dates. (ii) There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to each date on which Award LTIP Units vest in accordance with the provisions set forth on Exhibit D (each, a “Vesting Date”), and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Unless otherwise set forth in the Grantee’s Service Agreement, upon Upon the termination or cessation of the Grantee’s Continuous Service, other than without Cause by the Company or an Affiliate of the Company or for Good Reason by the Granteeas provided in Section 2(iii), any portion of the Award LTIP Units which is not yet then vested shall automatically and without notice or payment of any consideration by the GP, the Company or the Partnership terminate, be forfeited and be and become null and void and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in Non-Vested the Award LTIP Units. (iii) Notwithstanding any other term or provision of this Agreement, unless otherwise set forth in the Grantee’s Service Agreement, if the Grantee’s Continuous Service is terminated without Cause by the Company or an Affiliate of the Company or for Good Reason by the Grantee, or if the principal class of securities for which the Award LTIP Award Units may be exchanged are no longer publicly traded following a Change of Control, then the Non-Vested unvested Award LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of such termination without Cause or for Good Reason or on the date cessation of such cessation but immediately before such Change of Control. (iv) Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with the Company that provides accelerated trading. The vesting of the Award LTIP Units subject to this Agreement shall not otherwise accelerate on a Sale Event except as provided in this Agreement or with the event consent of certain types of employment terminations or the Committee. Notwithstanding any other applicable vesting-related events term or provides more favorable vesting provisions than provided for in provision of this Agreement, if the more favorable vesting terms Grantee’s Continuous Service is terminated as a result of such other agreement the death of the Grantee, then the unvested Award LTIP Units subject to this Agreement that have not been previously forfeited and which are scheduled to vest during the same calendar year shall immediately vest as of the date of death. (iv) The right to redemption pursuant to Section 15.1 of the Agreement of Limited Partnership of the Partnership shall not be exercisable with respect to any Partnership Common Unit issued upon conversion of the Award LTIP Units until on or arrangement after the Transferable Date, provided however, that the foregoing restriction shall controlnot apply if the redemption right is exercised in connection with a “Change of Control”. (v) For purposes of this Agreement, the following terms shall have the meanings indicated: