Common use of Vesting Clause in Contracts

Vesting. (a) The Award LTIP Units shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance level.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) The Award LTIP Units the entire Option shall immediately become a Vested Option and shall become vested exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the close date of business on such Termination of Relationship and shall remain outstanding pursuant to the Vesting Date if provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (ix) the Grantee remains continuously employed by numerator of which is equal to the Company, or one number of its Affiliates (including the Operating Partnership) between calendar days that have elapsed since the Grant Date and (y) the Vesting Datedenominator of which is equal to 365, and (ii2) if a Change in Control occurs within 90 days following such Termination of Relationship, the performance criteria entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on Exhibit A have been satisfiedthe date of the Change in Control. To Notwithstanding anything contained herein to the extent only a contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the performance criteria are satisfied on the Vesting DateOption that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Award LTIP Units for which the performance criteria are Option that is not satisfied a Vested Option shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successorsimmediately); provided, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitationthat, in the event that the Optionee experiences a Termination of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In additionRelationship for Cause, upon a Change in Control, if the Award is not assumed, converted or replaced all Options then held by the continuing entity, all Award LTIP Units which are not Optionee (whether vested or unvested) shall immediately be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelforfeited.

Vesting. (a) The Award LTIP Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the close date of business the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the Vesting Date if (i) portion of the Grantee remains continuously vesting period during which the Participant was employed by the CompanyEmployer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or one of its Affiliates (including providing service to the Operating Partnership) between the Grant Date and Employer, but prior to the Vesting Date, and (ii) the performance criteria Participant terminates employment or service on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater account of (i) actual performance through a termination by the closing dateEmployer without Cause, or (ii) a resignation for Good Reason (as defined in the target Plan), during the Change of Control Period (maximumas defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) performance levelday period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. Subject to the Grantee’s continued service relationship with the Company or its Subsidiaries through the vesting date (a) The Award LTIP Units except as otherwise provided in this Section 3(a)), all RSUs shall become vested as non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) [on the first anniversary of the close of business on the Vesting Date if Grant Date]; provided, however, that: (i) all RSUs shall immediately become Vested RSUs as of immediately prior to the Grantee remains continuously employed by the Company, or one occurrence of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and a Change in Control; and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only if a portion Termination of the performance criteria are satisfied on the Vesting Date, the portion Relationship occurs at any time prior to a Change in Control as a result of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (bA) Subject to the terms and conditions of this Agreement and the LP Agreement, upon a termination of the Grantee’s employmentservice relationship by the Company or its Subsidiaries without Cause or (B) the Grantee’s death, any Award LTIP Units serious illness or Disability, (1) the number of RSUs shall become Vested RSUs as of the date of such Termination of Relationship that is equal to the aggregate number of RSUs, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have not yet then vested elapsed since the Grant Date and (after giving effect y) the denominator of which is equal to any acceleration 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, all RSUs shall become Vested RSUs as of immediately prior to the occurrence of such Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 3(a), the RSUs shall cease vesting upon such termination as of the date of the Grantee’s employment) shall automatically and without notice or payment Termination of any consideration by Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Operating PartnershipRSUs shall become Vested RSUs thereafter (i.e., terminate, the RSUs that are not Vested RSUs shall be forfeited and be and become null and void and neither immediately); provided, that, in the event that the Grantee nor any experiences a Termination of his or her successorsRelationship for Cause, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units all RSUs then held by the Grantee (whether vested or unvested) shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall immediately be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelforfeited.

Vesting. (a) The Award LTIP Units Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become vested non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the close Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of business on Relationship occurs after March 31, 2022, but prior to the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Determination Date, and (ii) the performance criteria on Exhibit A have been satisfiedRSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent only the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the performance criteria RSUs that are satisfied on the Vesting Datenot Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the Award LTIP Units for which the performance criteria RSUs that are not satisfied Vested RSUs shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither immediately); provided, that, in the event that the Grantee nor any experiences a Termination of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests Relationship for Cause (as defined in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employmentEmployment Agreement), any Award LTIP Units which have not yet all RSUs then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee (whether vested or unvested) shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall immediately be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelforfeited.

Vesting. (a) The Your Award LTIP Units Shares shall become vested be subject to the forfeiture and vesting provisions marked with an x below: i. ¨ All of the Award Shares are nonvested and forfeitable as of the close Grant Date. So long as your Service with the Company or an Affiliate of business the Company continues through the applicable date upon which vesting is scheduled to occur, 20% of the Award Shares will vest and become nonforfeitable on each anniversary of the Grant Date, such that 100% of the Award Shares will be vested and nonforfeitable on the Vesting Date if (i) fifth anniversary of the Grantee remains continuously employed by Grant Date. None of the Company, or one of Award Shares will become vested and nonforfeitable after your Service with the Company and its Affiliates (including ceases unless this Agreement provides to the Operating Partnership) between contrary. ii. ¨ All of the Award Shares are nonvested and forfeitable as of the Grant Date Date. So long as your Service with the Company or an Affiliate of the Company continues through the applicable date upon which vesting is scheduled to occur, % of the Award Shares will vest and become nonforfeitable on the Vesting year anniversary of the Grant Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion remaining % of the performance criteria Award Shares will vest and become nonforfeitable on the year anniversary of the Grant Date. None of the Award Shares will become vested and nonforfeitable after your Service with the Company and its Affiliates ceases unless this Agreement provides to the contrary. iii. ¨ All of the Award Shares are satisfied nonvested and forfeitable as of the Grant Date. So long as your Service with the Company or an Affiliate of the Company continues through , (the “Vesting Date”), all of your Award Shares will vest and become nonforfeitable on the Vesting Date, the portion . None of the Award LTIP Units for which the performance criteria are not satisfied shall automatically Shares will become vested and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (nonforfeitable after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between your Service with the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior its Affiliates ceases unless this Agreement provides to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelcontrary.

Vesting. (a) The Award LTIP Units shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement Agreement, the Shares shall vest in Participant as follows: the Shares shall vest ratably over a three-year period, with one-third of the Shares (------) vesting on December 31, 200X; one-third of the Shares (-----) vesting on December 31, 200Y, and the LP Agreement, upon termination balance or (-----) of the Grantee’s employmentShares vesting on December 31, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically 200Z, if, and without notice or payment of any consideration only if, Participant remains continuously employed by the Company or from the Operating Partnershipdate hereof until each respective vesting date, terminate, and subject to the forfeiture provisions below. Vesting of the Shares shall be forfeited and be and become null and void and neither accelerated to an earlier date only under the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests following conditions: (a) in the Award LTIP Units.event of a Change in Control of Company (as defined in the attached Exhibit A), and provided that Participant remains continuously in the service of or employed the Company until the effective date of such Change in Control, all unvested Shares granted under this Agreement shall become immediately vested on the effective date of the Change in Control; (b) in the event that Participant’s employment by or service provision for the Company is terminated because Participant becomes in the service of a new owner of any business of the Company pursuant to a Change in Control event, and provided that Participant remains continuously employed by or in the service of the Company until the date of closing of the Change in Control event, all unvested Shares granted under this Agreement shall become immediately vested as of the last date of Participant’s service to or employment by the Company; or (c) The Administrator mayin the event that Participant’s service to the Company is involuntarily terminated by the Company without cause within one year following a Change in Control Event, and provided that Participant remains continuously in its sole discretionthe service of the Company until the date of such involuntary termination, at any time accelerate all unvested Shares granted under this Agreement shall become immediately vested as of the vesting last date of Award LTIP UnitsParticipant’s employment with or service for the Company. (d) Notwithstanding anything contained herein in the event that the Participant’s employment with or service to the Company terminates because of death or Disability or at the request of the Chief Executive Officer of the Company (other than for Cause) or of a U.S. government agency, all the Shares issuable under this award will vest on such termination. Except to the extent provided in the preceding sentence or unless specifically provided in this Agreement or in a side letter thereto, this award will not vest upon the LP Participant’s retirement. On the Vesting Date (or promptly thereafter), the Company will deliver to the Participant a certificate representing the Shares which have vested on such date. For purposes of this Agreement, the terms term “Disability” shall be defined as any condition which shall render the Participant incapable of any severance fulfilling his or employment agreement between the Company and the Grantee shall determine whetherher obligations hereunder because of injury or physical or mental illness, and to what extentsuch incapacity shall exist or reasonably may be expected, any unvested Award LTIP Units held upon the competent medical opinion of a doctor chosen by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events includingCompany, without limitation, in the event of for a termination of employment in connection with period exceeding 60 consecutive days or 120 nonconsecutive days within a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelsix-month period.

Vesting. (a) The Award LTIP Units shall become vested as All of the close Stock Units and shares of business on Stock issued pursuant to this Award prior to the Final Vesting Date if (ias defined below) shall be subject to time-based vesting, with one-third (1/3) of the Grantee remains continuously employed by Stock Units earned pursuant to this Award and the Company, shares of Stock issued or one issuable pursuant to this Award vesting on each of its Affiliates the first three (including the Operating Partnership3) between anniversaries of the Grant Date (each, a “Vesting Date,” and the Vesting Date, and third (ii3rd) the performance criteria on Exhibit A have been satisfied. To the extent only a portion anniversary of the performance criteria are satisfied on the Vesting Grant Date, the portion “Final Vesting Date”), subject to the Grantee’s continued employment with the Company (or a Company Affiliate) through the applicable Vesting Date. All shares of Stock issued pursuant to this Award after the Final Vesting Date shall be fully vested upon issuance. Except as provided in Sections 3(b) and 3(c) below, if at any time the Grantee shall cease to be an employee of the Company or a Company Affiliate for any reason (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of the Company or a Company Affiliate), then the Stock Units and shares of Stock issued pursuant to this Award LTIP Units for which the performance criteria are not satisfied that remain unvested at such time shall automatically and without notice or payment of any consideration immediately be forfeited by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitswithout consideration therefor. (b) Subject If the Grantee shall cease to the terms and conditions be an employee of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or a Company Affiliate (other than in circumstances where the Operating PartnershipGrantee immediately thereafter remains or becomes an employee of a Company Affiliate) in circumstances that constitute a Terminating Event, terminate, any then unvested Stock Units or shares of Stock issued pursuant to this Award will not be forfeited and such Stock Units or shares of Stock issued pursuant to this Award will be and become null and void and neither fully time-vested as of the Grantee nor any date of his or her successors, heirs, assigns, or personal representatives such Terminating Event. Any shares of Stock issued pursuant to this Award with respect to Stock Units that vested pursuant to this Section 3(b) will thereafter have any further rights or interests in the Award LTIP Unitsbe fully time-vested upon issuance. (c) The Administrator may, in its sole discretion, at any time accelerate In the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and event the Grantee shall determine whethercease to be an employee of the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) as a result of the Grantee’s change in status from an Employee to a Director or Consultant, and to what extentthen, any unvested Award LTIP Units held unless otherwise required by law, the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined continue to time-vest in any such severance then unvested Stock Units or employment agreement). In addition, upon a Change in Control, if the shares of Stock issued pursuant to this Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater Grantee’s continued service as a Director or Consultant, in which case, the Grantee ceasing to serve as a Director or Consultant will be treated in the same manner as Grantee ceasing to be an Employee of (i) actual performance through the closing date, Company or (ii) the target (maximum) performance levela Company Affiliate for purposes of this Agreement.

Vesting. (a) A. The Award LTIP Units Participant shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a non-forfeitable right to a portion of the performance criteria are satisfied Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the Vesting Datevesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award LTIP Units for which the performance criteria are not satisfied shall be automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be immediately forfeited and be and become null and void and neither the Grantee nor any of his or her successorsterminated, heirs, assigns, or personal representatives will thereafter have any further rights or interests except as otherwise provided in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP AgreementPlan. B. The Award will become eligible to vest upon achievement of each of three annual performance goals (the “Annual Performance Goals”), as adopted by the Committee in the first calendar quarter of each of the three years beginning on the first year in which the Award is granted and communicated. The calculation of the number of Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. Granted PSUs that become eligible to vest upon the achievement of each of the Annual Performance Goals are referred to as the “Eligible PSUs.” In the event and to the extent that the any of the Annual Performance Goals are not satisfied, such Granted PSUs connected to such unachieved Annual Performance Goals shall not become eligible to vest and shall be immediately forfeited. As specified in each of the Annual Performance Goals, in the event and to the extent that the Annual Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs will vest on the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Annual Performance Goals have been satisfied (the “Vesting Date”). C. Except as otherwise provided in the Plan, upon termination of the GranteeParticipant’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between with the Company and the Grantee shall determine whether, and to what extentits Affiliates for any reason, any unvested portion of the Award LTIP Units that is not then vested will immediately terminate, except as follows: (i) any portion of the Award held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested Participant immediately prior to the such Change in Control Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of (a) the date of death or Disability of the Participant or (b) the determination of the Eligible PSUs based on the greater achievement of (i) actual performance through the closing dateAnnual Performance Goals and the Committee’s approval, even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the target Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the Eligible PSUs based on the achievement of the Annual Performance Goals and the Committee’s approval for fifty percent (maximum50%) performance levelof the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall terminate at the commencement of business on the date of such termination.

Vesting. (a) The Award LTIP Units shall become vested as All of the close Stock Units and shares of business on Stock issued pursuant to this Award prior to the Vesting Date (as defined below) shall be subject to time-based vesting, with 100% of the Stock Units earned pursuant to this Award and the shares of Stock issued or issuable pursuant to this Award vesting on [_______] (the “Vesting Date”), subject to the Grantee’s continued employment with the Company (or a Company Affiliate) through such vesting date. All shares of Stock issued pursuant to this Award after the Vesting Date shall be fully vested upon issuance. Except as provided in Sections 3(b) and 3(c) below, if (i) at any time the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion shall cease to be an employee of the performance criteria are satisfied on Company or a Company Affiliate for any reason (other than in circumstances where the Vesting Date, the portion Grantee immediately thereafter remains or becomes an employee of the Company or a Company Affiliate), then the Stock Units and shares of Stock issued pursuant to this Award LTIP Units for which the performance criteria are not satisfied that remain unvested at such time shall automatically and without notice or payment of any consideration immediately be forfeited by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitswithout consideration therefor. (b) Subject If the Grantee shall cease to the terms and conditions be an employee of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or a Company Affiliate (other than in circumstances where the Operating PartnershipGrantee immediately thereafter remains or becomes an employee of a Company Affiliate) in circumstances that constitute a Terminating Event, terminate, any then unvested Stock Units or shares of Stock issued pursuant to this Award will not be forfeited and such Stock Units or shares of Stock issued pursuant to this Award will be and become null and void and neither fully time-vested as of the Grantee nor any date of his or her successors, heirs, assigns, or personal representatives such Terminating Event. Any shares of Stock issued pursuant to this Award with respect to Stock Units that vested pursuant to this Section 3(b) will thereafter have any further rights or interests in the Award LTIP Unitsbe fully time-vested upon issuance. (c) The In the event the Grantee shall cease to be an employee of the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) as a result of the Grantee’s change in status from an Employee to a Director or Consultant, then, unless otherwise required by law, the Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein on or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the date on which such Change change in Control status occurs, permit the Grantee to continue to time-vest in any then unvested Stock Units or shares of Stock issued pursuant to this Award based on the greater Grantee’s continued service as a Director or Consultant, in which case, unless otherwise provided by the Administrator, the Grantee ceasing to serve as a Director or Consultant will be treated in the same manner as Grantee ceasing to be an Employee of (i) actual performance through the closing date, Company or (ii) the target (maximum) performance levela Company Affiliate for purposes of this Agreement.

Vesting. (a) The Award LTIP Units shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement Agreement, the Shares shall vest in Participant as follows: the Shares shall vest ratably over a three-year period, with one-third of the Shares ( ) vesting on January 1, 2007; one-third of the Shares ( ) vesting on January 1, 2008, and the LP Agreement, upon termination balance or ( ) of the Grantee’s employmentShares vesting on January 1, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically 2009, if, and without notice or payment of any consideration only if, Participant remains continuously employed by the Company or from the Operating Partnershipdate hereof until each respective vesting date, terminate, and subject to the forfeiture provisions below. Vesting of the Shares shall be forfeited and be and become null and void and neither accelerated to an earlier date only under the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests following conditions: (a) in the Award LTIP Units.event of a Change in Control of Company (as defined in the attached Exhibit A), and provided that Participant remains continuously in the service of or employed the Company until the effective date of such Change in Control, all unvested Shares granted under this Agreement shall become immediately vested on the effective date of the Change in Control; (b) in the event that Participant’s employment by or service provision for the Company is terminated because Participant becomes in the service of a new owner of any business of the Company pursuant to a Change in Control event, and provided that Participant remains continuously employed by or in the service of the Company until the date of closing of the Change in Control event, all unvested Shares granted under this Agreement shall become immediately vested as of the last date of Participant’s service to or employment by the Company; or (c) The Administrator mayin the event that Participant’s service to the Company is involuntarily terminated by the Company without cause within one year following a Change in Control Event, and provided that Participant remains continuously in its sole discretionthe service of the Company until the date of such involuntary termination, at any time accelerate all unvested Shares granted under this Agreement shall become immediately vested as of the vesting last date of Award LTIP UnitsParticipant’s employment with or service for the Company. (d) Notwithstanding anything contained herein in the event that the Participant’s employment with or service to the Company terminates because of death or Disability or at the request of the Chief Executive Officer of the Company (other than for Cause) or of a U.S. government agency, all the Shares issuable under this award will vest on such termination. Except to the extent provided in the preceding sentence or unless specifically provided in this Agreement or in a side letter thereto, this award will not vest upon the LP Participant’s retirement. On the Vesting Date (or promptly thereafter), the Company will deliver to the Participant a certificate representing the Shares which have vested on such date. For purposes of this Agreement, the terms term “Disability” shall be defined as any condition which shall render the Participant incapable of any severance fulfilling his or employment agreement between the Company and the Grantee shall determine whetherher obligations hereunder because of injury or physical or mental illness, and to what extentsuch incapacity shall exist or reasonably may be expected, any unvested Award LTIP Units held upon the competent medical opinion of a doctor chosen by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events includingCompany, without limitation, in the event of for a termination of employment in connection with period exceeding 60 consecutive days or 120 nonconsecutive days within a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelsix-month period.

Vesting. (a) The Award LTIP Units Restricted Stock shall become vested vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as an employee of the close of business on Company during the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfiedCompensation Period. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment Subject to any applicable provisions of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee Recipient, which shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, control in the event of a any conflict between such employment agreement and this Agreement, if Recipient does not serve as an employee of the Company for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination of employment in connection with a Change in Control (as such term is defined in any such severance the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination of employment agreement)with the Company. In additionthe event that any shares of Restricted Stock are forfeited by Recipient pursuant to the terms of this Agreement, any employment agreement between Recipient and the Company, the Plan or otherwise, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of forfeiture (i) actual performance through Recipient agrees to promptly return to the closing dateCompany, or all stock certificate(s) evidencing the shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the target unvested shares of Restricted Stock shall be cancelled and returned to treasury, and the stock certificate(s) representing the unvested shares of Restricted Stock shall be cancelled (maximumbut only with respect to unvested shares Restricted Stock), and (iii) performance levelthe Company shall cause its transfer agent to issue to Recipient, a new stock certificate representing any vested shares of Restricted Stock to which Recipient is entitled as of the effective date of Recipient’s termination of employment or other event resulting in the forfeiture of unvested shares of Restricted Stock.

Vesting. (a) The Award LTIP Units Restricted Stock shall become vested as Vested Restricted Stock in four (4) annual and equal installments based on the Participant’s Continuous Service through January 1 of each of the close four years following the Date of business on the Vesting Date if Grant (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the each installment being a “Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied”). To the extent only a portion of the performance criteria are satisfied on the Vesting DateAccordingly, the portion of the Restricted Stock Award LTIP Units for which the performance criteria are not satisfied granted under this Agreement shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.vest as follows: (b) Subject to In the terms and conditions event that the Participant’s employment is terminated as a result of this Agreement and death or Disability, the LP Agreement, upon Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination employment and no portion of the Grantee’s employment) Restricted Stock shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsUnvested Restricted Stock. (c) In the event the Participant’s employment terminates as a result of the non-renewal by the Company of the Term of the Employment Agreement in effect on the Date of Grant (the “Current Term”), the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. In the event the Participant’s employment terminates as a result of the Company’s non-renewal of any subsequent renewal Term (a “Renewal Term”) of the Employment Agreement, the Participant shall vest in a pro-rata portion of the Restricted Stock determined based on the Participant’s date of termination of employment in accordance with Section 3(h) below. In the event the Participant’s employment terminates as a result of the non-renewal of the Term of the Employment Agreement by the Participant, whether at the end of the Current Term or any Renewal Term, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. The Administrator may, in its sole discretion, at any time accelerate shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the vesting of Award LTIP UnitsParticipant shall have no rights with respect to such Unvested Restricted Stock. (d) Notwithstanding anything contained herein In the event the Participant’s employment is terminated by the Company without Cause or if the Participant terminates his/her employment with Good Reason, the Participant shall vest in the LP Agreement, Restricted Stock with such vesting occurring as of the terms of any severance or employment agreement between day before the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in and no portion of the Restricted Stock shall be Unvested Restricted Stock. (e) In the event of a termination of employment in connection with a Change in Control (as such term there is defined in any such severance or employment agreement). In addition, upon a Change in Control, if as defined in the Award is not assumedPlan, converted or replaced by then the continuing entity, all Award LTIP Units which are not vested Participant shall be deemed to have vested immediately prior to vest in the Restricted Stock as of the effective date of any such Change in Control based Control. (f) Except as is provided in Section 9 of the Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock. (g) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (h) If the Participant is entitled to vest in a pro-rata portion of the Restricted Stock, the number of shares of Unvested Restricted Stock which vest (or additional shares which shall vest if some of the shares have already vested) shall be determined by multiplying the number of shares scheduled to vest on the greater next scheduled vesting following the date of (i) actual performance through termination of employment by a fraction, the closing datenumerator of which is the number of days elapsed between the January 1 preceding the date of the termination of employment and the date of termination of employment, or (ii) and the target (maximum) performance leveldenominator of which is 365.

Vesting. (a) The Award LTIP Units shall become vested as In the event of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Companytermination of Employee’s employment with Employer due to death under Section 1.4(a), or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfiedtermination of Employee’s employment with Employer due to disability under Section 1.4(b) or (iii) the termination of Employee’s employment by Employer without cause under Section 1.4(e), Employee shall immediately receive an additional twelve (12) months of vesting credit with respect to Employee’s stock options, stock appreciation rights, restricted stock and any other equity or equity-based compensation. To the extent only a portion of the performance criteria are satisfied The shares underlying any restricted stock units that become vested pursuant to this Section 1.5(d) shall be payable on the Vesting Datedate of Employee’s termination of employment. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 1.5(d) shall be exercisable immediately upon vesting, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited such stock options and be stock appreciation rights and become null and void and neither the Grantee nor any of his Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee’s termination of employment shall remain exercisable for 12 months following Employee’s termination of employment, provided that, if during such period Employee is under any trading restriction due to a lockup agreement or her successorsclosed trading window, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such period shall be tolled during the Award LTIP Units. (b) Subject to period of such trading restriction. In the event the terms and conditions of this Agreement and are contrary to or conflict with the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment terms of any consideration by the Company document or the Operating Partnershipagreement addressing Employee’s stock options, terminaterestricted stock, be forfeited and be and become null and void and neither the Grantee nor restricted stock units or any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreementother equity compensation, the terms of any severance or employment agreement between this Agreement shall govern and control; provided that, notwithstanding anything to the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitationcontrary herein, in no event shall any stock option or stock appreciation right continue to be exercisable after the event original expiration date of a termination of employment in connection with a Change in Control (as such term is defined in any such severance stock option or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelstock appreciation right.

Vesting. (a) The Award LTIP Units Restricted Stock shall become vested as follows: 33.3% of the close shares of business Restricted Stock shall vest on [the first anniversary date of the Grant Date]; 33.3% of the shares of Restricted Stock shall vest on [the second anniversary date of the Grant Date]; and 33.4% of the shares of Restricted Stock shall vest on [the third anniversary date of the Grant Date] (each, a “Vesting Date if (i) Date”); provided that the Grantee remains continuously employed by (i) the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) any direct or indirect parent of Springleaf Financial Holdings, LLC, (iii) any subsidiary of Springleaf Financial Holdings, LLC or (iv) any other entity controlled directly or indirectly by Springleaf Financial Holdings, LLC (as applicable, the performance criteria on Exhibit A have been satisfied. To “Employer”) through the extent only a portion of the performance criteria are satisfied on the applicable Vesting Date, . Any notice period following the portion of the Award LTIP Units for date on which the performance criteria are not satisfied shall automatically and without Grantee gave or received notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration employment shall be disregarded for purposes of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units.the Restricted Stock, and vesting shall cease on the date such notice was given or received. Notwithstanding the foregoing: (da) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination by the Employer of the Grantee’s employment without Cause (except for such termination which follows Disability, and it being understood that relocation of no more than thirty (30) miles shall in no event be considered a termination without Cause), the shares of Restricted Stock scheduled to vest on the next Vesting Date following such termination of employment shall immediately vest on the date of such termination of employment; provided, however, that all such shares of Restricted Stock shall be forfeited unless the Grantee (A) executes and delivers to the Company (and does not revoke) a separation and release agreement in connection a form satisfactory to the Company (a “Separation Agreement”) within sixty (60) days following such termination and continues to comply with a Change the Separation Agreement and (B) acknowledges that the remainder of the shares of Restricted Stock shall be forfeited; and (b) in Control (as such term is defined in any such severance the event of the death or employment agreement). In addition, upon a Change in Control, if Disability of the Award is not assumed, converted or replaced by the continuing entityGrantee, all Award LTIP Units which are not vested of the then unvested shares of Restricted Stock shall vest as of the date of such death or Disability; provided, however, that all such shares of Restricted Stock shall be deemed to have vested immediately prior forfeited unless that the Grantee (or the Grantee’s representative or estate, as applicable) executes and delivers to the such Change Company (and does not revoke) a Separation Agreement (or, in Control based on the greater event the Restricted Stock vests upon the Disability of the Grantee, a release of claims in a form satisfactory to the Company) within sixty (i60) actual performance through days following the closing datedate of the Grantee’s death or Disability, as applicable and continues to comply with the Separation Agreement or (ii) the target (maximum) performance levelrelease of claims, as applicable.

Vesting. The shares of Common Stock subject to this Stock Award are nonvested and nontransferable on the Date of Grant. The shares of Common Stock subject to this Stock Award shall become vested and transferable as provided in subparagraphs 2(a), 2(b) and 2(c). (a) The Subject to the Manager’s continued service to the Company and its Affiliates, one-third of the shares of Common Stock subject to this Stock Award LTIP Units shall become vested as and transferable on each of the close first, second and third anniversaries of business on the Vesting Date of Grant. If the vesting schedule described in the preceding sentence results in the vesting of a fractional share of Common Stock, such fractional share shall not be deemed vested pursuant to the vesting schedule but shall vest and become transferable when such fractional share and other fractional shares that would have become vested and transferable aggregate whole shares of Common Stock. (b) If the Manager’s service to the Company and its Affiliates terminates or is terminated for any reason, the shares of Common Stock subject to this Stock Award shall be forfeited to the extent they have not previously become vested and transferable. Notwithstanding the preceding sentence, if the Manager’s service to the Company and its Affiliates is terminated by the Company other than for Cause (i) as defined in the Grantee remains continuously employed Management Agreement), including non-renewal of the Management Agreement by the Company, or one of its Affiliates (including by the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion Manager pursuant to Section 15 of the performance criteria are satisfied on Management Agreement, then the Vesting Date, the portion shares of the Common Stock subject to this Stock Award LTIP Units for which the performance criteria are that have not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be previously vested and become null transferable shall be immediately vested and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitstransferable. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection In accordance with the occurrence Plan, shares of certain termination Common Stock subject to this Stock Award that have not previously vested and become transferable and that are outstanding on a Control Change Date, shall become immediately vested and transferable on the Control Change Date. Shares of employment events includingCommon Stock subject to this Stock Award that do not vest and become transferable in accordance with subparagraphs 2(a), without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested 2(b) and 2(c) shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelforfeited.

Vesting. (a) The Award LTIP Units shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date Subject to Sections 4 and the Vesting Date6 below, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject pursuant to the terms and conditions of this Agreement and the LP AgreementPlan (and as summarized on Exhibit A attached hereto), upon termination the Restricted Stock Units shall be eligible to vest and no longer be subject to Restrictions as of the Grantee’s employmentVesting Date to the extent that the MSCI Index Relative Performance goals set forth on Exhibit A attached hereto are satisfied for the Performance Period (as may be modified for Absolute Total Shareholder Return as set forth on Exhibit A) (each such term as defined below or on Exhibit A), any Award LTIP Units which have not yet then vested (after giving effect subject to any acceleration the || Awardee being an employee of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or an Affiliate thereof through the Operating PartnershipVesting Date. As soon as reasonably practicable following the end of the Performance Period (but in no event later than sixty (60) days after the end of the Performance Period), terminatethe Committee shall determine (such date of determination by the Committee, the “Vesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage, the Absolute Total Shareholder Return and the number of Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (with any fractional Restricted Stock Unit rounded as determined by the Company). Any Restricted Stock Units subject hereto that have not become vested and no longer subject to Restrictions as of the Vesting Date for any reason shall immediately be forfeited and be and become null and void and neither the Grantee nor any as of his or her successorssuch date without consideration therefor, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee Awardee shall determine whether, and have no further right or interest in or with respect to what extent, any unvested Award LTIP Units held by such Restricted Stock Units. Notwithstanding the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitationforegoing, in the event of a termination of employment in connection with that a Change of Control occurs prior to the end of the Performance Period and the Awardee remains in Control (as such term is defined in any such severance continued employment with the Company or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested an Affiliate thereof until at least immediately prior to the Change of Control, a number of Restricted Stock Units equal to the product of (x) the number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period is attained at Target Level (as set forth on Exhibit A) (with any fractional Restricted Stock Unit rounded as determined by the Company) shall automatically become fully vested and no longer subject to Restrictions as of the date of such Change in Control based on of Control. For purposes of this Agreement, the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance level.following terms shall have their respective meanings set forth below:

Vesting. (a) The Award LTIP Units shall become vested as RSUs ultimately earned by the Employee will vest on the first trading day in April of the close of business on third year after the Vesting Date if grant date (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the “Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied”). To the extent only a portion of the performance criteria are satisfied on Upon the Vesting Date, the portion RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Award LTIP Units for which Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria are not satisfied shall automatically criteria. Notwithstanding the foregoing, the RSUs will vest and without notice or payment will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any consideration by of the Company or following events: (a) the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.Employee’s death; (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.Employee's Disability; (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such term is defined in any such severance or employment agreementsuch, the Employee’s Award shall not vest and be settled under this Section 1(c). In additionFor purposes herein, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested successor corporation shall be deemed to have vested immediately prior to assumed the such Awards that remain outstanding under the Plan as of the effective date of the Change in Control based on the greater of if and only if such Awards are either (i) actual performance through assumed or continued by the closing datesuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target (maximum) performance levelaward amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or after attaining age 62 and 5 Years of Service.

Vesting. (a) The Award LTIP Units shall become vested as of If the close of business on the Vesting Date if (i) the Grantee Employee remains continuously employed by the Company, or one of its Affiliates (including during the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment continuance of any consideration leave of absence as approved by the Company or an Affiliate) by the Operating PartnershipCompany or an Affiliate, terminate, be forfeited and be and become null and void and neither then the Grantee nor any of his or her successors, heirs, assigns, or personal representatives Restricted Shares will thereafter have any further rights or interests vest in the Award LTIP Unitsnumbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. (b) Subject If the Employee’s employment by the Company or an Affiliate terminates because of the Employee’s death or long-term disability (as defined in the Company’s long-term disability plan, a “Disability”), then the unvested Restricted Shares will immediately vest in full. (c) If the Employee’s employment by the Company or an Affiliate terminates as a result of a Severance Event (as defined in the Company’s Severance Plan and as determined in the sole discretion of the Company), then the unvested Restricted Shares will, as determined by the Committee and set forth in writing in a severance agreement, continue to vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement, so long as the * Unless the context indicates otherwise, terms that are not defined in this Agreement shall have the meaning set forth in the Plan. Employee complies with the terms and conditions of this Agreement the Severance Plan and the LP Agreementapplicable severance agreement, upon termination including execution of a general release of all claims against the Grantee’s employmentCompany and any designated Affiliates and their respective agents, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration on a form provided by the Company or for this purpose and within the Operating Partnershiptimeframe designated by the Company, terminate, be forfeited that becomes effective and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Unitsenforceable. (d) Notwithstanding anything contained herein If the Employee’s employment with the Company or an Affiliate terminates for any reason other than for Cause (as defined below) or due to the Employee’s death, Disability or as a result of a Severance Event (as set forth in paragraphs 2(b)-(c), above), then the LP Restricted Shares shall cease vesting and be forfeited in accordance with Section 4 of this Agreement, unless, at or around the terms time of any severance or employment agreement between such termination, the Company and Employee voluntarily elects to sign a Post-Termination Agreement with the Grantee shall determine whetherCompany, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection thereafter complies with the occurrence of certain termination of employment events including, without limitation, in Employee’s obligations under such agreement including the event of a termination of employment in connection with a Change in Control (as such term is defined obligation to refrain from engaging in any such severance or employment agreement)Post-Termination Restricted Activities. In addition, upon a Change in Control, if “Post-Termination Restricted Activities” include each of the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance level.following:

Vesting. (a) This award of Restricted Stock shall vest [vesting schedule varies by award]. The Award LTIP Units restrictions set forth in this paragraph shall become vested as apply to Restricted Stock until the Restricted Stock vests. Subject to the provisions of this Restricted Stock Agreement, the grant of Restricted Stock may not be revoked. The Employee shall not have a beneficial ownership interest in, or any of the close rights and privileges of business a stockholder as to, such Restricted Stock, including the right to receive dividends and the right to vote such Restricted Stock until such Restricted Stock vests in accordance with the terms of this Restricted Stock Agreement. An account established by the Company on behalf of the Employee shall be credited with the amount of all dividends that would have been paid on the Vesting Date shares of Restricted Stock if such shares were actually held by the Employee (“Dividend Equivalents”). Notwithstanding the foregoing, the Employee shall not be entitled to delivery of the stock certificate or Dividend Equivalents on the Restricted Stock until the shares have vested; the Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until vested; all of the unvested Restricted Stock shall be forfeited and all rights of the Employee to such unvested Restricted Stock shall terminate without further obligation on the part of the Company under the circumstances set forth in the next paragraph; and all unvested Restricted Stock shall vest under the circumstances set forth in the next paragraph. Any unvested portion of the award of Restricted Stock will become fully earned, vested and distributable in the event a Employee dies or becomes permanently and totally disabled. In order to earn and vest in the award of Restricted Stock, the Employee must at the time of vesting either (i) remain employed as an active, regular, full-time employee through the Grantee remains continuously employed by the Companyvesting date, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) have retired at age 55 or older; (iii) qualify for severance under the performance criteria on Exhibit A XXXXXX X. XXXXXXXXX & CO. XXXXXXXXX PAY PLAN, or (iv) have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration terminated by the Company for any reason other than for cause. Termination “for cause” shall include a termination based on management’s determination that the Employee has: • Committed any dishonest or fraudulent act to the Operating Partnership, terminate, be forfeited and be and become null and void and neither detriment of the Grantee nor Company; • Been convicted of any of felony or crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject duties to the terms and conditions expectation of this Agreement and management; • Violated any policy or procedure established by management; or • Lost any professional licenses required for the LP Agreement, upon termination performance of the GranteeEmployee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitsduties. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance level.

Vesting. (a) The Award LTIP Units Restricted Stock shall become vested as of the close of business Vested Restricted Stock on _____________, based on the Vesting Date if Participant’s Continuous Service through _____________ (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the “Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units”). (b) Subject to In the terms and conditions event that Participant’s employment is terminated as a result of this Agreement and death or Disability, Participant shall vest in the LP Agreement, upon Restricted Stock with such vesting occurring as of the day before the termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination employment and no portion of the Grantee’s employment) Restricted Stock shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsUnvested Restricted Stock. (c) In the event the Participant’s employment terminates as a result of the non-renewal by the Company of the Term of the Employment Agreement in effect on the Date of Grant (the “Current Term”), Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. In the event the Participant’s employment terminates as a result of the Company’s non-renewal of any subsequent renewal Term (a “Renewal Term”) of the Employment Agreement, Participant shall vest in a pro-rata portion of the Restricted Stock determined based on the Participant’s date of termination of employment in accordance with Section 3(h) below. In the event the Participant’s employment terminates as a result of the non-renewal of the Term of the Employment Agreement by the Participant, whether at the end of the Current Term or any Renewal Term, all Unvested Restricted Stock shall immediately and without notice be forfeited and Participant shall have no rights with respect to such Unvested Restricted Stock. The Administrator may, in its sole discretion, at any time accelerate the vesting shares of Award LTIP UnitsUnvested Restricted Stock which do not vest shall immediately and without notice be forfeited and Participant shall have no rights with respect to such Unvested Restricted Stock. (d) Notwithstanding anything contained herein In the event Participant’s employment is terminated by the Company without Cause or if Participant terminates his/her employment with Good Reason, Participant shall vest in the LP Agreement, Restricted Stock with such vesting occurring as of the terms of any severance or employment agreement between day before the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in and no portion of the Restricted Stock shall be Unvested Restricted Stock. (e) In the event of a termination of employment in connection with a Change in Control (as such term there is defined in any such severance or employment agreement). In addition, upon a Change in Control, if as defined in the Award is not assumedPlan, converted or replaced by then Participant shall vest in the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to Restricted Stock as of the effective date of any such Change in Control based on Control. (f) Except as is provided in Section 9 of the greater Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock. (ig) actual performance through In the closing dateevent Participant’s employment is terminated for Cause or if Participant terminates his/her employment without Good Reason, or all Unvested Restricted Stock shall immediately and without notice be forfeited and Participant shall have no rights with respect to such Unvested Restricted Stock. (iih) If the target (maximum) performance levelParticipant is entitled to vest in a pro-rata portion of the Restricted Stock, the number of shares of Unvested Restricted Stock which vest shall be determined by multiplying the number of shares of Restricted Stock by a fraction, the numerator of which is the number of days elapsed between _____________, and the date of termination of employment, and the denominator of which is _________.

Vesting. (a) The Award LTIP Units Restricted Shares granted hereunder shall become vested as of in accordance with the close of business on the Vesting Date following cumulative vesting schedule if (i) the Grantee remains continuously continues to be employed by the Company, Company (or one of its Affiliates (including the Operating Partnershipa Subsidiary thereof) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of indicated date: One Year from the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment Date One Third of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in Restricted Shares granted hereunder Two Years from the Award LTIP Units.Date One Third of Restricted Shares granted hereunder Three Years from the Award Date One Third of Restricted Shares granted hereunder (b) Subject to any contractual rights governing Grantee’s employment with the terms and conditions Company, Grantee’s employment with the Company may be terminated by the Grantee’s resignation or by Company with or without cause, as a result of this Agreement and the LP AgreementDeath, upon termination Disability, or Retirement of the Grantee’s employment, . Grantee shall be vested in the Restricted Shares in which Grantee is vested upon the date of any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such the foregoing events causing the termination of the Grantee’s employment) shall automatically employment with Company (and without notice or payment all of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsCompany’s Subsidiaries). (c) The Administrator mayNotwithstanding the foregoing, the Grantee shall become immediately and fully vested in its sole discretionall Restricted Shares upon the occurrence of a Change of Control, at any time accelerate provided Grantee is an employee of the vesting Company (or a Subsidiary) on the date of Award LTIP Unitsthe Change of Control. (d) Notwithstanding anything contained herein or In addition to the forfeiture rights provided in Section 3(b), if at any time the LP AgreementGrantee engages in any “Contrary Activities” (as defined below), then the terms of any severance or employment agreement between unvested Restricted Shares shall be forfeited to the Company and effective as of the date on which the Grantee shall determine whetherentered into the Contrary Activities, and to what extent, any unvested unless terminated sooner by operation of another term or condition of this Award LTIP Units held by Agreement or the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelPlan.

Vesting. (a) The An Award LTIP Units shall become vested Vested only upon the Vesting Dates described in this Section 3, except as otherwise provided herein or determined by the Company in its sole discretion. No portion of the close of business any Award shall become Vested on the Vesting Date if (i) unless the Grantee remains continuously employed by the CompanyDirector is then, or one of its Affiliates (including the Operating Partnership) between and since the Grant Date and the Vesting Datehas continuously been, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion Director of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsCompany. (b) Subject to subsections (c), (d) and (e), below, an Award shall become Vested based on the terms and conditions following schedule. Vesting Date Percentage Vested on Anniversary Date First Anniversary of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.Grant Date 100% (c) The Administrator mayUpon the occurrence of a Change in Control, an Award shall become 100% Vested, such shares to be distributed immediately prior to or coincident with the Change in its sole discretion, at any time accelerate the vesting of Award LTIP UnitsControl. (d) Notwithstanding anything contained herein Section 3(b), if the service of the Director terminates by reason of death or in disability (within the LP Agreementmeaning of Section 22(e)(3) of the Internal Revenue Code), the terms length of any severance or employment agreement between the Company and Director's service shall be deemed to be six months longer than the Grantee actual length; provided, however, that in no event shall determine whether, and such deemed time extension serve to what extent, any unvested Award LTIP increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitationwhich have been awarded hereunder. (e) Notwithstanding Section 3(b), in the event that the Director has completed the full term of service as a termination Director for which he or she was elected at an Annual Meeting of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In additionStockholders of the Company, upon a Change in Control, if the Award but is not assumed, converted standing for re-election to a subsequent term as a Director at the Annual Meeting of Stockholders of the Company at which he or replaced by she would otherwise have been re-elected (the continuing entity"Retirement Meeting"), all Award LTIP shares which are scheduled to vest subsequent to the Retirement Meeting but within the same fiscal quarter in which the Retirement Meeting is held shall become Vested shares as of the date immediately preceding such Retirement Meeting; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested Shares to more than the number of shares of Common Stock as equals that number of Units which are not vested shall be deemed to have vested immediately been awarded hereunder. (f) In the event that the Director's tenure as a member of the Company's Board of Directors terminates prior to a Vesting Date for any reason other than as set forth in this Section 3, including without limitation termination by the such Change in Control based on Company or the greater Company Group, any portion of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelAward that has not then become Vested will be forfeited automatically.

Vesting. (a) The Award LTIP Units shall become vested as All of the close Stock Units and shares of business on Stock issued pursuant to this Award prior to the Final Vesting Date if (ias defined below) shall be subject to time-based vesting, with one-third (1/3) of the Grantee remains continuously employed by Stock Units earned pursuant to this Award and the Company, shares of Stock issued or one issuable pursuant to this Award vesting on each of its Affiliates the first three (including the Operating Partnership3) between anniversaries of the Grant Date (each, a “Vesting Date,” and the Vesting Date, and third (ii3rd) the performance criteria on Exhibit A have been satisfied. To the extent only a portion anniversary of the performance criteria are satisfied on the Vesting Grant Date, the portion “Final Vesting Date”), subject to the Grantee’s Continuous Service with the Company (or a Company Affiliate) through the applicable Vesting Date. All shares of Stock issued pursuant to Section 2(b) of this Award after the Final Vesting Date shall be fully vested upon issuance. Except as provided in Sections 3(b) and 3(c) below, if at any time the Grantee’s Continuous Service terminates for any reason, then the Stock Units and shares of Stock issued pursuant to this Award LTIP Units for which the performance criteria are not satisfied that remain unvested at such time shall automatically and without notice or payment of any consideration immediately be forfeited by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitswithout consideration therefor. (b) Subject If the Grantee’s Continuous Service terminates in circumstances that constitute a Terminating Event, any then unvested Stock Units or shares of Stock issued pursuant to this Award will not be forfeited and such Stock Units or shares of Stock issued pursuant to this Award will be fully time-vested as of the terms and conditions date of this Agreement and such Terminating Event (or, in the LP Agreement, upon termination event such Terminating Event occurs as a result of the Grantee’s employmentQualified Termination prior to a Change in Control, any on the date of such Change in Control) (which shall be considered a “Vesting Date” for purposes of this Agreement). Any shares of Stock issued pursuant to Section 2(b) of this Award LTIP with respect to Stock Units which have not yet then that vested (after giving effect pursuant to any acceleration of vesting this Section 3(b) will be fully time-vested upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitsissuance. (c) The Administrator mayIn the event of the Grantee’s change in status from Employee, in its sole discretionDirector or Consultant to any other status of Employee, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein Director or in the LP AgreementConsultant, the terms of any severance or employment agreement between the Company and then, unless otherwise required by law, the Grantee shall determine whether, and continue to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined time-vest in any such severance then unvested Stock Units or employment agreement). In addition, upon a Change in Control, if the shares of Stock issued pursuant to this Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelGrantee’s Continuous Service.

Vesting. (a) The Award LTIP Units shall become vested as of If the close of business on the Vesting Date if (i) the Grantee Employee remains continuously employed by the Company, or one of its Affiliates (including during the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment continuance of any consideration leave of absence approved by the Company or an Affiliate) by the Operating PartnershipCompany or an Affiliate, terminate, be forfeited and be and become null and void and neither then the Grantee nor any of his or her successors, heirs, assigns, or personal representatives Restricted Shares will thereafter have any further rights or interests vest in the Award LTIP Unitsnumbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. (b) Subject to If the terms and conditions of this Agreement and the LP Agreement, upon termination of the GranteeEmployee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration employment by the Company or an Affiliate terminates because of the Operating PartnershipEmployee’s death (or if the Employee dies within 90 days after termination of employment for any reason other than for Cause (as defined below)), terminate, be forfeited and be and become null and void and neither then the Grantee nor any of his or her successors, heirs, assigns, or personal representatives unvested Restricted Shares will thereafter have any further rights or interests immediately vest in the Award LTIP Unitsfull. (c) The Administrator mayIf the Employee’s employment with the Company or an Affiliate terminates for any reason, other than for Cause (as defined below) or because of the Employee’s death, then *Unless the context indicates otherwise, terms that are not defined in this Agreement shall have the meaning set forth in the Plan. the Restricted Shares shall continue to vest in accordance with the Vesting Schedule set forth above; provided, however, that any remaining Restricted Shares which do not become vested will immediately be forfeited in accordance with Section 4 of this Agreement if the Employee does any of the following after such termination: (i) uses, discloses or misappropriates any Company-Related Information (as defined below) unless the Company or an Affiliate consents otherwise in writing. “Company-Related Information” means any confidential or secret knowledge or information of the Company or an Affiliate that the Employee has acquired or become acquainted with during the Employee’s employment with the Company or an Affiliate, including, without limitation, any confidential customer list, confidential business information, confidential materials relating to the practices or procedures of the Company or an Affiliate, or any other proprietary information of the Company or an Affiliate; provided, however that Company-Related Information shall not include any knowledge or information that is now published or which subsequently becomes generally publicly known in the form in which it was obtained from the Company or an Affiliate, other than as a direct or indirect result of the Employee’s disclosure in contradiction of this Section 2(c); (ii) without the prior written consent of the Company or an Affiliate, directly or indirectly, owns, manages, operates, controls or participates in the ownership, management, operation or control of, or becomes connected as an officer, employee, partner, director, consultant, independent contractor or otherwise with, or has any financial interest or other pecuniary interest in, any Competing Business (as defined below). A “Competing Business” means any corporation, partnership, limited liability company or other business association, organization or entity or person of any kind whatsoever that (i) competes or plans to compete with the Company or any Affiliate in any line of business or (ii) otherwise offers any type of securities, investment or other financial products or services as a principal part of its sole discretionbusiness, regardless of whether such products or services are currently offered, or proposed to be offered, by the Company or any Affiliate. Notwithstanding the foregoing, ownership, for passive personal investment purposes only, of less than 5% of the voting stock of any publicly held corporation shall not by itself result in forfeiture of the Restricted Shares; (iii) without the prior written consent of the Company or an Affiliate, accepts a position as an officer, employee, partner, consultant or independent contractor with any corporation, partnership, limited liability company or other business association, organization or entity or person of any kind whatsoever (regardless of whether such position is with a Competing Business) if such position involves duties, responsibilities or expertise similar to that of the Employee’s position of employment with the Company or an Affiliate at the time of the Employee’s termination of such employment; (iv) directly or indirectly, on behalf of the Employee or any time accelerate other person (including a Competing Business), solicits for employment in a Competing Business any person who was employed by the vesting Company or an Affiliate within three years prior to the date of Award LTIP Unitsthe Employee’s termination of employment; or (v) directly or indirectly, on behalf of the Employee or any other person (including a Competing Business), solicits any customers, clients or accounts of the Company or any Affiliate or otherwise seeks to divert such customers, clients or accounts away from the Company or any Affiliate. (d) Notwithstanding anything contained herein or in any other provisions of this Agreement to the LP Agreementcontrary, the terms of Committee may in its sole discretion, declare at any severance or employment agreement between time that the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing dateRestricted Shares, or (ii) the target (maximum) performance levelany portion thereof, shall vest immediately.

Vesting. (a) The Award LTIP Units Subject to the Director’s continued service on the Board of Directors of the Company, except as otherwise provided below, 100% of the RSUs shall become vest on the earlier of the first anniversary of the Date of Grant and the date of the next annual general meeting of shareholders of the Company after the Date of Grant (the “Vesting Date”). (b) Except as set forth in Section 2(c) below, if the Director’s service on the Board of Directors of the Company is terminated for any reason prior to the Vesting Date, then all rights of the Director with respect to RSUs that have not vested as of the close date of business termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Director of any provision of the Plan or this RSU Agreement, the RSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Director shall be required to return to the Company the shares of Common Stock in respect of vested RSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested RSUs as of the date of the Director’s termination of service on the Vesting Date if (iCompany’s Board of Directors. Any such unvested RSUs terminated pursuant to this Section 2(b) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and be forfeited without notice or payment of any consideration by the Company or the Operating Partnershipconsideration, terminate, be forfeited and be and become null and void and neither the Grantee Director nor any of his or her the Director’s successors, heirs, assigns, or personal representatives will shall thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitsunvested RSUs. (c) The Administrator mayIf the Director’s service on the Board of Directors of the Company is terminated in connection with a Change of Control, then all unvested RSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination in its sole discretionaccordance with Section 3 below. Subject, and in addition, to the foregoing, if the Director’s service on the Company’s Board of Directors is terminated due to the Director’s death, or at any time accelerate the vesting request of Award LTIP Unitsthe Company’s Board of Directors (and not under circumstances where the Director is a Bad Leaver), then the RSUs shall immediately become vested and shall be settled as soon as practicable after the date of such termination. (d) Notwithstanding anything contained herein or in For the LP purposes of this RSU Agreement, and notwithstanding any provision of the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior Plan to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance level.contrary:

Vesting. (a) A. The Award LTIP Units Participant shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a nonforfeitable right to a portion of the performance criteria are satisfied Award (such portion, the vested portion) only upon the dates described on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the Vesting Datevesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award LTIP Units shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the PU goals (“Performance Goals”), as adopted by the Compensation and Management Development Committee (the “CMDC”) in February of the year in which the Award was granted and communicated. The calculation of the number of PUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”) which is also found on your Fidelity stock plan account. PUs that become eligible to vest are referred to as the “Eligible PUs.” In the event and to the extent that the Performance Goals are not satisfied, such Granted PUs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of PUs will become eligible to vest. In no event shall the number of Eligible PUs exceed 200% of the number of Granted PUs. Eligible PUs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible PUs shall vest on the later of one year from the Grant Date or the date of CMDC determination of the degree to which the performance criteria are not set forth above have been satisfied (the “Initial Vesting Date”) ; an additional one-third of the Eligible PUs shall automatically vest on the first anniversary of the Initial Vesting Date; and without notice or payment an additional one-third of any consideration by the Company or Eligible PUs shall vest on the Operating Partnership, terminate, be forfeited and be and become null and void and neither second anniversary of the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests Initial Vesting Date. C. Except as otherwise provided in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP AgreementPlan, upon termination of the GranteeParticipant’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between with the Company and the Grantee shall determine whether, and to what extentits Affiliates for any reason, any unvested portion of the Award LTIP Units that is not then vested will immediately terminate, except as follows: (1) any portion of the Award held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested Participant immediately prior to the such Change in Control Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of the date of death or Disability or determination of the Eligible PUs based on the greater performance criteria set forth above and CMDC approval, even if such determination occurs following the date of death or Disability; and (i2) actual any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the Eligible PUs based on the performance through criteria set forth above and CMDC approval for fifty percent (50%) of the closing datenumber of Eligible PUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PUs of the Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service with the Company or (ii) its Affiliates, but not including any termination For Cause or any termination for insufficient performance, as determined by the target (maximum) performance levelCompany and its Affiliates. D. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall terminate at the commencement of business on the date of such termination.

Vesting. (a) The Award LTIP Units shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination all of the Grantee’s employmentRestricted Stock Units awarded hereunder to Employee shall vest and become the right to receive Common Stock, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration in their entirety, on the third anniversary of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration this Agreement, if Employee remains continuously employed by the Company until such date. If the Employee is terminated, whether voluntarily or involuntarily, prior to vesting of any Restricted Stock Units, any units remaining unvested as of the Operating Partnership, terminate, date of termination will be forfeited and be the Employee will retain no rights with respect to the forfeited units. (b) Notwithstanding the vesting provisions contained in Section 3(a) above, but subject to the other terms and become null and void and neither conditions set forth herein, if Employee has been continuously employed by the Grantee nor any Company until the date of his or her successorsa Change In Control of the Company, heirs, assigns, or personal representatives will thereafter have any further rights or interests in all of the Award LTIP UnitsRestricted Stock Units shall immediately vest on the date of such Change In Control. (c) The Administrator mayIn the event of the disability (as described in Section 4.2 of the Employment Agreement), termination without Cause or death of Employee, if Employee has been continuously employed by the Company until the date of such disability, termination or death, Employee or his estate shall become immediately vested, as of the date of such disability, termination or death, in its sole discretion, at any time accelerate a pro rata portion of the vesting Restricted Stock Units determined by multiplying (i) the total number of Award LTIP UnitsRestricted Stock Units by (ii) a fraction of which (A) the numerator shall be the number of full Months during which Employee was an employee after the date hereof and (B) the denominator shall be thirty six (36). (d) Notwithstanding anything contained herein or Except as provided in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreementSection 3(c). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall Employee ceases to be deemed to have vested immediately an employee for any reason prior to the such Change in Control based vesting of the Restricted Stock Units pursuant to Sections 3(a) and 3(b) hereof, Employee’s rights to all of the Restricted Stock Units (the underlying right to receive Common Stock) not vested on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance leveldate that Employee ceases to be an employee shall be immediately and irrevocably forfeited.

Vesting. (a) The Award LTIP Units shall become vested as RSUs ultimately earned by the Employee will vest on the first trading day in April of the close of business on third year after the Vesting Date if grant date (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the “Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied”). To the extent only a portion of the performance criteria are satisfied on Upon the Vesting Date, the portion RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Award LTIP Units for which Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria are not satisfied shall automatically criteria. Notwithstanding the foregoing, the RSUs will vest and without notice or payment will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any consideration by of the Company or following events: (a) the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.Employee’s death; (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.Employee's Disability; (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such term is defined in any such severance or employment agreementsuch, the Employee’s Award shall not vest and be settled under this Section 1(c). In additionFor purposes herein, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested successor corporation shall be deemed to have vested immediately prior to assumed the such Awards that remain outstanding under the Plan as of the effective date of the Change in Control based on the greater of if and only if such Awards are either (i) actual performance through assumed or continued by the closing datesuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target (maximum) performance levelaward amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or after attaining age 62 and 10 Years of Service.

Vesting. (a) The Your Award LTIP Units Shares shall become vested be subject to the forfeiture and vesting provisions marked with an [X] below: i. x All of the Award Shares are nonvested and forfeitable as of the close Grant Date. So long as your Service with the Company or an Affiliate of business the Company continues through the applicable date upon which vesting is scheduled to occur, one-third of the Award Shares will vest and become nonforfeitable on each anniversary of the Grant Date, such that 100% of the Award Shares will be vested and nonforfeitable on the Vesting Date if (i) third anniversary of the Grantee remains continuously employed by Grant Date. None of the Company, or one of Award Shares will become vested and nonforfeitable after your Service with the Company and its Affiliates (including ceases unless this Agreement provides to the Operating Partnership) between contrary. ii. ¨ All of the Award Shares are nonvested and forfeitable as of the Grant Date Date. So long as your Service with the Company or an Affiliate of the Company continues through the applicable date upon which vesting is scheduled to occur, __% of the Award Shares will vest and become nonforfeitable on the Vesting __ year anniversary of the Grant Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion remaining __% of the performance criteria Award Shares will vest and become nonforfeitable on the __ year anniversary of the Grant Date. None of the Award Shares will become vested and nonforfeitable after your Service with the Company and its Affiliates ceases unless this Agreement provides to the contrary. iii. ¨ All of the Award Shares are satisfied nonvested and forfeitable as of the Grant Date. So long as your Service with the Company or an Affiliate of the Company continues through _______________________, _____ (the “Vesting Date”), all of your Award Shares will vest and become nonforfeitable on the Vesting Date, the portion . None of the Award LTIP Units for which the performance criteria are not satisfied shall automatically Shares will become vested and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (nonforfeitable after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between your Service with the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior its Affiliates ceases unless this Agreement provides to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelcontrary.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. The Tranche A Shares shall vest as follows: i. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. ii. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. iii. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. iv. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. b. The Tranche B Shares shall vest as follows: i. Fifty percent (a50%) The Award LTIP Units of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by the Company or a Subsidiary on that date. ii. Fifty percent (50%) of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by the Company or a Subsidiary on that date. c. Notwithstanding the foregoing, if a Public Offering shall have been consummated, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the close of business on Participant’s death while performing his duties and responsibilities for the Vesting Date if (i) Company. If a Public Offering shall have been consummated, in the Grantee remains continuously employed by event the Participant’s death occurs other than while performing his duties and responsibilities for the Company, or one in the event of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion Termination of Service as a result of the performance criteria are satisfied on Participant’s Total and Permanent Disability, a Termination of Service by the Vesting Date, Participant for Good Reason (as defined in the portion Employment Agreement) or a Termination of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration Service by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests without Cause (as defined in the Award LTIP Units. (b) Subject to Employment Agreement), the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator Board may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein all or in any portion of the LP AgreementAwarded Shares not previously vested based on the Participant’s time and performance and other factors, as the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in Board may deem appropriate. In the event of a termination of employment in connection with that a Change in Control (as occurs in which the surviving entity, if any, does not assume the obligations of this Award, then immediately prior to the effective date of such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is all Awarded Shares not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not previously vested shall be deemed to have vested thereupon immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelbecome fully vested.

Vesting. (a) The Each Award LTIP Units of Restricted Shares to an Employee shall become fully vested, in the discretion of the Committee, over a period no shorter than three years from the date of grant, as specified in the Award Agreement, except that Restricted Shares granted to a new Employee in the fiscal year of the Company in which his or her Service first commences may become vested more quickly, but over a period no shorter than one year from the date of grant. Vesting shall occur, at once or in installments, upon satisfaction of the conditions specified in the Award Agreement. If the conditions on vesting have not been satisfied as of the close Employee’s termination of business on employment, the Vesting Date if (i) unvested Shares shall be forfeited, provided that an Award Agreement may provide for accelerated vesting in the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion event of the performance criteria are satisfied on the Vesting DateEmployee’s death, the portion of the Award LTIP Units for which the performance criteria are not satisfied Disability or Retirement or other events. Restricted Shares shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and immediately become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control unless the Shares vest on the basis of the performance of the Company, a Subsidiary or a business unit, in which case the provisions of Section 12 shall control, or the acquiring or surviving corporation or its parent or subsidiary assumes the outstanding Restricted Shares or substitutes its own stock for the outstanding Restricted Shares or the outstanding Restricted Shares are converted into stock of the surviving corporation or its parent or subsidiary. If the acquiring or surviving corporation or its parent or subsidiary assumes the outstanding Restricted Shares or substitutes its own stock for the Restricted Stock, a Participant’s assumed or substituted Shares shall become fully vested in the event the Participant’s service with the Company or the acquiring or surviving corporation (as such term or with any of their respective parent or subsidiary corporations) is defined in any such severance or employment agreement). In addition, upon a terminated involuntarily without Cause within 24 months after the Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested . The vesting requirements of Restricted Shares granted to Outside Directors shall be deemed subject to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelSection 15(b).

Vesting. (a) A. The Award LTIP Units Participant shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a nonforfeitable right to a portion of the performance criteria are satisfied Award (such portion, the vested portion) only upon the dates posted on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the Vesting Datevesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award LTIP Units for which the performance criteria are not satisfied shall be automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be immediately forfeited and be and become null and void and neither the Grantee nor any of his or her successorsterminated, heirs, assigns, or personal representatives will thereafter have any further rights or interests except as otherwise provided in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP AgreementPlan. B. The Award will become vested [vesting increments to be determined at date of grant] of the Grant Date (the “Vesting Period”). C. Except as otherwise provided in the Plan, upon termination of the GranteeParticipant’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between with the Company and the Grantee shall determine whether, and to what extentits Affiliates for any reason, any unvested portion of the Award LTIP Units that is not then vested will promptly terminate, except as follows: (1) any portion of the Award held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the Participant’s death or Disability; and (2) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested for fifty percent (50%) of the number of shares covered by such Change in Control based unvested portion and for an additional ten percent (10%) of the number of shares covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested portion of the Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service with the Company or its Affiliates, but not including any termination For Cause or any termination for insufficient performance, as determined by the Company and its Affiliates. D. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall terminate at the commencement of business on the greater date of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelsuch termination.

Vesting. (a) The Award LTIP Units Except as set forth in subsections (b) and (c) below, the Restricted Stock shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) as of follows if the close of business on the Vesting Date if (i) the Grantee remains Participant has been continuously employed by the Company, Company until such date: There shall be no proportionate or one of its Affiliates (including partial vesting in the Operating Partnership) between periods prior to the Grant Date applicable vesting dates and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent all vesting shall occur only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitsappropriate vesting date. (b) Subject Upon the death or Disability of the Participant, all unvested shares of the Restricted Stock shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsPlan). (c) The Administrator mayIn the event of the Participant’s Termination due to a termination by the Company without Cause or the Participant’s resignation for Good Reason, in its sole discretion, at any time accelerate the vesting lesser of Award LTIP Units(i) [ ] shares of the Restricted Stock or (ii) all of the remaining unvested shares of Restricted Stock shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in In the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested Restricted Stock shall be deemed to have vested treated in accordance with Section 12.1 of the Plan; provided that, (i) immediately prior to the Change in Control, the Committee may determine that the Restricted Stock will not be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan, and immediately prior to the Change in Control, the Restricted Stock shall become fully vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) and (ii) in the event of the Participant’s Termination by the Company without Cause within 24 months after such Change in Control based on Control, the greater Restricted Stock shall become fully vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). (ie) actual performance through Any shares of Restricted Stock that remain unvested at the closing date, or (ii) time of the target (maximum) performance levelParticipant’s Termination shall be forfeited.

Vesting. (a) The Subject to the limitations contained herein, the Award LTIP Units shall become vested as vest over four years such that 25% of the close of business shares subject to the Award shall vest on the Vesting Date if (i) first anniversary of the Grantee remains continuously employed by Executive’s first day of employment with the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion 1/48th of the performance criteria are satisfied shares shall vest on the Vesting Datesame calendar day of each month thereafter, provided that vesting will cease upon the portion cessation of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsExecutive’s Service. (b) Subject If Executive’s Service is terminated pursuant to a Covered Termination (as defined in the Severance Plan) and provided that Executive complies with the terms and conditions of this Agreement and set forth in the LP AgreementSeverance Plan, upon termination the shares subject to the Award which would have become vested had Executive continued to provide Service for the 12-month period following such Covered Termination shall become immediately vested as of the Grantee’s employment, any Award LTIP Units which have not yet then vested Release Effective Date (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests as defined in the Award LTIP UnitsSeverance Plan). (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon Upon a Change in Control, if all unvested shares of the Award is not assumed, converted or replaced held by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested Executive immediately prior to the Change in Control (the “Unvested Restricted Stock”) shall become fully vested; provided, however, that if the Company’s Reacquisition Rights (as defined in Section 6 below) with respect to the Unvested Restricted Stock are assigned to the successor corporation (or parent thereof) or are otherwise to continue in full force and effect pursuant to the terms of the Change in Control, then 50% of the Unvested Restricted Stock attributable to each future vesting date shall vest immediately prior to the effective date of such Change in Control based on and the greater remaining 50% of the Unvested Restricted Stock attributable to each such future vesting date shall continue to vest pursuant to the schedule describe in (ia) actual performance through above; and provided further, however, that if the closing dateExecutive’s Service is terminated by reason of an Involuntary Termination (as defined in the Plan) within three months before or within 13 months following a Change in Control, then all unvested shares of Restricted Stock held by the Executive (whether such shares are purported to be assumed by the successor corporation or (iinot) the target (maximum) performance levelshall immediately vest.

Vesting. (a) The Award LTIP Except as otherwise provided in Section 2(b) below, the Restricted Stock Units shall become vested as and nonforfeitable on the first anniversary of the close Grant Date (the “Vesting Date”), so long as the Grantee continues to serve as the Chairman of business the Board through the Vesting Date. If the Grantee’s service on the Board or as the Chairman of the Board terminates prior to the Vesting Date and Section 2(b) does not apply or has not applied, or to the extent Section 2(b) cannot apply, then all unvested Restricted Stock Units at the date of such termination of service on the Board or as the Chairman of the Board shall be automatically forfeited to the Company and canceled. (b) Notwithstanding Section 2(a) above, to the extent the Restricted Stock Units have not previously terminated, been forfeited or become vested and nonforfeitable: (i) if the Grantee ceases to serve as the Chairman of the Board due to the Grantee’s death or Disability (as defined below), then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if (i) the Grantee remains continuously employed by had remained the Company, Chairman of the Board through such date will become vested and nonforfeitable upon such death or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and Disability; (ii) if the performance criteria on Exhibit A have been satisfied. To Grantee ceases to serve as the extent only a portion Chairman of the performance criteria are satisfied Board due to his removal from such Chairman position by the Board for any reason or for no reason ​ or due to his failure to be re-elected to the Board by the shareholders of the Company (in each case, a “Termination Event”), then a Pro-Rata Portion of the Restricted Stock Units (rounded to the nearest whole share) that would have become vested and nonforfeitable on the Vesting Date, Date if the portion Grantee had remained the Chairman of the Award LTIP Board through such date shall become vested and nonforfeitable as of the last day of service in such Chairman position and all remaining Restricted Stock Units for which the performance criteria are not satisfied shall be automatically and without notice or payment of any consideration by forfeited to the Company or and canceled; and (iii) 100% of the Operating Partnership, terminate, be forfeited unvested Restricted Stock Units shall become immediately vested and be and become null and void and neither nonforfeitable so long as the Grantee nor any serves as the Chairman of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject Board up to the terms and conditions of this Agreement and the LP Agreement, upon termination date of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests Change in the Award LTIP UnitsControl. (c) The Administrator may, in its sole discretion, at any time accelerate For the vesting purposes of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP this Agreement, Disability shall have the terms meaning as provided under Section 409A(a)(2)(C)(i) of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelCode.

Vesting. (a) The Award LTIP Units shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date Subject to Sections 4 and the Vesting Date6 below, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject pursuant to the terms and conditions of this Agreement and the LP AgreementPlan (and as summarized on Exhibit A attached hereto), upon termination the Restricted Stock Units shall be eligible to vest and no longer be subject to Restrictions as of the Grantee’s employmentVesting Date to the extent that the MSCI Index Relative Performance goals set forth on Exhibit A attached hereto are satisfied for the Performance Period (as may be modified for Absolute Total Shareholder Return as set forth on Exhibit A) (each such term as defined below or on Exhibit A), any Award LTIP Units which have not yet then vested (after giving effect subject to any acceleration the Awardee being an employee of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or an Affiliate thereof through the Operating PartnershipVesting Date. As soon as reasonably practicable following the end of the Performance Period (but in no event later than thirty (30) days after the end of the Performance Period), terminatethe Committee shall determine (such date of determination by the Committee, the “Vesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage, the Absolute Total Shareholder Return and the number of Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (with any fractional Restricted Stock Unit rounded as determined by the Company). Any Restricted Stock Units subject hereto that have not become vested and no longer subject to Restrictions as of the Vesting Date for any reason shall immediately be forfeited and be and become null and void and neither the Grantee nor any as of his or her successorssuch date without consideration therefor, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee Awardee shall determine whether, and have no further right or interest in or with respect to what extent, any unvested Award LTIP Units held by such Restricted Stock Units. Notwithstanding the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitationforegoing, in the event of a termination of employment in connection with that a Change of Control occurs prior to the end of the Performance Period and the Awardee remains in Control (as such term is defined in any such severance continued employment with the Company or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested an Affiliate thereof until at least immediately prior to the Change of Control, a number of Restricted Stock Units equal to the product of (x) the number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period is attained at Target Level (as set forth on Exhibit A) (with any fractional Restricted Stock Unit rounded as determined by the Company) shall automatically become fully vested and no longer subject to Restrictions as of the date of such Change in Control based on of Control. For purposes of this Agreement, the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance level.following terms shall have their respective meanings set forth below:

Vesting. The term “vest” as used herein with respect to any share of Restricted Stock means the lapsing of the restrictions described herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock shall vest as follows: (a) The Award LTIP Units One hundred percent (100%) of the Restricted Stock shall become vested vest on the first anniversary of the Date of Grant, provided that, through such vesting date, the Grantee has (i) remained in continuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) has not breached the covenants set forth in Section 11 herein. (b) In the event the Grantee’s Qualifying Service is terminated by the Company without Cause, a “Qualifying Termination”): (x) if such Qualifying Termination occurs before [current quarter end date], a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current fiscal quarter of the Company (each, a “Fiscal Quarter”)), will vest in full on the date of the Grantee’s Qualifying Termination and the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such Qualifying Termination occurs on or after [current quarter end date], any unvested shares of Restricted Stock that are outstanding as of immediately prior to the close of business Qualifying Termination will vest in full on the Vesting Date date of the Grantee’s Qualifying Termination. (c) In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before [current quarter end date], a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of (d) In the event (i) the Grantee remains continuously employed by Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the CompanyAdministrator provides for the assumption or continuation of, or one the substitution of its Affiliates a substantially equivalent award for, the Restricted Stock (including or any portion thereof) in accordance with Section 7(a)(i) of the Operating PartnershipPlan (the “Rollover Award”) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration Grantee’s Employment is terminated by the Company (or its successor) without Cause within the Operating Partnershiptwelve (12) months following the Change of Control, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Rollover Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and extent still outstanding will vest in full on the LP Agreement, upon termination date of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsEmployment. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance level.

Vesting. The Grantee must continue as an active employee of an Employing Company for three years from the date of the Grant, subject to the Employing Company’s right to terminate the Grantee’s employment at any time, performing such duties consistent with his capabilities. The Shares shall vest as follows: (ai) upon the first anniversary of the Date of Grant, one-third of the Shares granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary, (ii) upon the two year anniversary of the Date of Grant, an additional one-third of the Shares granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary, and (iii) upon the three year anniversary of the Date of Grant, the remaining one-third of the Shares granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary. All fractional unvested Shares, if any, resulting from the ratable vesting shall vest as whole Shares upon the latest vesting date. Unless otherwise determined by the Committee, a prorated number of the unvested Shares scheduled to vest during the current Vesting Year will vest on the date of termination based upon the number of complete months worked during the Vesting Year in which the Participant’s termination of employment occurs by reason of Retirement, death, Disability or Termination with Consent. The Award LTIP Units shall become vested remaining unvested Shares are forfeited immediately upon the Grantee’s termination of employment without consideration or further action being required of the Corporation or the Employing Company. Except as provided in Section 5 of this Agreement, notwithstanding any other terms or conditions of the Plan, the Administrative Regulations or this Agreement to the contrary, in the event of the Grantee’s termination of employment, the Grantee’s right to vest in the Shares, if any, will terminate effective as of the close of business on the Vesting Date if (i) date that the Grantee remains continuously is no longer actively employed by the Companyan Employing Company and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Datesimilar period pursuant to local law); furthermore, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions event of this Agreement and the LP Agreement, upon termination of the Grantee’s employmentemployment (whether or not in breach of local labor laws), any Award LTIP Units which have not yet then vested (the Grantee’s right to receive a certificate for the Shares, free of all restrictions, after giving effect to any acceleration such termination, if any, will be measured by the date of vesting upon such termination of the Grantee’s employment) active employment and will not be extended by any notice period mandated under local law; the Committee shall automatically and without notice or payment of any consideration by have the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither exclusive discretion to determine when the Grantee nor any is no longer actively employed for purposes of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsRestricted Stock Grant. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance level.

Vesting. (a) The Award LTIP Units shall vest and become vested as unrestricted at the rate of one-third of the close of business Award per each vesting date, for the period commencing on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and ending on July 1, 2008, provided that the Participant is continuously employed with the Company through each such vesting date for such Shares to vest, as shown immediately below (except as otherwise provided herein) (each a “Vesting Date”): July 1, 2006 23,333 July 1, 2007 23,334 July 1, 2008 23,333 (b) If the Company shall undergo a Change in Control (as defined in Section 10(a) of the Participant’s Employment Agreement with the Company dated June 29, 2005 (the “Employment Agreement”)), any then-unvested Shares shall then vest and become unrestricted if and to the extent that then-unvested Awards of Restricted Stock or Restricted Stock Units granted to other senior executives of the Company become vested thereupon. (c) If the Participant’s employment with the Company is terminated (i) by the Company without Cause (as defined in Section 7(c) of the Employment Agreement) or due to the Participant’s Disability (as defined in Section 7(a) of the Employment Agreement)), (ii) by the performance criteria on Exhibit A have been satisfied. To the extent only a portion Participant for Good Reason (as defined in Section 7(e) of the performance criteria are satisfied Employment Agreement) or (iii) due to the Participant’s death, then any Shares of Restricted Stock unvested on the Vesting Datedate of termination shall immediately fully vest and become unrestricted. (d) If the Participant’s employment with the Company terminates for any reason other than as provided in Section 2(c) hereof, the portion of the Award LTIP Units for which is not vested as of the performance criteria are not satisfied date of termination shall automatically be forfeited by the Participant and without notice or payment such portion shall be cancelled by the Company. The Participant irrevocably grants to the Company the power of attorney to transfer any consideration unvested Shares forfeited to the Company and agrees to execute any document required by the Company or the Operating Partnership, terminate, be forfeited in connection with such forfeiture and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitstransfer. (be) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate Upon the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms Shares of any severance or employment agreement between the Company and the Grantee shall determine whether, and Restricted Stock pursuant to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entitythis Section 2, all Award LTIP Units which are not restrictions on such vested Shares shall be deemed to have vested immediately prior to the lapse and such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelShares shall become unrestricted and freely transferable.

Vesting. 2.1 Except as otherwise provided herein, provided that the Grantee remains employed by the Company through the applicable vesting date, the Restricted Stock Units will vest in accordance with the following schedule (athe period during which restrictions apply, the “Restricted Period”): Vesting Date Number of Restricted Stock Units That Vest As of the date hereof 20% of the Restricted Stock Units On each one year anniversary of the IPO thereafter (each such year referred to as an “Anniversary Year”) The Award LTIP An additional 20% of the Restricted Stock Units iSpecimen Inc. Executive Employment Agreement – J. Xxxxxx All Restricted Stock Units shall become be fully vested as of [DATE]1. Once vested, the close of business on Restricted Stock Units become “Vested Units” and shall be settled as provided in Section 5 herein. 2.2 Notwithstanding Section 2.1, if the Vesting Date if Grantee's employment is terminated (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnershipan Affiliate without Just Cause, terminate, be forfeited and be and become null and void and neither (ii) by the Grantee nor any of his for Good Reason or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (biii) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or Affiliate or Grantee on account of a non-renewal by the Operating PartnershipCompany or an Affiliate of any successive term of Grantee’s employment under Grantee’s Employment Agreement, terminateGrantee shall be entitled to immediate forward vesting of an additional twelve (12) months of Restricted Stock Units from and after such date of termination or non-renewal, be forfeited (as if the vesting period for Grantee’s Restricted Stock Units had been set up for monthly and be not annual vesting) and such additional vested Restricted Stock Units shall become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Vested Units. (c) The Administrator may2.3 Notwithstanding Section 2.1 or 2.2, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with if a Change in Control (as such term is defined in any the Plan) occurs and the Grantee's employment is terminated by the Company or an Affiliate without Just Cause or by the Grantee for Good Reason, and the Grantee's date of termination occurs within twelve (12) months following such severance or employment agreement). In addition, upon a Change in Control, all unvested Restricted Stock Units shall automatically become 100% vested on the Grantee's date of termination and become Vested Units. 2.4 Notwithstanding Section 2.1, if the Award is not assumedGrantee’s employment with the Company or an Affiliate terminates on account of the Grantee’s death or Disability, converted or replaced by those Restricted Stock Units scheduled to vest during the continuing entity, all Award LTIP Units Anniversary Year in which are not vested Grantee’s employment terminates shall be deemed to have vested immediately prior to the such Change in Control vest proportionately based on the greater number of days during such Anniversary Year that Grantee was employed divided by three hundred and sixty (i360) actual performance through days and become Vested Units. 2.5 Except as set forth in Sections 2.2, 2.3 and 2.4, if the closing dateGrantee's employment with the Company or an Affiliate terminates for any other reason, including as a result of Grantee refusing to remain employed at the Company following any renewal of Grantee’s Employment Agreement, at any time before all of his or (ii) her Restricted Stock Units have vested, the target (maximum) performance levelGrantee's unvested Restricted Stock Units shall be automatically forfeited upon such termination of employment and neither the Company nor any Affiliate shall have any further obligations to the Grantee with respect to such Restricted Stock Units that have been so forfeited under this Agreement.

Vesting. (a) The An Award LTIP Units or any portion thereof that is Earned shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and Vested only upon the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfiedexcept as otherwise specifically provided in this Section 4. To the extent only a portion of the performance criteria are satisfied that, on the Vesting Date, all or any portion of an Award is not Earned, such Award or the portion thereof that is not then Earned shall not become Vested and shall be forfeited automatically. Except as otherwise specifically provided herein, no Award or any portion thereof shall Vest on the Vesting Date unless the Employee is then, and since the Grant Date has continuously been, employed by a member of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsGroup. (b) Subject In the event that the Employee’s employment terminates prior to the terms and conditions of this Agreement and the LP Agreement, upon termination Vesting Date on account of the GranteeEmployee’s employment(1) death, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such 2) Disability, (3) Retirement, (4) termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company without Cause, or (5) termination by the Operating PartnershipEmployee with Good Reason, terminate, then that portion of the Award that is then Earned shall be Vested on the date of termination and that portion of the Award that is not then Earned shall not become Vested and shall be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitsautomatically. (c) The Administrator mayIn the event that the Employee’s employment terminates prior to the Vesting Date for Cause or the Employee terminates employment prior to the Vesting Date for any reason other than a reason set forth in Section 4(b) of this Agreement, then the entire Award shall not become Vested and shall be forfeited automatically, whether or not Earned. (d) In the event of a Covered Transaction, except as otherwise provided in this subsection (d), that portion of the Award that is then Earned shall become Vested and that portion of the Award that is not then Earned shall not be Vested and shall be forfeited automatically unless the Committee determines, in its sole discretion, at any time to accelerate the vesting of Award LTIP Unitsall or any portion of the Awards that are not then Vested. (d1) Notwithstanding anything contained herein or in the LP AgreementIf, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination a Covered Transaction prior to the Vesting Date, the Committee determines that the Total Shareholder Return from the date of employment events includingthe IPO through the date of the Covered Transaction based on the transaction price per share produces a compound annual growth rate of at least percent, without limitationthen a portion of the Award shall become Earned and Vested upon the occurrence of the Covered Transaction equal to the percentage of the Award described in Section 3(a) that would have been Earned had the Total Shareholder Return Requirement been satisfied on the most recent Determination Date prior to the occurrence of the Covered Transaction. (2) If, in connection with the occurrence of a Covered Transaction prior to the Vesting Date, the Committee determines that Total Shareholder Return based on the transaction price per share exceeds the Total Shareholder Return Requirement as of any subsequent Determination Date that would otherwise have occurred following the date of the Covered Transaction, then the Employee will be deemed to have Earned and become Vested in that percentage of the Award that would have been Earned as though such subsequent Determination Date occurred immediately prior to the Covered Transaction and Total Shareholder Return were determined as set forth in this clause (2). (3) By way of example, in the event of a termination of employment that in connection with a Change in Control Covered Transaction occurring between the second and third Determination Date it is determined that the Total Shareholder return is % since the IPO and that the Total Shareholder Requirement had been met for the first Determination Date but not the second Determination Date, then (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if x) by operation of clause (1) above an additional 25% of the Award is not assumed, converted or replaced would be Earned and Vested such that a total of 50% of the Award would be Earned and Vested before application of clause (2) above and (y) by operation of clause (2) above another 25% of the continuing entity, all Award LTIP Units which are not vested shall would be deemed to have vested immediately prior to Earned and Vested such that 75% of the such Change in Control based on Award would be Earned and Vested at the greater date of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelCovered Transaction.

Vesting. (a) The An Award LTIP Units shall become vested Vested only upon the Vesting Dates described in this Section 3, except as otherwise provided herein or determined by the Company in its sole discretion. No portion of the close of business any Award shall become Vested on the Vesting Date if (i) unless the Grantee remains continuously employed by the CompanyDirector is then, or one of its Affiliates (including the Operating Partnership) between and since the Grant Date and the Vesting Datehas continuously been, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion Director of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsCompany. (b) Subject to subsections (c), (d) and (e), below, an Award shall become Vested based on the terms and conditions following schedule. First Anniversary of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.Grant Date 100% (c) The Administrator mayUpon the occurrence of a Change in Control, an Award shall become 100% Vested, such shares to be distributed immediately prior to or coincident with the Change in its sole discretion, at any time accelerate the vesting of Award LTIP UnitsControl. (d) Notwithstanding anything contained herein Section 3(b), if the service of the Director terminates by reason of death or in disability (within the LP Agreementmeaning of Section 22(e)(3) of the Internal Revenue Code), the terms length of any severance or employment agreement between the Company and Director’s service shall be deemed to be six months longer than the Grantee actual length; provided, however, that in no event shall determine whether, and such deemed time extension serve to what extent, any unvested Award LTIP increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitationwhich have been awarded hereunder. (e) Notwithstanding Section 3(b), in the event that the Director has completed the full term of service as a termination Director for which he or she was elected at an Annual Meeting of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In additionStockholders of the Company, upon a Change in Control, if the Award but is not assumed, converted standing for re-election to a subsequent term as a Director at the Annual Meeting of Stockholders of the Company at which he or replaced by she would otherwise have been re-elected (the continuing entity“Retirement Meeting”), all Award LTIP shares which are scheduled to vest subsequent to the Retirement Meeting but within the same fiscal quarter in which the Retirement Meeting is held shall become Vested shares as of the date immediately preceding such Retirement Meeting; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested Shares to more than the number of shares of Common Stock as equals that number of Units which are not vested shall be deemed to have vested immediately been awarded hereunder. (f) In the event that the Director’s tenure as a member of the Company’s Board of Directors terminates prior to a Vesting Date for any reason other than as set forth in this Section 3, including without limitation termination by the such Change in Control based on Company or the greater Company Group, any portion of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelAward that has not then become Vested will be forfeited automatically.

Vesting. A. The Participant shall have a nonforfeitable right to a portion of this Award (asuch portion, the vested portion) The only upon the dates described in this Section 2, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award LTIP Units shall become vested as of the close of business on the Vesting vesting date unless the Participant is then, and since the Grant Date if (i) the Grantee remains has continuously been, employed by the Company, Company or one of any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates (including the Operating Partnership) between the Grant Date for any reason, any then-outstanding and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the unvested portion of the Award LTIP Units shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. This Award will become eligible to vest upon achievement of the Year PS revenue and earnings per share goals (“Performance Goals”), as adopted by the Compensation and Management Development Committee (the “CMDC”) on Date. The Performance Goals are specified in the Year Long-Term Incentive Program Overview for Executives (“LTI Overview”) which is incorporated in this document by reference. PSs that become eligible to vest are referred to as the “Eligible PSs.” In the event and to the extent that the Performance Goals are not satisfied, such Granted PSs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of PSs will become eligible to vest. In no event shall the number of Eligible PSs exceed 200% of the number of Granted PSs. Eligible PSs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible PSs shall vest on the later of one year from the Grant Date or the date of CMDC determination of the degree to which the performance criteria are not satisfied set forth above have been satisfied; an additional one-third of the Eligible PSs shall automatically vest on 2nd Vesting Date; and without notice or payment an additional one-third of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests Eligible PSs shall vest on 3rd Vesting Date. C. Except as otherwise provided in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP AgreementPlan, upon termination of the GranteeParticipant’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between with the Company and the Grantee shall determine whether, and to what extentits Affiliates for any reason, any unvested portion of this Award LTIP Units that is not then vested will immediately terminate, except as follows: (1) any portion of this Award held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested Participant immediately prior to the such Change in Control Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of the date of death or Disability or determination of the Eligible PSs based on the greater performance criteria set forth above and CMDC approval, even if such determination occurs following the date of death or Disability; and (i2) actual any portion of this Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the Eligible PSs based on the performance through criteria set forth above and CMDC approval for fifty percent (50%) of the closing datenumber of Eligible PSs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSs of this Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service with the Company or (ii) its Affiliates, but not including any termination For Cause or any termination for insufficient performance, as determined by the target (maximum) performance levelCompany and its Affiliates. D. Notwithstanding anything herein to the contrary, any portion of this Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall terminate at the commencement of business on the date of such termination.

Vesting. (a) The Award LTIP Units shall become vested as RSUs ultimately earned by the Employee will vest on the first trading day in April of the close of business on third year after the Vesting Date if grant date (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the “Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied”). To the extent only a portion of the performance criteria are satisfied on Upon the Vesting Date, the portion RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Award LTIP Units for which Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria are not satisfied shall automatically criteria. Notwithstanding the foregoing, the RSUs will vest and without notice or payment will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any consideration by of the Company or following events: (a) the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.Employee’s death; (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.Employee's Disability; (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such term is defined in any such severance or employment agreementsuch, the Employee’s Award shall not vest and be settled under this Section 1(c). In additionFor purposes herein, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested successor corporation shall be deemed to have vested immediately prior to assumed the such Awards that remain outstanding under the Plan as of the effective date of the Change in Control based on the greater of if and only if such Awards are either (i) actual performance through assumed or continued by the closing datesuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target (maximum) performance levelaward amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or after attaining age 62 and 10 Years of Service.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. The Tranche A Shares shall vest as follows: i. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. ii. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. iii. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. iv. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. b. The Tranche B Shares shall vest as follows: i. Fifty percent (a50%) The Award LTIP Units of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by the Company or a Subsidiary on that date. ii. Fifty percent (50%) of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by the Company or a Subsidiary on that date. c. Notwithstanding the foregoing, if a Public Offering shall have been consummated, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the close of business on Participant’s death while performing his duties and responsibilities for the Vesting Date if (i) Company. If a Public Offering shall have been consummated, in the Grantee remains continuously employed by event the Participant’s death occurs other than while performing his duties and responsibilities for the Company, or one in the event of its Affiliates a Termination of Service as a result of the Participant’s Total and Permanent Disability, or a Termination of Service by the Participant for Good Reason (including as defined in the Operating Partnership) between the Grant Date and the Vesting Date, and (iiEmployment Agreement) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator Board may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein all or in any portion of the LP AgreementAwarded Shares not previously vested based on the Participant’s time and performance and other factors, as the terms of any severance or employment agreement between the Company and the Grantee Board may deem appropriate. If a Public Offering shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitationhave been consummated, in the event of a termination Termination of employment Service by the Company without Cause (as defined in connection the Employment Agreement) (the “Termination Event”), (i) the unvested Tranche A Shares shall remain outstanding for a period of one year following the Termination Event, and shall remain eligible for vesting in accordance with Section 3(a) and (ii) the unvested Tranche B Shares shall remain outstanding for a period of one year after the Termination Event, and shall remain eligible for vesting in accordance with Section 3(b) during such period of time. The Board may, in its sole discretion accelerate the vesting of all or any portion of the Awarded Shares not previously vested based on the Participant’s time and performance and other factors, as the Board may deem appropriate; provided, that any Tranche A Shares or Tranche B Shares that shall not have vested within the one year period immediately following the Termination Event shall be immediately forfeited and shall cease to be outstanding. In the event that a Change in Control (as occurs in which the surviving entity, if any, does not assume the obligations of this Award, then immediately prior to the effective date of such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is all Awarded Shares not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not previously vested shall be deemed to have vested thereupon immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelbecome fully vested.

Vesting. This RSU Award shall vest, as follows: (a) The On , 2017 (the “Vesting Date”), this RSU Award LTIP Units shall become vested as of vest in full, provided that the close of business on the Vesting Date if (i) the Grantee Participant remains continuously employed by the CompanyCompany or a Subsidiary beginning on the Date of Grant and ending on the Vesting Date. Except as otherwise provided by Section 2(b), 2(c) or one 3 hereof, if the employment of its Affiliates (including the Operating Partnership) between Participant by the Grant Date and Company or any Subsidiary terminates prior to the Vesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.” (b) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the performance criteria on Exhibit A have been satisfied. To death or Disability of the extent only Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the performance criteria are satisfied on RSU Award shall vest, which portion shall equal the Vesting Datenumber of Restricted Stock Units covered by this Agreement multiplied by a fraction, the portion numerator of which shall be the Award LTIP Units for number of days in the Restriction Period during which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration Participant was continuously employed by the Company or a Subsidiary, and the Operating Partnership, terminate, denominator of which shall be forfeited and be and become null and void and neither the Grantee nor any total number of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests days in the Award LTIP Units. (b) Subject to the terms and conditions Restriction Period. The remaining portion of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any RSU Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, immediately be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitsforfeited. (c) The Administrator Committee may, in its sole discretion, at any time accelerate provide that, upon the vesting retirement of Award LTIP Units. the Participant (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held as determined by the Grantee Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as vest. Any such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced action by the continuing entity, all Award LTIP Units which are not vested shall Committee must be deemed to have vested immediately made in writing prior to the such Change effective date of the Participant’s retirement. Any Restricted Stock Units associated with this RSU Award as to which the vesting requirement of this Section 2 has been satisfied shall be payable in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelaccordance with Section 5 hereof.

Vesting. (a) The Award LTIP Units Subject to Section 4 below, the Option shall become vested and exercisable in such amounts and at such times as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between are set forth in the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsNotice. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination No portion of the GranteeOption that has not become vested and exercisable on the date on which Xxxxxxx’s employmentContinuous Service Status ends shall thereafter become vested and exercisable, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsGrantee. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (dNotwithstanding Section 3(a) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company hereof and the Grantee shall determine whetherGrant Notice, and but subject to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitationSection 3(b) hereof, in the event of a Corporate Transaction, the Option shall be treated pursuant to Section 14(c) and Section 15 of the Plan. (d) For purposes of the Option, Xxxxxxx’s Continuous Service Status will be considered terminated as of the date Grantee is no longer actively providing services to the Company or, if different, Grantee’s employer (the “Employer”) (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in connection with the jurisdiction where Grantee is a Change in Control (as such term is defined in any such severance providing services or the terms of Grantee’s employment or service agreement). In addition, upon a Change in Control, if the Award is not assumedany), converted and unless otherwise expressly provided in this Stock Option Agreement or replaced determined by the continuing entityAdministrator, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through Grantee’s right to vest in the closing dateOption under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Grantee is providing services or the terms of Grantee’s employment or service agreement, if any); and (ii) the target period (maximumif any) performance levelduring which Grantee may exercise the Option after such termination of Grantee’s Continuous Service Status will commence on the date Grantee ceases to actively provide services and will not be extended by any notice period or the terms of Grantee’s employment or service agreement, if any; the Administrator shall have the exclusive discretion to determine when Grantee is no longer actively providing services for purposes of this Option grant (including whether Grantee may still be considered to be providing services while on a leave of absence).

Vesting. (a) The Your Award LTIP Units Shares shall become vested be subject to the forfeiture and vesting provisions marked with an [X] below: i. ¨ All of the Award Shares are nonvested and forfeitable as of the close Grant Date. So long as your Service with the Company or an Affiliate of business the Company continues through the applicable date upon which vesting is scheduled to occur, % of the Award Shares will vest and become nonforfeitable on each anniversary of the Grant Date, such that 100% of the Award Shares will be vested and nonforfeitable on the Vesting Date if (i) anniversary of the Grantee remains continuously employed by Grant Date. None of the Company, or one of Award Shares will become vested and nonforfeitable after your Service with the Company and its Affiliates (including ceases unless this Agreement provides to the Operating Partnership) between contrary. ii. ¨ All of the Award Shares are nonvested and forfeitable as of the Grant Date Date. So long as your Service with the Company or an Affiliate of the Company continues through the applicable date upon which vesting is scheduled to occur, % of the Award Shares will vest and become nonforfeitable on the Vesting year anniversary of the Grant Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion remaining % of the performance criteria Award Shares will vest and become nonforfeitable on the year anniversary of the Grant Date. None of the Award Shares will become vested and nonforfeitable after your Service with the Company and its Affiliates ceases unless this Agreement provides to the contrary. iii. ¨ All of the Award Shares are satisfied nonvested and forfeitable as of the Grant Date. So long as your Service with the Company or an Affiliate of the Company continues through , (the “Vesting Date”), all of your Award Shares will vest and become nonforfeitable on the Vesting Date, the portion . None of the Award LTIP Units for which the performance criteria are not satisfied shall automatically Shares will become vested and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (nonforfeitable after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between your Service with the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior its Affiliates ceases unless this Agreement provides to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelcontrary.

Vesting. (a) The Award LTIP Units shall become vested as stock options granted to the Key Employee pursuant to this Agreement will vest according to the following schedule: l/4th of the close shares shall vest one year after the Original Effective Date, and the right to exercise the option covering an additional l/48th of business on the Vesting Date if shares shall vest monthly thereafter over the next three years. This vesting schedule shall also accelerate as follows: (i) Upon a “Change of Control” (as defined in the Grantee remains continuously employed by Equity Plan), on the Companyclosing date of such Change of Control, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion all of the performance criteria are satisfied on then-unvested portion (the Vesting Date, the portion “Unvested Portion”) of the Award LTIP Units for which stock options granted to the performance criteria are not satisfied Key Employee pursuant to this Agreement shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be accelerate and become null and void and neither vested. However, notwithstanding the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Controlforegoing, if the Award acquiring or successor entity in the Change of Control (the “Buyer”) so elects on or prior to the date that the Change of Control is not assumedconsummated, converted 33% of the Unvested Portion, or replaced any assets or other property issued or issuable upon the exercise or conversion of such Unvested Portion (the “Retention Amount”), may be placed into escrow by the continuing entity, all Award LTIP Units which are not vested Buyer and shall be deemed subject to forfeiture until the earlier of (A) the two-year anniversary of the closing date of the Change of Control or (B) the date upon which each Unvested Portion would have otherwise vested under the vesting schedule for such stock options in effect immediately prior to the Change of Control (such Change earlier date is referred to as the “Release Date”). In the event that the Key Employee remains an employee of the Company (or of the Buyer) or resigns with Good Reason (as defined in Control based on the greater of (i) actual performance through Section 6.4), from the closing datedate of the Change of Control until the Release Date, then on such Release Date, the Retention Amount shall be released from escrow and delivered to Holder. In the event that the Key Employee is terminated with Cause by the Company (or (ii) by the target (maximum) performance levelBuyer), from the closing date of the Change of Control until the Release Date, then the Retention Amount shall be forfeited by the Key Employee.

Vesting. (a) The Award LTIP Units shall become vested as RSUs ultimately earned by the Employee will vest on the first trading day in April of the close of business on third year after the Vesting Date if grant date (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the “Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied”). To the extent only a portion of the performance criteria are satisfied on Upon the Vesting Date, the portion RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Award LTIP Units for which Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria are not satisfied shall automatically criteria. Notwithstanding the foregoing, the RSUs will vest and without notice or payment will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any consideration by of the Company or following events: (a) the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.Employee’s death; (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.Employee's Disability; (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such term is defined in any such severance or employment agreementsuch, the Employee’s Award shall not vest and be settled under this Section 1(c). In additionFor purposes herein, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested successor corporation shall be deemed to have vested immediately prior to assumed the such Awards that remain outstanding under the Plan as of the effective date of the Change in Control based on the greater of if and only if such Awards are either (i) actual performance through assumed or continued by the closing datesuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target (maximum) performance levelaward amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or after attaining age 62 and 5 Years of Service.

Vesting. (a) The Award LTIP Units Subject to the Participant continuing to be Engaged (as defined below) by the Company, the Option Shares shall vest and become vested nonforfeitable over a three-year period as follows: 12/36ths of the close of business Option Shares are immediately vested on the date hereof and 1/36th of the Option Shares shall vest and become nonforfeitable commencing on August 17, 2007 (the “Initial Monthly Vesting Date”) and on each monthly anniversary of the Initial Monthly Vesting Date until such time as all of the Option Shares shall vest and become nonforfeitable. In the event the above vesting schedule results in the vesting of any fractional Option Shares, such fractional Option Shares shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional Option Shares aggregate whole Option Shares. Notwithstanding anything contained herein to the contrary, (A) if the Executive is Engaged by the Company immediately prior to the consummation of a Change of Control (as defined in the Employment Agreement), all unvested Options Shares shall immediately vest upon consummation of such Change of Control or (B) if (i) Executive is requested, in writing, by the Grantee remains continuously Company to resign from the Board in connection with the Company becoming a public company (provided that Executive has not previously voluntarily terminated his employment with the Company prior to the Expiration Date in his Employment Agreement or been terminated for Cause[as defined herein]) or (ii) Executive is not re-elected to serve on the Board after the Expiration Date in his Employment Agreement (provided that Participant has not previously voluntarily terminated his employment with the Company prior to the Expiration Date in his Employment Agreement or been terminated for Cause), then all unvested Option Shares shall, to the extent not then vested and not previously forfeited, immediately become fully vested upon such resignation from, or failure to re-elect Participant to, the Board. At such time as the Participant ceases to be Engaged by the Company, all unvested Option Shares shall cease to be subject to the aforementioned vesting schedule (and the accelerated vesting schedule set forth in Section 2(b) below and, except as set forth in clause (B) of the immediately preceding sentence, the Option Shares shall, to the extent not then vested, be forfeited by the Participant without consideration. For purposes of this Agreement, the Executive shall be considered “Engaged” by the Company during any time in which he is (i) employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) engaged as consultant to the performance criteria on Exhibit A have been satisfied. To the extent only Company, or (iii) serving as a portion member of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsBoard. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect Participant's continuing to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration be Engaged by the Company or Company, beginning with the Operating PartnershipCompany’s fiscal year 2007 (which ends January 31, terminate2008), be forfeited and be in addition to the vesting schedule reflected in paragraph (a) above, the Options shall vest and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior exercisable according to the such Change in Control based on the greater of following schedule: (i) actual performance through One-fourth (1/4) of the closing date, Options shall vest if EBITDA (as defined below) equals or exceeds $5,000,000 at the end of any fiscal year; (ii) One-half (1/2) of the target Options shall vest if EBITDA equals or exceeds $15,000,000 at the end of any fiscal year; (maximumiii) performance levelThree-fourths (3/4) of the Options shall vest if EBITDA equals or exceeds $25,000,000 at the end of any fiscal year; and (iv) Any unvested portion of the Options shall vest if EBITDA equals or exceeds $35,000,000 at the end of any fiscal year.

Vesting. (a) The All of the Award LTIP Units shall become vested Shares are nonvested and forfeitable as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject So long as your Service with the Company is continuous from the Grant Date through the applicable date upon which vesting is scheduled to the terms and conditions of this Agreement and the LP Agreementoccur, upon termination one-third (1/3rd) of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination Shares will vest and become nonforfeitable on each anniversary of the Grantee’s employment) shall automatically and without notice or payment Grant Date, such that 100% of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsShares will be vested and nonforfeitable on the third anniversary of the Grant Date. (c) The Administrator mayIf you die while in the Service of the Company or your Service terminates by reason of Disability, in its sole discretion, at any time accelerate all of the vesting Award Shares will become vested and nonforfeitable as of Award LTIP Unitsyour death or such termination of employment. (d) Notwithstanding anything contained herein Unless otherwise determined by the Committee or in as specified herein, none of the LP Agreement, the terms of any severance or employment agreement between Award Shares will become vested and nonforfeitable after your Service with the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with ceases. (e) If a Change in Control occurs, the vesting and forfeitability of the Award Shares shall not be altered or accelerated solely as a result of such occurrence unless otherwise determined by the Committee in its discretion, and the Award Shares shall be assumed or an equivalent award shall be substituted by the successor corporation to the Company or a parent or subsidiary of such successor corporation (as each such term is defined in any such severance assumed or employment agreementequivalent award, a “Substitute Award”). In addition, upon the event that you suffer a Qualifying Termination coincident with or within 24 months following the occurrence of a Change in Control, if the Award Shares or Substitute Award, to the extent not previously vested nor earlier forfeited, shall become fully vested and nonforfeitable as of the date of such Qualifying Termination. If a Substitute Award is not assumed, converted issued or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to Shares assumed in connection with the such Change in Control based Control, as determined in the discretion of the Committee, then the Committee shall provide for full vesting and lapse of restrictions on the greater Award Shares immediately before the effective time of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelChange in Control.

Vesting. (a) A. The Award LTIP Units Participant shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a nonforfeitable right to a portion of the performance criteria are satisfied Award (such portion, the vested portion) only upon the dates posted on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become eligible to vest on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. (i) MSUs granted in 2013 or prior will become eligible to vest in four equal installments on each of the first, second, third and fourth anniversaries of the Grant Date (each a “Vesting Date”) (the "Vesting Period"). MSUs granted in 2014 or thereafter will become eligible to vest in three equal installments on each of the first, second and third anniversaries of the Grant Date. (ii) On each Vesting Date, the portion number of MSUs that become eligible to vest on such Vesting Date will vest based upon the change in the Biogen Idec share price between the Vesting Date and the Grant Date. The calculation of the Award LTIP Units number of MSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the performance criteria are not satisfied shall automatically MSUs were granted (“LTI Overview”) which is also found on your Fidelity stock plan account. In the event and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions extent that a number of the MSUs then eligible to vest do not vest on the applicable Vesting Date in accordance with this Agreement and the LP AgreementLTI Overview, such MSUs shall be immediately forfeited. In the event that the threshold is not met based on the calculation described in the LTI Overview, any MSUs then eligible to vest shall not vest and shall be immediately forfeited. In the event and to the extent that the target is exceeded based on the calculation described in the LTI Overview, an additional number of MSUs will vest. In no event shall the number of MSUs that vest on the applicable Vesting Date exceed 150%, if granted in 2013 or prior, or 200% ,if granted in 2014 or thereafter, of the MSUs that became eligible to vest on such Vesting Date. C. Except as otherwise provided in the Plan, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or Participant's employment agreement between with the Company and the Grantee shall determine whether, and to what extentits Affiliates for any reason, any unvested portion of the Award LTIP Units that is not then vested will immediately terminate, except as follows: (1) any portion of the Award held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested Participant immediately prior to the Participant's termination of employment on account of death or Disability will, to the extent not vested previously, become eligible to vest as of the date of such Change termination of employment, and such MSUs then eligible to vest will vest in Control based accordance with Section 2.B.(ii) with the date of the termination of employment serving as the applicable Vesting Date; and (2) any portion of the Award held by the Participant immediately prior to the Participant's Retirement, to the extent not vested previously, will remain outstanding and will become eligible to vest over the remainder of the Vesting Period as set forth in Section 2.B.(i) without regard to the service requirement specified in Section 2.A., for fifty percent (50%) of the number of MSUs covered by such unvested portion and for an additional ten percent (10%) of the number of MSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested MSUs, and such MSUs that become eligible to vest will vest in accordance with Section 2.B.(ii). For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service with the Company or its Affiliates, but not including any termination For Cause or any termination for insufficient performance, as determined by the Company and its Affiliates. D. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant's permitted transferee immediately prior to the cessation of the Participant's employment For Cause shall terminate at the commencement of business on the greater date of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelsuch termination.

Vesting. (a) The total number of Restricted Stock Units subject to this Award LTIP shall vest in equal one-third increments on each of the first three (3) anniversaries of the Grant Date provided that the Grantee is then employed by the Company or an Affiliate. Except to the extent provided in Section 3(b) below for special circumstances, Restricted Stock Units that are unvested as of the date of the Grantee’s employment termination for any reason shall become be forfeited. Each date on which Restricted Stock Units vest under this Section 3(a) is referred to below as a “Vesting Date.” (b) In the event of the Grantee’s separation from service due to the Grantee’s death, Disability or Retirement (as such terms are defined below) prior to the third Vesting Date, a “Pro-Rata Percentage” (as defined below) of the total number of Restricted Stock Units subject to this Award will be immediately vested as of the close date of business on such separation from service. For purposes of this Section 3(b), “Pro-Rata Percentage” is equal to one-third of the Vesting Date if (i) total number of Restricted Stock Units subject to this Award multiplied by a fraction, the numerator of which shall equal the number of days that the Grantee remains continuously was employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or its Affiliates since the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. Grant Date (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of if the Grantee’s employmentseparation from service on account of death, any Award LTIP Units which have not yet then vested Disability or Retirement occurs less than one year after the Grant Date) or since the most recent Vesting Date (after giving effect to any acceleration of vesting upon such termination of if the Grantee’s employment) shall automatically and without notice separation from service on account of death, Disability or payment of any consideration by Retirement occurs more than one year but less than three years after the Company or the Operating PartnershipGrant Date), terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee denominator of which shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitationequal 365. In addition, in the event of a termination of employment the Grantee’s separation from service due to the Grantee’s Retirement, the Restricted Stock Units that do not vest in connection accordance with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested immediately preceding paragraph shall be deemed to have immediately vested immediately prior as of the date of such separation from service, provided that the Grantee provides to the Company written notice of the Grantee’s intent to retire (including the intended date of separation) at least three months before the Grantee’s separation from service. If the Grantee fails to provide such Change in Control based on advance notice, the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelRestricted Stock Units that otherwise would vest under this paragraph shall be forfeited.

Vesting. 3.1 Except as otherwise provided in this Section 3, the Restricted Shares subject to this grant shall become unrestricted and vested 100% on the fourth anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiaries or Affiliates. 3.2 Except as otherwise provided in this Section 3, if the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such unvested portion of the Restricted Shares shall immediately be cancelled and the Participant (aand the Participant’s estate, designated beneficiary or other legal representative) The Award LTIP Units shall forfeit any rights or interests in and with respect to any such shares of Restricted Stock. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s Disability, any unvested Restricted Shares shall continue to vest on a regular schedule during the period of Disability regardless of a termination event. For purposes of this Agreement, “Disability,” if the Participant is a party to an employment agreement, shall have the same meaning as in such employment agreement, otherwise, “Disability” shall mean any physical or mental disability which is 3.4 determined to be total and permanent by a doctor selected in good faith by the Company or the relevant Subsidiary or Affiliate. 3.5 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, any unvested Restricted Shares shall become vested as of the close date of business any such termination. 3.6 If the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates, the Restricted Shares will become vested on a pro rata basis as defined herein if and only if the Vesting Date Participant is a Severance Eligible Participant; i.e., if the Participant is eligible for severance from the Company under the terms of: (ia) the Grantee remains continuously Participant’s employment agreement (if any); or (b) the terms of an applicable Company separation pay plan in force at the time of the Participant’s termination. The Restricted Shares of Severance Eligible Participants shall vest as follows: 3.6.1 A pro rata amount of any unvested shares as described in Section 3.1 above shall vest in a percentage equal to: the number of full months in which the Participant was employed from the Grant Date to the Participant’s termination date, plus the number of full months in the Participant’s severance period (i.e., the number of months’ salary which constitute the Participant’s severance payments), divided by the Company, or one number of its Affiliates (including the Operating Partnership) full months between the Grant Date and the Vesting Date, and scheduled vesting date (ii) the performance criteria on Exhibit see Attachment A have been satisfiedfor a sample calculation). To the extent only a The pro rata portion of the performance criteria are satisfied on Restricted Shares shall vest immediately upon the Vesting DateParticipant’s termination date. 3.7 Upon the occurrence of a Change in Control as defined in the Plan, any unvested Restricted Shares subject to this grant shall become unrestricted and vested immediately upon the portion Change in Control in accordance with Article X of the Award LTIP Units for which Plan, provided the performance criteria are not satisfied shall automatically and without notice or payment of any consideration Participant is employed by the Company or on the Operating Partnership, terminate, be forfeited and be and become null and void and neither day prior to the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests Change in the Award LTIP UnitsControl. (b) Subject 3.8 If the Participant's employer ceases to the terms and conditions of this Agreement and the LP Agreement, upon termination be an Affiliate or Subsidiary of the Grantee’s employmentCompany, any Award LTIP Units which have not yet then vested (after giving effect that event shall be deemed to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of constitute a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelunder Section 3.2 above.

Vesting. 2.1 Except as otherwise provided herein, provided that the Grantee remains employed by the Company through the applicable vesting date, the Restricted Stock Units will vest in accordance with the following schedule (athe period during which restrictions apply, the “Restricted Period”): Vesting Date Number of Restricted Stock Units That Vest As of the date hereof 20% of the Restricted Stock Units On each one year anniversary of the IPO thereafter (each such year referred to as an “Anniversary Year”) The Award LTIP An additional 20% of the Restricted Stock Units Executive Employment Agreement – B. Xxxxxx All Restricted Stock Units shall become be fully vested as of [DATE]1. Once vested, the close of business on Restricted Stock Units become “Vested Units” and shall be settled as provided in Section 5 herein. 2.2 Notwithstanding Section 2.1, if the Vesting Date if Grantee's employment is terminated (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnershipan Affiliate without Just Cause, terminate, be forfeited and be and become null and void and neither (ii) by the Grantee nor any of his for Good Reason or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (biii) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or Affiliate or Grantee on account of a non-renewal by the Operating PartnershipCompany or an Affiliate of any successive term of Grantee’s employment under Grantee’s Employment Agreement, terminateGrantee shall be entitled to immediate forward vesting of an additional six (6) months of Restricted Stock Units from and after such date of termination or non-renewal, be forfeited (as if the vesting period for Grantee’s Restricted Stock Units had been set up for monthly and be not annual vesting) and such additional vested Restricted Stock Units shall become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Vested Units. (c) The Administrator may2.3 Notwithstanding Section 2.1 or 2.2, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with if a Change in Control (as such term is defined in any the Plan) occurs and the Grantee's employment is terminated by the Company or an Affiliate without Just Cause or by the Grantee for Good Reason, and the Grantee's date of termination occurs within twelve (12) months following such severance or employment agreement). In addition, upon a Change in Control, all unvested Restricted Stock Units shall automatically become 100% vested on the Grantee's date of termination and become Vested Units. 2.4 Notwithstanding Section 2.1, if the Award is not assumedGrantee’s employment with the Company or an Affiliate terminates on account of the Grantee’s death or Disability, converted or replaced by those Restricted Stock Units scheduled to vest during the continuing entity, all Award LTIP Units Anniversary Year in which are not vested Grantee’s employment terminates shall be deemed to have vested immediately prior to the such Change in Control vest proportionately based on the greater number of days during such Anniversary Year that Grantee was employed divided by three hundred and sixty (i360) actual performance through days and become Vested Units. 2.5 Except as set forth in Sections 2.2, 2.3 and 2.4, if the closing dateGrantee's employment with the Company or an Affiliate terminates for any other reason, including as a result of Grantee refusing to remain employed at the Company following any renewal of Grantee’s Employment Agreement, at any time before all of his or (ii) her Restricted Stock Units have vested, the target (maximum) performance levelGrantee's unvested Restricted Stock Units shall be automatically forfeited upon such termination of employment and neither the Company nor any Affiliate shall have any further obligations to the Grantee with respect to such Restricted Stock Units that have been so forfeited under this Agreement.

Vesting. (a) A. The Award LTIP Units Participant shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a non-forfeitable right to a portion of the performance criteria are satisfied Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the Vesting Datevesting date unless the Participant is then, and since the Grant Date has continuously been, employed by or in the service of the Company or any Affiliate. If the Participant ceases to be employed by or in the service of the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award LTIP Units for which the performance criteria are not satisfied shall be automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be immediately forfeited and be and become null and void and neither the Grantee nor any of his or her successorsterminated, heirs, assigns, or personal representatives will thereafter have any further rights or interests except as otherwise provided in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP AgreementPlan. B. The Award will become vested in three equal installments on each of the first, second and third anniversaries of the Grant Date (the “Vesting Period”). C. Except as otherwise provided in the Plan, upon termination of the GranteeParticipant’s employmentemployment or service with the Company and its Affiliates for any reason, any portion of the Award LTIP Units which have that is not yet then vested will promptly terminate, except as follows: (after giving effect i) any portion of the Award held by the Participant immediately prior to any acceleration of vesting upon such the Participant’s termination of employment or service on account of death or Disability will, to the Granteeextent not vested previously, become fully vested upon the Participant’s employmentdeath or Disability; and (ii) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the Participant’s Retirement as to fifty percent (50%) of the number of shares covered by such unvested portion and as to an additional ten percent (10%) of the number of shares covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested portion of the Award; provided that, notwithstanding the foregoing and Section 9.G.(2) of the Plan, in the event that the Participant’s Retirement occurs in the same calendar year as the Grant Date, this Section 2.C.(ii) shall automatically and without notice or payment apply only to the unvested portion of any consideration the Award that would have vested on the first anniversary of the Grant Date had the Participant remained employed by the Company or an Affiliate through such date. For the Operating Partnershipavoidance of doubt, terminate, be forfeited and be and become null and void and neither Retirement means the Grantee nor any Participant’s leaving the employment of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Grantee shall determine whetherCompany or its Affiliates, and but not including pursuant to what extentany termination For Cause or any termination for insufficient performance, as determined by the Company. 280317_2 1 [[DMS:6398817v4:07/01/2024--12:10 PM]] D. Notwithstanding anything herein to the contrary, any unvested portion of the Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with Participant or a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested Participant’s permitted transferee immediately prior to the such Change in Control based cessation of the Participant’s employment or service For Cause shall terminate at the commencement of business on the greater date of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelsuch termination.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) The Award LTIP Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall become not be vested as of the close Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of business on the Vesting Date if this Agreement. Subject to Participant’s continuous service (i) as an employee with the Grantee remains continuously employed by the Company, or Company and/or one of its Affiliates Subsidiaries and/or (including ii) as a member of the Operating PartnershipBoard, the Award shall become vested in accordance with the following schedule: (i) between 50% of the Award shall vest on the first anniversary of the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion 50% of the Award LTIP Units for which shall vest on the performance criteria are not satisfied shall automatically second anniversary of the Grant Date (each such date, a “Vesting Date” and without notice or payment of any consideration by such two year period, the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units“Vesting Period”). (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination If Participant is terminated as Chief Executive Officer or as a member of the Grantee’s employmentBoard without Cause, any the Award LTIP Units which have not yet then vested (after giving effect to any acceleration shall become immediately vested, contingent upon Participant executing a general release of vesting upon such termination claims in favor of the Grantee’s employment) shall automatically Company and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited such release becoming effective and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests irrevocable in the Award LTIP Unitsaccordance with its terms. (c) The Administrator mayIf Participant voluntarily resigns as Chief Executive Officer without a new non-interim Chief Executive Officer having been appointed by the Board, in its sole discretionthe Award, at any time accelerate to the vesting of Award LTIP Unitsextent unvested, will be forfeited. (d) Notwithstanding anything contained herein or in If a new non-interim Chief Executive Officer has been appointed by the LP AgreementBoard and Participant remains a member of the Board, the terms Award shall remain outstanding and eligible to vest in accordance with Section 2(a) subject to Participant’s continuous service as a member of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held Board through each Vesting Date. (e) If a new non-interim Chief Executive Officer has been appointed by the Grantee Board and Participant voluntarily ceases to serve as a member of the Board, then the entire Award, to the extent then unvested, will be forfeited. (f) Section 15 of the Plan shall accelerate in connection with govern the occurrence treatment of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, Award upon a Change in Control. (g) For purposes of this Agreement, the term “Cause” shall have the meaning ascribed to such term in any written employment agreement between Participant and the Company or one or more of its Subsidiaries, as the same may be amended or modified from time to time, or if the Award Participant is not assumedparty to any such written employment agreement, converted then the term “Cause” shall mean the occurrence of any of the following acts or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of circumstances: (i) actual performance through the closing dateconviction of a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company or any of its Subsidiaries; (ii) the target willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement; (maximumiii) performance levelof Participant’s duties in a manner that is detrimental to the Company or any of its Subsidiaries, including, but not limited to that which results in, the severe deterioration of the financial performance of the Company or any of its Subsidiaries; (iv) failure to adhere to the reasonable/lawful directions of the Chief Executive Officer of the Company or the Board, to adhere to the Company’s or any Subsidiary’s policies or practices or to devote substantially all of Participant’s business time and efforts to the business of the Company; (v) breach of any provision of any agreement, including an employment agreement, between Participant and the Company or any of its Subsidiaries, which covers confidentiality or proprietary information or contains nonsolicitation or non-competition provisions; or (vi) breach in any material respect of the terms and provisions of Participant’s employment agreement, if any, or any agreement between Participant and the Company or any of its Subsidiaries.

Vesting. (a) The An Award LTIP Units shall become vested Vested only upon the Vesting Dates described in this Section 3, except as otherwise provided herein or determined by the Company in its sole discretion. No portion of the close of business any Award shall become Vested on the Vesting Date if (i) unless the Grantee remains continuously employed by the CompanyDirector is then, or one of its Affiliates (including the Operating Partnership) between and since the Grant Date and the Vesting Datehas continuously been, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion Director of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsCompany. (b) Subject to subsections (c), (d) and (e), below, an Award shall become Vested based on the terms and conditions following schedule. Vesting Date Percentage Vested on Anniversary Date First Anniversary of this Agreement and the LP Agreement, upon termination Grant Date 25% Second Anniversary of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration Grant Date 25% Third Anniversary of vesting upon such termination Grant Date 25% Fourth Anniversary of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.Grant Date 25% (c) The Administrator mayUpon the occurrence of a Change in Control, the length of the Director's service shall be deemed to be twelve months longer than the actual length, and Vested shares shall be distributed immediately prior to or coincident with the Change in its sole discretionControl; provided, at any however, that in no event shall such deemed time accelerate extension serve to increase the vesting number of Award LTIP UnitsVested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (d) Notwithstanding anything contained herein Section 3(b), if the service of the Director terminates by reason of death or in disability (within the LP Agreementmeaning of Section 22(e)(3) of the Internal Revenue Code), the terms length of any severance or employment agreement between the Company and Director's service shall be deemed to be six months longer than the Grantee actual length; provided, however, that in no event shall determine whether, and such deemed time extension serve to what extent, any unvested Award LTIP increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitationwhich have been awarded hereunder. (e) Notwithstanding Section 3(b), in the event that the Director has completed the full term of service as a termination Director for which he or she was elected at an Annual Meeting of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In additionStockholders of the Company, upon a Change in Control, if the Award but is not assumed, converted standing for re-election to a subsequent term as a Director at the Annual Meeting of Stockholders of the Company at which he or replaced by she would otherwise have been re-elected (the continuing entity"Retirement Meeting"), all Award LTIP shares which are scheduled to vest subsequent to the Retirement Meeting but within the same fiscal quarter in which the Retirement Meeting is held shall become Vested shares as of the date immediately preceding such Retirement Meeting; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested Shares to more than the number of shares of Common Stock as equals that number of Units which are not vested shall be deemed to have vested immediately been awarded hereunder. (f) In the event that the Director's tenure as a member of the Company's Board of Directors terminates prior to a Vesting Date for any reason other than as set forth in this Section 3, including without limitation termination by the such Change in Control based on Company or the greater Company Group, any portion of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelAward that has not then become Vested will be forfeited automatically.

Vesting. (a) The Award LTIP Units shall become vested as All of the close Stock Units granted pursuant to this Award shall be subject to time-based vesting, with one-third (1/3) of business the Stock Units granted pursuant to this Award vesting on each of the Vesting Date if first three (i3) the Grantee remains continuously employed by the Company, or one anniversaries of its Affiliates (including the Operating Partnership) between the Grant Date and the (each, a “Vesting Date”), and subject to the Grantee’s Continuous Service with the Company (iior a Company Affiliate) through the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the applicable Vesting Date. Except as provided in Sections 2(b) and 2(c) below, if at any time the portion of Grantee’s Continuous Service terminates for any reason, then the Stock Units granted pursuant to this Award LTIP Units for which the performance criteria are not satisfied that remain unvested at such time shall automatically and without notice or payment of any consideration immediately be forfeited by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitswithout consideration therefor. (b) Subject If the Grantee’s Continuous Service terminates in circumstances that constitute a Terminating Event, any then unvested Stock Units granted pursuant to this Award will not be forfeited and such Stock Units granted pursuant to this Award will be fully vested as of the terms date of such Terminating Event and conditions shall be settled in shares of this Agreement and Stock in accordance with Section 1(b) following the LP Agreementdate of such Terminating Event (or, upon termination in the event such Terminating Event occurs as a result of the Grantee’s employmentQualifying Termination prior to a Change in Control, any on the date of such Change in Control) (which shall be considered a “Vesting Date” for purposes of this Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP UnitsAgreement). (c) The Administrator mayIn the event of the Grantee’s change in status from Employee, in its sole discretionDirector or Consultant to any other status of Employee, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein Director or in the LP AgreementConsultant, the terms of any severance or employment agreement between the Company and then, unless otherwise required by law, the Grantee shall determine whether, and continue to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined time-vest in any such severance or employment agreement). In addition, upon a Change in Control, if the then unvested Stock Units granted pursuant to this Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance levelGrantee’s Continuous Service.

Vesting. (a) The Award LTIP Units shall become vested as All of the close Stock Units and shares of business on Stock issued pursuant to this Award prior to the Vesting Date (as defined below) shall be subject to time-based vesting, with 100% of the Stock Units earned pursuant to this Award and the shares of Stock issued or issuable pursuant to this Award vesting on December 31, 2019 (the “Vesting Date”), subject to the Grantee’s continued employment with the Company (or a Company Affiliate) through such vesting date. All shares of Stock issued pursuant to this Award after the Vesting Date shall be fully vested upon issuance. Except as provided in Sections 3(b) and 3(c) below, if (i) at any time the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion shall cease to be an employee of the performance criteria are satisfied on Company or a Company Affiliate for any reason (other than in circumstances where the Vesting Date, the portion Grantee immediately thereafter remains or becomes an employee of the Company or a Company Affiliate), then the Stock Units and shares of Stock issued pursuant to this Award LTIP Units for which the performance criteria are not satisfied that remain unvested at such time shall automatically and without notice or payment of any consideration immediately be forfeited by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Unitswithout consideration therefor. (b) Subject If the Grantee shall cease to the terms and conditions be an employee of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or a Company Affiliate (other than in circumstances where the Operating PartnershipGrantee immediately thereafter remains or becomes an employee of a Company Affiliate) in circumstances that constitute a Terminating Event, terminate, any then unvested Stock Units or shares of Stock issued pursuant to this Award will not be forfeited and such Stock Units or shares of Stock issued pursuant to this Award will be and become null and void and neither fully time-vested as of the Grantee nor any date of his or her successors, heirs, assigns, or personal representatives such Terminating Event. Any shares of Stock issued pursuant to this Award with respect to Stock Units that vested pursuant to this Section 3(b) will thereafter have any further rights or interests in the Award LTIP Unitsbe fully time-vested upon issuance. (c) The In the event the Grantee shall cease to be an employee of the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) as a result of the Grantee’s change in status from an Employee to a Director or Consultant, then, unless otherwise required by law, the Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein on or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the date on which such Change change in Control status occurs, permit the Grantee to continue to time-vest in any then unvested Stock Units or shares of Stock issued pursuant to this Award based on the greater Grantee’s continued service as a Director or Consultant, in which case, unless otherwise provided by the Administrator, the Grantee ceasing to serve as a Director or Consultant will be treated in the same manner as Grantee ceasing to be an Employee of (i) actual performance through the closing date, Company or (ii) the target (maximum) performance levela Company Affiliate for purposes of this Agreement.