Common use of Forfeiture of Restricted Stock Clause in Contracts

Forfeiture of Restricted Stock. (a) If Grantee’s employment with the Company or any of its subsidiaries is terminated for any reason prior to the expiration of the Restricted Period, including without limitation termination of employment upon Grantee’s death or disability, Grantee shall immediately, and without any further action by the Company or Grantee, forfeit to the Company the portion of the Restricted Stock with respect to which the Restricted Period has not expired, and the certificate(s) representing such Restricted Stock shall be cancelled. (b) Notwithstanding the provisions of Section 3(a), unless otherwise specifically set forth in Exhibit A: (i) if Grantee retires at age 60 or older, with at least 15 years of service with the Company and predecessor companies, the Restricted Period shall be deemed to have expired with respect to a number of shares of Restricted Stock equal to 50% of Grantee's shares that would have otherwise been forfeited to the Company under Section 3(a), plus an additional 5% of such shares for each year of service beyond 15 years; (ii) if Grantee retires at age 60 or older, with 25 or more years of service with the Company and predecessor companies, the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted Stock; (iii) in the event of the death or disability of Grantee prior to the end of the Restricted Period, the Restricted Period shall be deemed to have expired with respect to a pro rata number of shares equal to (A) the number of shares of Grantee's Restricted Stock that would have otherwise been forfeited to the Company under Section 3(a), multiplied by (B) a fraction, the numerator of which is the number of complete calendar months from the Date of Grat to the date of such death or disability and the denominator of which is the total number of months in the original Restricted Period; and Restricted Stock Agreement (iv) Upon a Change in Control (as defined in the Plan), the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted Stock.

Forfeiture of Restricted Stock. If the employment of the Employee by the Company or its affiliates terminates for any reason except Retirement, death or following a Change in Control as described below, the shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall be forfeited and returned to the Company. Upon the Employee’s Retirement, any shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall not be forfeited, and shall continue to vest in accordance with the vesting schedule set forth on Schedule A as if the Employee had remained employed with the Company and the Employee shall have the right to receive a cash amount in accordance with Section 2 equal to dividends payable on such shares of Restricted Stock following the Employee’s Retirement as if the Employee was employed on the applicable payroll date. Upon the Employee’s death, all of the shares of Restricted Stock (whether or not vested) shall become fully vested and shall not be forfeitable. Upon the occurrence of (a) If Granteea Change in Control of the Company, and (b) the termination of employment of the Employee with the Company or its affiliates within 24 months of such Change in Control either (i) by the Company (or its successor) without Cause (as defined below) or (ii) by the Employee for Good Reason (as defined below), then any shares of Restricted Stock for which the applicable Vesting Period has not expired, shall become fully vested and shall not be forfeitable. For purposes of this Restricted Stock Agreement, a “Change in Control” of the Company means the occurrence of one of the following events: (i) individuals who, on the Grant Date, constitute the Board of Trustees of the Company (the “Incumbent Trustees”) cease for any reason to constitute at least a majority of the Board of Trustees (the “Board”), provided that any person becoming a trustee subsequent to the Grant Date whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Company as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Trustee; (ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Grant Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s employment with then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that an event described in this paragraph (ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Company or any majority-owned subsidiary of the Company (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the partners (as of the Grant Date) in Interstate Properties (“Interstate”) including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the “Interstate Partners”), (b) any entities the majority of the voting interests of which are beneficially owned by the Interstate Partners, or (c) any “group” (as described in Rule 13d-5(b)(i) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as, “Interstate Holders”); (iii) the consummation of a merger, consolidation, share exchange or similar form of transaction involving the Company or any of its subsidiaries subsidiaries, or the sale of all or substantially all of the Company’s assets (a “Business Transaction”), unless immediately following such Business Transaction (a) more than 50% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Company’s assets in such Business Transaction (the “Surviving Corporation”) is terminated for any reason beneficially owned, directly or indirectly, by the Interstate Holders or the Company’s shareholders immediately prior to the expiration of the Restricted Period, including without limitation termination of employment upon Grantee’s death or disability, Grantee shall immediatelyany such Business Transaction, and without any further action by the Company or Grantee, forfeit to the Company the portion of the Restricted Stock with respect to which the Restricted Period has not expired, and the certificate(s) representing such Restricted Stock shall be cancelled. (b) Notwithstanding no person (other than the provisions of Section 3(a), unless otherwise specifically persons set forth in Exhibit clauses (A: (i) if Grantee retires at age 60 or older, with at least 15 years of service with the Company and predecessor companies, the Restricted Period shall be deemed to have expired with respect to a number of shares of Restricted Stock equal to 50% of Grantee's shares that would have otherwise been forfeited to the Company under Section 3(a), plus an additional 5% (B), (C), or (F) of such shares for each year of service beyond 15 years; paragraph (ii) if Grantee retires at age 60 above or olderany tax-qualified, with 25 broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more years of service with the Company and predecessor companies, the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted Stock; (iii) in the event of the death or disability of Grantee prior to the end total voting power of the Restricted Period, the Restricted Period shall be deemed to have expired with respect to Surviving Corporation (a pro rata number of shares equal to (A) the number of shares of Grantee's Restricted Stock that would have otherwise been forfeited to the Company under Section 3(a“Non-Qualifying Transaction”), multiplied by (B) a fraction, the numerator of which is the number of complete calendar months from the Date of Grat to the date of such death or disability and the denominator of which is the total number of months in the original Restricted Period; and Restricted Stock Agreementor (iv) Upon Board approval of a Change liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the Company’s shareholders in Control (substantially the same proportions as defined in such shareholders owned the Plan), Company’s Voting Securities immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Company to Employee under this Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted StockStock Agreement.

Forfeiture of Restricted Stock. (a) If Grantee’s the Employee's employment with the Company or any and all of its subsidiaries is terminated prior to the Release Date for any reason prior to the expiration of the Restricted Period, (including without limitation limitation, disability or termination of employment upon Grantee’s death or disability, Grantee shall immediately, and without any further action by the Company and all subsidiaries thereof, with or Granteewithout cause) other than death, forfeit all Restricted Stock shall be forfeited to the Company on the date of such termination unless otherwise provided in subparagraph (b) below, or unless the Management Development, Nominating and Governance Committee of the Company's Board of Directors (the "Management Development Committee") or other Committee of such Board administering the Plan (the Management Development Committee or such other Committee is herein referred to as the "Committee") determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock with respect shall be released to which the Restricted Period has not expired, Employee and the certificate(s) representing restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by a duly elected officer of the Company, other than the Employee, shall not be considered a termination of employment during the period of such Restricted Stock shall be cancelledleave. (b) Notwithstanding If the provisions of Section 3(a), unless otherwise specifically set forth in Exhibit A: (i) if Grantee retires at age 60 or older, with at least 15 years of service Employee's employment with the Company and predecessor companiesall of its subsidiaries terminates by reason of retirement after reaching age 62 and after having been employed by the Company or any subsidiary thereof for an aggregate period of at least seven years, such retirement shall not result in forfeiture of the Performance Restricted Stock (this provision does not apply to the Base or Matching Restricted Stock) if no later than the date on which employment terminates, the Restricted Period Employee enters into an agreement with the Company (which agreement shall be deemed to have expired with respect to a number of shares of Restricted Stock equal to 50% of Grantee's shares that would have otherwise been forfeited drafted by and acceptable to the Company Company) under Section 3(a), plus an additional 5% of such shares for each year of service beyond 15 years; (ii) if Grantee retires at age 60 or older, with 25 or more years of service which the Employee agrees not to compete with the Company and predecessor companiesits subsidiaries during a period ending one year after the latest date set forth after "Performance Restricted Stock Release Date" on the signature page and the Employee complies with such agreement. If the Employee enters into such a non-competition agreement and thereafter breaches the terms thereof, the Restricted Period Stock shall be deemed to have expired forfeited. If the conditions in the second preceding sentence are satisfied and the Employee complies with respect to all the terms of Granteesuch agreement, upon the Employee's death, the provisions of Paragraph 5 shall apply as if the Employee's employment with the Company and its subsidiaries terminated because of such death. (c) Any shares of the Performance Restricted Stock; Stock for which a Release Date has not occurred by the latest date set forth after "Performance Restricted Stock Release Date" on the signature page (iii) such date being subject to extension as contemplated in the event last sentence of the death or disability of Grantee prior to the end of the Restricted Period, the Restricted Period paragraph 2(b)) shall be deemed to have expired with respect to a pro rata number of shares equal to (A) the number of shares of Grantee's Restricted Stock that would have otherwise been forfeited to the Company under Section 3(a)Company, multiplied by unless the Committee determines otherwise as contemplated in subparagraph (Ba) a fractionabove. (d) If Restricted Stock is forfeited, the numerator of which is Employee hereby appoints the number of complete calendar months from Company, acting through any Senior Vice President or more senior officer, as the Date of Grat Employee's attorney-in-fact to transfer such forfeited Restricted Stock to the date of such death or disability and the denominator of which is the total number of months in the original Restricted Period; and Restricted Stock Agreement (iv) Upon a Change in Control (as defined in the Plan), the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted StockCompany.

Forfeiture of Restricted Stock. (a) If Grantee’s the Employee's employment with the Company or any and all of its subsidiaries is ------------------------------ terminated prior to the Release Date for any reason prior to the expiration of the Restricted Period, (including without limitation limitation, disability or termination of employment upon Grantee’s death or disability, Grantee shall immediately, and without any further action by the Company and all subsidiaries thereof, with or Granteewithout cause) other than death, forfeit all Restricted Stock and all RSUs shall be forfeited to the Company on the date of such termination unless otherwise provided in subparagraph (b) below, or unless the Management Development, Nominating and Governance Committee of the Company's Board of Directors (the "Management Development Committee") or other Committee of such Board administering the Plan (the Management Development Committee or such other Committee is herein referred to as the "Committee") determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock with respect and/or Stock deliverable on settlement of RSUs shall be released to which the Restricted Period has not expired, Employee and the certificate(s) representing restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by a duly elected officer of the Company, other than the Employee, shall not be considered a termination of employment during the period of such leave. The Release Date for the Time Vested Restricted Stock shall be cancelled(and any Time Vested Restricted Stock awarded as RSUs) and the Performance Restricted Stock may occur on multiple dates, each of which is a Release Date for the number of shares determined as provided in Paragraphs 2(a) and (c). Hence, any forfeiture of Time Vested Restricted Stock, Time Vested Restricted Stock awarded as RSUs or Performance Restricted Stock applies only to the shares for which a Release Date had not yet occurred on the date of forfeiture. The preceding sentence has been included in this Agreement for the purpose of avoiding any doubt that the result described in the preceding sentence would occur; therefore, such result will occur under prior agreements awarding Performance Restricted Stock to the Employee even though a comparable provision is not included in such agreements. (b) Notwithstanding If the provisions of Section 3(a), unless otherwise specifically set forth in Exhibit A: (i) if Grantee retires at age 60 or older, with at least 15 years of service Employee's employment with the Company and predecessor companiesall of its subsidiaries terminates by reason of retirement after reaching age 62 and after having been employed by the Company or any subsidiary thereof for an aggregate period of at least seven years, such retirement shall not result in forfeiture of the Performance Restricted Stock or of any RSUs (this provision does not apply to the Base or Matching Restricted Stock nor does it apply to Time Vested Restricted Stock not awarded as RSUs) if no later than the date on which employment terminates, the Restricted Period Employee enters into an agreement with the Company (which agreement shall be deemed to have expired with respect to a number of shares of Restricted Stock equal to 50% of Grantee's shares that would have otherwise been forfeited drafted by and acceptable to the Company Company) under Section 3(a), plus an additional 5% of such shares for each year of service beyond 15 years; (ii) if Grantee retires at age 60 or older, with 25 or more years of service which the Employee agrees not to compete with the Company and predecessor companiesits subsidiaries during a period ending one year after the latest of the dates set forth after (i) "Time Vested Restricted Stock Release Date" on the signature page, and (ii) "Performance Restricted Stock Release Date" on the signature page, and the Employee complies with such agreement. If the Employee enters into such a non-competition agreement and thereafter breaches the terms thereof, the Restricted Period Stock and RSUs shall be deemed forfeited and the Employee shall return to have expired the Company any Stock that was awarded under this Agreement and that was delivered to the Employee after the date on which such non-competition agreement was entered into. If the conditions in the second preceding sentence are satisfied and the Employee complies with respect to all the terms of Granteesuch agreement, upon the Employee's death, the provisions of Paragraph 5 shall apply as if the Employee's employment with the Company and its subsidiaries terminated because of such death. (c) Any shares of (i) Performance Restricted Stock; Stock for which a Release Date has not occurred by the latest date set forth after "Performance Restricted Stock Release Date" on the signature page (iii) such date being subject to extension as contemplated in the event last sentence of Paragraph 2(c)) and (ii) Time Vested Restricted Stock for which a Release Date does not occur because the death or disability of Grantee prior to condition set forth after "Goal" on the end of the Restricted Periodsignature page is not satisfied, the Restricted Period shall be deemed to have expired with respect to a pro rata number of shares equal to (A) the number of shares of Grantee's Restricted Stock that would have otherwise been forfeited to the Company under Section 3(a)Company, multiplied by unless in the case of (Bi) a fractionand (ii) the Committee determines otherwise as contemplated in subparagraph (a) above. (d) If Restricted Stock is forfeited, the numerator of which is Employee hereby appoints the number of complete calendar months from Company, acting through any Vice President or more senior officer, as the Date of Grat Employee's attorney-in-fact to transfer such forfeited Restricted Stock to the date of such death or disability and the denominator of which is the total number of months in the original Restricted Period; and Restricted Stock Agreement (iv) Upon a Change in Control (as defined in the Plan), the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted StockCompany.

Forfeiture of Restricted Stock. (a) If Granteethe Employee’s employment with the Company and all of its subsidiaries is terminated prior to the Release Date for any reason (including without limitation, disability or termination by the Company and all subsidiaries thereof, with or without cause) other than death, all Restricted Stock and all RSUs shall be forfeited to the Company on the date of such termination unless otherwise provided in subparagraph (b) below, or unless the Management Development, Nominating and Governance Committee of the Company’s Board of Directors (the “Management Development Committee”) or other Committee of such Board administering the Plan (the Management Development Committee or such other Committee is herein referred to as the “Committee”) determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock and/or Stock deliverable on settlement of RSUs shall be released to the Employee and the restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by a duly elected officer of the Company, other than the Employee, shall not be considered a termination of employment during the period of such leave. The Release Date for the Time Vested Restricted Stock (and any Time Vested RSUs) and the Performance RSUs may occur on multiple dates, each of which is a Release Date for the number of shares or RSUs determined as provided in Paragraphs 2(a), (b) and (c). Hence, any forfeiture of Time Vested Restricted Stock, Time Vested Restricted RSUs or Performance RSUs applies only to the shares or RSUs for which a Release Date had not yet occurred on the date of forfeiture. The preceding sentence has been included in this Agreement for the purpose of avoiding any doubt that the result described in the preceding sentence would occur; therefore, such result will occur under prior agreements awarding Performance Restricted Stock to the Employee even though a comparable provision is not included in such agreements. (b) If the Employee’s employment with the Company and all of its subsidiaries terminates by reason of retirement after reaching age 62 and after having been employed by the Company or any subsidiary thereof for an aggregate period of at least seven years, such retirement shall not result in forfeiture of any Time Vested RSUs or Performance RSUs (this provision does not apply to the Base or Matching Restricted Stock nor does it apply to Time Vested Restricted Stock not awarded as RSUs) if (1) the Employee’s employment with the Company or any one of its subsidiaries is terminated continues for any reason prior no less than one year after the date of this Agreement, and (2) no later than the date on which employment terminates, the Employee enters into an agreement with the Company (which agreement shall be drafted by and acceptable to the expiration of the Restricted Period, including without limitation termination of employment upon Grantee’s death or disability, Grantee shall immediately, and without any further action by the Company or Grantee, forfeit to the Company the portion of the Restricted Stock with respect to Company) under which the Restricted Period has Employee agrees not expired, and the certificate(s) representing such Restricted Stock shall be cancelled. (b) Notwithstanding the provisions of Section 3(a), unless otherwise specifically set forth in Exhibit A: (i) if Grantee retires at age 60 or older, with at least 15 years of service to compete with the Company and predecessor companiesits subsidiaries during a period ending one year after the latest of the dates set forth after (i) “Time Vested Restricted Stock Release Date” on the signature page, and (ii) “Performance RSUs Release Date” on the signature page, and the Employee complies with such agreement. If the Employee enters into such a non-competition agreement and thereafter breaches the terms thereof, the Restricted Period RSUs shall be deemed to have expired with respect to a number of shares of Restricted Stock equal to 50% of Grantee's shares that would have otherwise been forfeited and the Employee shall return to the Company any Stock awarded under Section 3(a), plus an additional 5% this Agreement that was delivered to the Employee after the date on which such non-competition agreement was entered into. If the conditions in the second preceding sentence are satisfied and the Employee complies with the terms of such shares for each year agreement, upon the Employee’s death, the provisions of service beyond 15 years; (ii) Paragraph 5 shall apply as if Grantee retires at age 60 or older, with 25 or more years of service the Employee’s employment with the Company and predecessor companiesits subsidiaries terminated because of such death. (c) Any (i) Performance RSUs for which a Release Date has not occurred by the latest date set forth after “Performance RSUs Release Date” on the signature page (as such date may be extended under Paragraph 2(f)hereof) and (ii) Time Vested Restricted Stock for which a Release Date does not occur because the condition set forth after “Goal” on the signature page is not satisfied by the second anniversary of the latest date set forth after “Time Vested Restricted Stock Release Date” on the signature page (as such date may be extended under Paragraph 2(f) hereof), the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted Stock; (iii) in the event of the death or disability of Grantee prior to the end of the Restricted Period, the Restricted Period shall be deemed to have expired with respect to a pro rata number of shares equal to (A) the number of shares of Grantee's Restricted Stock that would have otherwise been forfeited to the Company under Section 3(a)Company, multiplied by unless in the case of (Bi) a fractionand (ii) the Committee determines otherwise as contemplated in subparagraph (a) above. (d) If Restricted Stock is forfeited, the numerator of which is Employee hereby appoints the number of complete calendar months from Company, acting through any Vice President or more senior officer, as the Date of Grat Employee’s attorney-in-fact to transfer such forfeited Restricted Stock to the date of such death or disability and the denominator of which is the total number of months in the original Restricted Period; and Restricted Stock Agreement (iv) Upon a Change in Control (as defined in the Plan), the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted StockCompany.

Forfeiture of Restricted Stock. (a) If Grantee’s the Employee's employment with the Company or any and all of its subsidiaries is terminated prior to the Release Date for any reason prior to the expiration of the Restricted Period, (including without limitation limitation, disability or termination of employment upon Grantee’s death or disability, Grantee shall immediately, and without any further action by the Company and all subsidiaries thereof, with or Granteewithout cause) other than death, forfeit all Restricted Stock and all RSUs shall be forfeited to the Company on the date of such termination unless otherwise provided in subparagraph (b) below, or unless the Management Development, Nominating and Governance Committee of the Company's Board of Directors (the "Management Development Committee") or other Committee of such Board administering the Plan (the Management Development Committee or such other Committee is herein referred to as the "Committee") determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock with respect and/or Stock deliverable on settlement of RSUs shall be released to which the Restricted Period has not expired, Employee and the certificate(s) representing restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by a duly elected officer of the Company, other than the Employee, shall not be considered a termination of employment during the period of such leave. The Release Date for the Time Vested Restricted Stock shall be cancelled(and any Time Vested Restricted Stock awarded as RSUs) and the Performance Restricted Stock may occur on multiple dates, each of which is a Release Date for the number of shares determined as provided in Paragraphs 2(a) and (c). Hence, any forfeiture of Time Vested Restricted Stock, Time Vested Restricted Stock awarded as RSUs or Performance Restricted Stock applies only to the shares for which a Release Date had not yet occurred on the date of forfeiture. The preceding sentence has been included in this Agreement for the purpose of avoiding any doubt that the result described in the preceding sentence would occur; therefore, such result will occur under prior agreements awarding Performance Restricted Stock to the Employee even though a comparable provision is not included in such agreements. (b) Notwithstanding If the provisions of Section 3(a), unless otherwise specifically set forth in Exhibit A: (i) if Grantee retires at age 60 or older, with at least 15 years of service Employee's employment with the Company and predecessor companiesall of its subsidiaries terminates by reason of retirement after reaching age 62 and after having been employed by the Company or any subsidiary thereof for an aggregate period of at least seven years, such retirement shall not result in forfeiture of the Performance Restricted Stock or of any RSUs (this provision does not apply to the Base or Matching Restricted Stock nor does it apply to Time Vested Restricted Stock not awarded as RSUs) if no later than the date on which employment terminates, the Restricted Period Employee enters into an agreement with the Company (which agreement shall be deemed to have expired with respect to a number of shares of Restricted Stock equal to 50% of Grantee's shares that would have otherwise been forfeited drafted by and acceptable to the Company Company) under Section 3(a), plus an additional 5% of such shares for each year of service beyond 15 years; (ii) if Grantee retires at age 60 or older, with 25 or more years of service which the Employee agrees not to compete with the Company and predecessor companiesits subsidiaries during a period ending one year after the latest of the dates set forth after (i) "Time Vested Restricted Stock Release Date" on the signature page, and (ii) "Performance Restricted Stock Release Date" on the signature page, and the Employee complies with such agreement. If the Employee enters into such a non-competition agreement and thereafter breaches the terms thereof, the Restricted Period Stock and RSUs shall be deemed to have expired with respect to all of Grantee's shares of Restricted Stock; (iii) in forfeited and the event of the death or disability of Grantee prior to the end of the Restricted Period, the Restricted Period Employee shall be deemed to have expired with respect to a pro rata number of shares equal to (A) the number of shares of Grantee's Restricted Stock that would have otherwise been forfeited return to the Company any Stock that was awarded under Section 3(a)this Agreement and that was delivered to the Employee after the date on which such non-competition agreement was entered into. If the conditions in the second preceding sentence are satisfied and the Employee complies with the terms of such agreement, multiplied by (B) a fractionupon the Employee's death, the numerator provisions of which is Paragraph 5 shall apply as if the number of complete calendar months from Employee's employment with the Date of Grat to the date Company and its subsidiaries terminated because of such death or disability and the denominator of which is the total number of months in the original Restricted Period; and Restricted Stock Agreement (iv) Upon a Change in Control (as defined in the Plan), the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted Stockdeath.

Forfeiture of Restricted Stock. (a) If Granteethe Employee’s employment with the Company or any and all of its subsidiaries is terminated prior to the Release Date for any reason prior to the expiration of the Restricted Period, (including without limitation limitation, disability or termination of employment upon Grantee’s death or disability, Grantee shall immediately, and without any further action by the Company and all subsidiaries thereof, with or Granteewithout cause) other than death, forfeit all Restricted Stock and all RSUs shall be forfeited to the Company on the date of such termination unless otherwise provided in subparagraph (b) below, or unless the Management Development, Nominating and Governance Committee of the Company’s Board of Directors (the “Management Development Committee”) or other Committee of such Board administering the Plan (the Management Development Committee or such other Committee is herein referred to as the “Committee”) determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock with respect and/or Stock deliverable on settlement of RSUs shall be released to which the Restricted Period has not expired, Employee and the certificate(s) representing restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by a duly elected officer of the Company, other than the Employee, shall not be considered a termination of employment during the period of such Restricted Stock shall be cancelledleave. (b) Notwithstanding If the provisions of Section 3(a), unless otherwise specifically set forth in Exhibit A: (i) if Grantee retires at age 60 or older, with at least 15 years of service Employee’s employment with the Company and predecessor companiesall of its subsidiaries terminates by reason of retirement after reaching age 62 and after having been employed by the Company or any subsidiary thereof for an aggregate period of at least seven years, such retirement shall not result in forfeiture of the Performance Restricted Stock or of any RSUs (this provision does not apply to the Base or Matching Restricted Stock nor does it apply to Time Vested Restricted Stock not awarded in the form of RSUs) if no later than the date on which employment terminates, the Restricted Period Employee enters into an agreement with the Company (which agreement shall be deemed to have expired with respect to a number of shares of Restricted Stock equal to 50% of Grantee's shares that would have otherwise been forfeited drafted by and acceptable to the Company Company) under Section 3(a), plus an additional 5% of such shares for each year of service beyond 15 years; (ii) if Grantee retires at age 60 or older, with 25 or more years of service which the Employee agrees not to compete with the Company and predecessor companiesits subsidiaries during a period ending one year after the latest of the dates set forth after (i) “Time Vested Restricted Stock Release Date” on the signature page, and (ii) “Performance Restricted Stock Release Date” on the signature page, and the Employee complies with such agreement. If the Employee enters into such a non-competition agreement and thereafter breaches the terms thereof, the Restricted Period Stock and RSUs shall be deemed to have expired forfeited. If the conditions in the second preceding sentence are satisfied and the Employee complies with respect to all the terms of Grantee's such agreement, upon the Employee’s death, the provisions of Paragraph 5 shall apply as if the Employee’s employment with the Company and its subsidiaries terminated because of such death. (c) Any shares of the Performance Restricted Stock; Stock for which a Release Date has not occurred by the latest date set forth after “Performance Restricted Stock Release Date” on the signature page (iii) such date being subject to extension as contemplated in the event last sentence of the death or disability of Grantee prior to the end of the Restricted Period, the Restricted Period paragraph 2(b)) shall be deemed to have expired with respect to a pro rata number of shares equal to (A) the number of shares of Grantee's Restricted Stock that would have otherwise been forfeited to the Company under Section 3(a)Company, multiplied by unless the Committee determines otherwise as contemplated in subparagraph (Ba) a fractionabove. (d) If Restricted Stock is forfeited, the numerator of which is Employee hereby appoints the number of complete calendar months from Company, acting through any Senior Vice President or more senior officer, as the Date of Grat Employee’s attorney-in-fact to transfer such forfeited Restricted Stock to the date of such death or disability and the denominator of which is the total number of months in the original Restricted Period; and Restricted Stock Agreement (iv) Upon a Change in Control (as defined in the Plan), the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted StockCompany.

Forfeiture of Restricted Stock. If the employment of the Employee by the Company or its affiliates terminates for any reason except Retirement, death or following a Change in Control as described below, the shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall be forfeited and returned to the Company. Upon the Employee’s Retirement, any shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall not be forfeited, and shall continue to vest in accordance with the vesting schedule set forth on Schedule A as if the Employee had remained employed with the Company and the Employee shall have the right to receive a cash amount in accordance with Section 2 equal to dividends payable on such shares of Restricted Stock following the Employee’s Retirement as if the Employee was employed on the applicable record date. Upon the Employee’s death, all of the shares of Restricted Stock (whether or not vested) shall become fully vested and shall not be forfeitable. Upon the occurrence of (a) If Granteea Change in Control of the Company, and (b) the termination of employment of the Employee with the Company or its affiliates within 24 months of such Change in Control either (i) by the Company (or its successor) without Cause (as defined below) or (ii) by the Employee for Good Reason (as defined below), then any shares of Restricted Stock for which the applicable Vesting Period has not expired, shall become fully vested and shall not be forfeitable. For purposes of this Restricted Stock Agreement, a “Change in Control” of the Company means the occurrence of one of the following events: (i) individuals who, on the Grant Date, constitute the Board of Trustees of the Company (the “Incumbent Trustees”) cease for any reason to constitute at least a majority of the Board of Trustees (the “Board”), provided that any person becoming a trustee subsequent to the Grant Date whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Company as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Trustee; (ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Grant Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s employment with then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that an event described in this paragraph (ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Company or any majority-owned subsidiary of the Company (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the partners (as of the Grant Date) in Interstate Properties (“Interstate”) including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the “Interstate Partners”), (b) any entities the majority of the voting interests of which are beneficially owned by the Interstate Partners, or (c) any “group” (as described in Rule 13d-5(b)(i) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as, “Interstate Holders”); (iii) the consummation of a merger, consolidation, share exchange or similar form of transaction involving the Company or any of its subsidiaries subsidiaries, or the sale of all or substantially all of the Company’s assets (a “Business Transaction”), unless immediately following such Business Transaction (a) more than 50% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Company’s assets in such Business Transaction (the “Surviving Corporation”) is terminated for any reason beneficially owned, directly or indirectly, by the Interstate Holders or the Company’s shareholders immediately prior to the expiration of the Restricted Period, including without limitation termination of employment upon Grantee’s death or disability, Grantee shall immediatelyany such Business Transaction, and without any further action by the Company or Grantee, forfeit to the Company the portion of the Restricted Stock with respect to which the Restricted Period has not expired, and the certificate(s) representing such Restricted Stock shall be cancelled. (b) Notwithstanding no person (other than the provisions of Section 3(a), unless otherwise specifically persons set forth in Exhibit clauses (A: (i) if Grantee retires at age 60 or older, with at least 15 years of service with the Company and predecessor companies, the Restricted Period shall be deemed to have expired with respect to a number of shares of Restricted Stock equal to 50% of Grantee's shares that would have otherwise been forfeited to the Company under Section 3(a), plus an additional 5% (B), (C), or (F) of such shares for each year of service beyond 15 years; paragraph (ii) if Grantee retires at age 60 above or olderany tax-qualified, with 25 broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more years of service with the Company and predecessor companies, the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted Stock; (iii) in the event of the death or disability of Grantee prior to the end total voting power of the Restricted Period, the Restricted Period shall be deemed to have expired with respect to Surviving Corporation (a pro rata number of shares equal to (A) the number of shares of Grantee's Restricted Stock that would have otherwise been forfeited to the Company under Section 3(a“Non-Qualifying Transaction”), multiplied by (B) a fraction, the numerator of which is the number of complete calendar months from the Date of Grat to the date of such death or disability and the denominator of which is the total number of months in the original Restricted Period; and Restricted Stock Agreementor (iv) Upon Board approval of a Change liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the Company’s shareholders in Control (substantially the same proportions as defined in such shareholders owned the Plan), Company’s Voting Securities immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Company to Employee under this Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted StockStock Agreement.

Forfeiture of Restricted Stock. (a) If Grantee’s the Employee's employment with the Company or any and all of its subsidiaries is terminated prior to the Release Date for any reason prior to the expiration of the Restricted Period, (including without limitation limitation, disability or termination of employment upon Grantee’s death or disability, Grantee shall immediately, and without any further action by the Company and all subsidiaries thereof, with or Granteewithout cause) other than death, forfeit all Restricted Stock and all RSUs shall be forfeited to the Company on the date of such termination unless otherwise provided in subparagraph (b) below, or unless the Management Development, Nominating and Governance Committee of the Company's Board of Directors (the "Management Development Committee") or other Committee of such Board administering the Plan (the Management Development Committee or such other Committee is herein referred to as the "Committee") determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock with respect and/or Stock deliverable on settlement of RSUs shall be released to which the Restricted Period has not expired, Employee and the certificate(s) representing restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by a duly elected officer of the Company, other than the Employee, shall not be considered a termination of employment during the period of such leave. The Release Date for the Time Vested Restricted Stock shall be cancelled(and any Time Vested Restricted Stock awarded as RSUs) and the Performance Restricted Stock may occur on multiple dates, each of which is a Release Date for the number of shares determined as provided in Paragraphs 2(a) and (c). Hence, any forfeiture of Time Vested Restricted Stock, Time Vested Restricted Stock awarded as RSUs or Performance Restricted Stock applies only to the shares for which a Release Date had not yet occurred on the date of forfeiture. The preceding sentence has been included in this Agreement for the purpose of avoiding any doubt that the result described in the preceding sentence would occur; therefore, such result will occur under prior agreements awarding Performance Restricted Stock to the Employee even though a comparable provision is not included in such agreements. (b) Notwithstanding If the provisions of Section 3(a), unless otherwise specifically set forth in Exhibit A: (i) if Grantee retires at age 60 or older, with at least 15 years of service Employee's employment with the Company and predecessor companiesall of its subsidiaries terminates by reason of retirement after reaching age 62 and after having been employed by the Company or any subsidiary thereof for an aggregate period of at least seven years, such retirement shall not result in forfeiture of the Performance Restricted Stock or of any RSUs (this provision does not apply to the Base or Matching Restricted Stock nor does it apply to Time Vested Restricted Stock not awarded as RSUs) if no later than the date on which employment terminates, the Restricted Period Employee enters into an agreement with the Company (which agreement shall be deemed to have expired with respect to a number of shares of Restricted Stock equal to 50% of Grantee's shares that would have otherwise been forfeited drafted by and acceptable to the Company Company) under Section 3(a), plus an additional 5% of such shares for each year of service beyond 15 years; (ii) if Grantee retires at age 60 or older, with 25 or more years of service which the Employee agrees not to compete with the Company and predecessor companiesits subsidiaries during a period ending one year after the latest of the dates set forth after (i) "Time Vested Restricted Stock Release Date" on the signature page, and (ii) "Performance Restricted Stock Release Date" on the signature page, and the Employee complies with such agreement. If the Employee enters into such a non-competition agreement and thereafter breaches the terms thereof, the Restricted Period Stock and RSUs shall be deemed forfeited and the Employee shall return to have expired the Company any Stock that was awarded under this Agreement and that was delivered to the Employee after the date on which such non-competition agreement was entered into. If the conditions in the second preceding sentence are satisfied and the Employee complies with respect to all the terms of Granteesuch agreement, upon the Employee's death, the provisions of Paragraph 5 shall apply as if the Employee's employment with the Company and its subsidiaries terminated because of such death. (c) Any shares of (i) Performance Restricted Stock; Stock for which a Release Date has not occurred by the latest date set forth after "Performance Restricted Stock Release Date" on the signature page (iii) such date being subject to extension as contemplated in the event last sentence of Paragraph 2(c)) and (ii) Time Vested Restricted Stock for which a Release Date does not occur because the death or disability of Grantee prior to condition set forth after "Goal" on the end of the Restricted Periodsignature page is not satisfied, the Restricted Period shall be deemed to have expired with respect to a pro rata number of shares equal to (A) the number of shares of Grantee's Restricted Stock that would have otherwise been forfeited to the Company under Section 3(a)Company, multiplied by unless in the case of (Bi) a fractionand (ii) the Committee determines otherwise as contemplated in subparagraph (a) above. (d) If Restricted Stock is forfeited, the numerator of which is Employee hereby appoints the number of complete calendar months from Company, acting through any Vice President or more senior officer, as the Date of Grat Employee's attorney-in-fact to transfer such forfeited Restricted Stock to the date of such death or disability and the denominator of which is the total number of months in the original Restricted Period; and Restricted Stock Agreement (iv) Upon a Change in Control (as defined in the Plan), the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted StockCompany.

Forfeiture of Restricted Stock. (a) If Grantee’s the Employee's employment with the Company and all of its subsidiaries is terminated prior to the Release Date for any reason (including without limitation, disability or termination by the Company and all subsidiaries thereof, with or without cause) other than death, all Restricted Stock and all RSUs shall be forfeited to the Company on the date of such termination unless otherwise provided in subparagraph (b) below, or unless the Management Development, Nominating and Governance Committee of the Company's Board of Directors (the "Management Development Committee") or other Committee of such Board administering the Plan (the Management Development Committee or such other Committee is herein referred to as the "Committee") determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock and/or Stock deliverable on settlement of RSUs shall be released to the Employee and the restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by a duly elected officer of the Company, other than the Employee, shall not be considered a termination of employment during the period of such leave. The Release Date for the Time Vested Restricted Stock (and any Time Vested RSUs) and the Performance RSUs may occur on multiple dates, each of which is a Release Date for the number of shares or RSUs determined as provided in Paragraphs 2(a), (b) and (c). Hence, any forfeiture of Time Vested Restricted Stock, Time Vested Restricted RSUs or Performance RSUs applies only to the shares or RSUs for which a Release Date had not yet occurred on the date of forfeiture. The preceding sentence has been included in this Agreement for the purpose of avoiding any doubt that the result described in the preceding sentence would occur; therefore, such result will occur under prior agreements awarding Performance Restricted Stock to the Employee even though a comparable provision is not included in such agreements. (b) If the Employee's employment with the Company and all of its subsidiaries terminates by reason of retirement after reaching age 62 and after having been employed by the Company or any subsidiary thereof for an aggregate period of at least seven years, such retirement shall not result in forfeiture of any Time Vested RSUs or Performance RSUs (this provision does not apply to the Base or Matching Restricted Stock nor does it apply to Time Vested Restricted Stock not awarded as RSUs) if (1) the Employee's employment with the Company or any one of its subsidiaries is terminated continues for any reason prior no less than one year after the date of this Agreement, and (2) no later than the date on which employment terminates, the Employee enters into an agreement with the Company (which agreement shall be drafted by and acceptable to the expiration of the Restricted Period, including without limitation termination of employment upon Grantee’s death or disability, Grantee shall immediately, and without any further action by the Company or Grantee, forfeit to the Company the portion of the Restricted Stock with respect to Company) under which the Restricted Period has Employee agrees not expired, and the certificate(s) representing such Restricted Stock shall be cancelled. (b) Notwithstanding the provisions of Section 3(a), unless otherwise specifically set forth in Exhibit A: (i) if Grantee retires at age 60 or older, with at least 15 years of service to compete with the Company and predecessor companiesits subsidiaries during a period ending one year after the latest of the dates set forth after (i) "Time Vested Restricted Stock Release Date" on the signature page, and (ii) "Performance RSUs Release Date" on the signature page, and the Employee complies with such agreement. If the Employee enters into such a non-competition agreement and thereafter breaches the terms thereof, the Restricted Period RSUs shall be deemed to have expired with respect to a number of shares of Restricted Stock equal to 50% of Grantee's shares that would have otherwise been forfeited and the Employee shall return to the Company any Stock awarded under Section 3(a), plus an additional 5% this Agreement that was delivered to the Employee after the date on which such non-competition agreement was entered into. If the conditions in the second preceding sentence are satisfied and the Employee complies with the terms of such shares for each year agreement, upon the Employee's death, the provisions of service beyond 15 years; (ii) Paragraph 5 shall apply as if Grantee retires at age 60 or older, with 25 or more years of service the Employee's employment with the Company and predecessor companies, the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted Stock; (iii) in the event of the death or disability of Grantee prior to the end of the Restricted Period, the Restricted Period shall be deemed to have expired with respect to a pro rata number of shares equal to (A) the number of shares of Grantee's Restricted Stock that would have otherwise been forfeited to the Company under Section 3(a), multiplied by (B) a fraction, the numerator of which is the number of complete calendar months from the Date of Grat to the date its subsidiaries terminated because of such death or disability and the denominator of which is the total number of months in the original Restricted Period; and Restricted Stock Agreement (iv) Upon a Change in Control (as defined in the Plan), the Restricted Period shall be deemed to have expired with respect to all of Grantee's shares of Restricted Stockdeath.