Common use of Performance Shares Clause in Contracts

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial Dividends, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that is not vested as of the date of such a Termination of Employment, shall become vested following the date of Termination of Employment. Notwithstanding the foregoing, if during the Involuntary Termination Protected Period either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount of the Class B Performance Shares as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain outstanding as of the last day of the Involuntary Termination Protected Period shall be forfeited immediately following the last day of the Involuntary Termination Protected Period.

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial DividendsDividends paid, if any, with respect to such Class B Performance Shares which have not vested at the time of the dividend payment) that is not vested as of the date of such a Termination of Employment, Employment shall become vested following the date of Termination of Employment. Notwithstanding the foregoing, if during the Involuntary period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period Period”), either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount of the Class B Performance Shares as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain outstanding as of the last day of the Involuntary Termination Protected D & D Protection Period shall be forfeited immediately following the last day of the Involuntary Termination D & D Protected Period. Notwithstanding anything to the contrary in this Section 6(c), as of the date of a Termination of Employment as a result of an Employee’s death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested Class B Performance Shares.

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial Dividends, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) Option that is not vested as of the date of such a Termination of Employment, Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Option that is vested as of the date of such Termination of Employment shall be exercised by the Employee, the Employee’s guardian or legal representative, or the Employee’s estate or by a person who acquired the right to exercise such Performance Option by bequest or inheritance or otherwise by reason of the death of the Employee (the “Employee’s Representative”) prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option. Notwithstanding the foregoing, if during the Involuntary period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period Period”), either (Ix) an Initial Public Offering occurs, or (IIy) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount a portion of the Class B Performance Shares Option as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time portion of the dividend payment) Performance Option that remain remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B to the extent the Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that Option remain outstanding as of the last day of the Involuntary Termination Protected Period D & D Protection Period, it shall be forfeited immediately following the last day of the Involuntary Termination D & D Protected Period. Notwithstanding anything to the contrary in this Section 7(c), as of the date of a Termination of Employment as a result of an Employee’s death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested portion of the Performance Option. Any portion of the Performance Option that becomes vested pursuant to this Section 7(c)(i)(A) in connection with an Initial Public Offering or Change in Control may, subject to Section 8 hereof and Section 12 of the Plan, be exercised by the Employee or the Employee’s Representative prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Option.

Performance Shares. Except as provided in The Company shall award to the immediately following sentence, no portion Executive 500,000 shares of the Class B common stock of the Company and shares of the common stock of The Meditrust Operating Company which are paired for trading purposes ("Paired Shares") in accordance with the terms described below and the Company's 1995 Share Award Plan (the "Award" of the "Performance Shares" under the "Plan"): (i) the Performance Shares (shall be deemed issued as of the first day of the Term upon payment of the par value thereof to the Company. Subject to the terms of an agreement to be entered into between the Executive and the Company related Custodial Dividendsto the Award (the "Award Agreement"), the Performance Shares shall vest on the third anniversary of the grant date or, if anysooner, the first business day after 30 consecutive days on which the closing price (the "30-Day Closing Price") of a Paired Share equals or exceeds three times the closing price for a Paired Share on March 22, 2000 (the "Benchmark Share Price"). (ii) the Executive shall receive all voting rights and dividends paid with respect to such Class B unvested Performance Shares which have not vested at from the time date of issuance so long as the Executive is an employee of the dividend paymentCompany and the Executive shall have no obligation to return any funds or other property received as dividends or otherwise with respect to the Performance Shares, regardless of whether such shares are vested. (iii) that upon the consummation of a Change in Control, as defined herein, (1) (A) if the Company is the surviving entity and remains a public company, the Performance Shares shall remain in effect; and (B) if the Company is not vested the surviving entity and the common stock of the surviving entity is publicly traded, all unvested Performance Shares shall be converted into shares of common stock of the surviving entity worth, as of the date of such a Termination of Employmentthe Change in Control, the amount that Executive's unvested Performance Shares were worth immediately prior to the Change in Control (based on the public market price paid by the acquiring company per share). The replacement unvested Performance Shares shall become continue to vest at least as soon as they would have vested following had there been no Change in Control; (2) if the date of Termination of Employment. Notwithstanding the foregoing, if during the Involuntary Termination Protected Period either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to Performance Shares do not remain in effect after a Change in Control transaction, then immediately prior to or the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount of the Class B successor entity does not provide substitute Performance Shares as determined pursuant to Exhibit A (and the related Custodial Dividends paidprovided above, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B all unvested Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain outstanding as of the last day of the Involuntary Termination Protected Period shall be forfeited immediately following the last day of the Involuntary Termination Protected Periodbecome fully vested.

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial Dividends, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) Option that is not vested as of the date of such a Termination of Employment, Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Option that is vested as of the date of such Termination of Employment shall be exercised by the Employee, the Employee’s guardian or legal representative, or the Employee’s estate or by a person who acquired the right to exercise such Performance Option by bequest or inheritance or otherwise by reason of the death of the Employee (the “Employee’s Representative”) prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option. Notwithstanding the foregoing, if during the Involuntary period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period Period”), either (Ix) an Initial Public Offering occurs, or (IIy) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount a portion of the Class B Performance Shares Option as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time portion of the dividend payment) Performance Option that remain remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B to the extent the Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain Option remains outstanding as of the last day of the Involuntary Termination Protected Period D & D Protection Period, it shall be forfeited immediately following the last day of the Involuntary Termination D & D Protected Period. Notwithstanding anything to the contrary in this Section 7(c), as of the date of a Termination of Employment as a result of an Employee’s death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested portion of the Performance Option. Any portion of the Performance Option that becomes vested pursuant to this Section 7(c)(i)(A) in connection with an Initial Public Offering or Change in Control may, subject to Section 8 hereof and Section 12 of the Plan, be exercised by the Employee or the Employee’s Representative prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Option.