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

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 hereof, and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employment.

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust Company or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c5(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c5(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units RSUs that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 3 hereof, and the Recipient’s Earned Performance-Based LTIP UnitsRSUs, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust Company or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» January 29, 2018 and ending on «Fourth Anniversary of Commencement Date»January 29, 2022. Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units RSUs shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof. With respect to Earned Performance-Based LTIP Units RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units RSUs shall lapse and such Earned Performance-Based LTIP Units RSUs shall automatically become fully vested as of the date of the termination of the Recipient’s employment.

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust Company or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c5(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c5(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units RSUs that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 3 hereof, and the Recipient’s Earned Performance-Based LTIP UnitsRSUs, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust Company or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units RSUs shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof. With respect to Earned Performance-Based LTIP Units RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units RSUs shall lapse and such Earned Performance-Based LTIP Units RSUs shall automatically become fully vested as of the date of the termination of the Recipient’s employment.

Termination of Employment; Change in Control. (a) IfIn the event Executive terminates his employment with Reit for Good Reason (as hereinafter defined), or subject to the provisions of Paragraphs 4(b), 4(d), 4(e) and 4(h) below as applicable, in the event Reit terminates Executive's employment during the Performance Employment Period, the Recipient’s employment is terminated (i) by Reit shall pay Executive any unpaid salary accrued through and including the Company, date of termination plus any unpaid Formula Bonus due Executive for any prior year and/or the Trust or an Affiliate without Cause, year of termination (the "Accrued Amount"); (ii) by if such termination occurs on or prior to January 1, 2002 Reit shall pay Executive's salary at the Recipient for “Good Reason” rate of his Annual Base Salary then in effect on date of termination through January 1, 2002 in a single sum payment as soon as practicable following termination of employment (as such term is defined in Section 6(c) hereof"Initial Period Severance"), (iii) due plus $100,000 of principal under the Stock Acquisition Loan on date of termination of Executive's employment pursuant to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient this Paragraph shall be determined at the end of the Performance Period in accordance with Section 4 hereof, and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested forgiven as of the date of Executive's termination and the number of shares of Reit Common Stock held as collateral for the Stock Acquisition Loan which are not needed to satisfy the balance of the Stock Acquisition Loan shall be released to Executive as soon as practicable after Executive's date of termination ("Initial Period Stock Acquisition Loan Forgiveness and Collateral Release"); (iii) if such termination occurs after January 1, 2002 but prior to June 30, 2004, Reit shall pay Executive's salary at the rate of his Annual Base Salary then in effect on date of termination through June 30, 2004 in a single sum payment as soon as practicable following termination of employment ("Second Period Severance"), plus the Recipient’s employment.remaining $100,000 principal balance of the Stock Acquisition Loan shall be forgiven and shares of Reit Common Stock held as collateral shall be released

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 hereof, and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date»hereof. Notwithstanding the foregoing, if If the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employment.

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 hereof, and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» January 29, 2018 and ending on «Fourth Anniversary of Commencement Date»January 29, 2022. Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the termination of the Recipient’s employment.

Termination of Employment; Change in Control. (a) If, during the Performance Period, the Recipient’s employment is terminated (i) by the Company, the Trust Company or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c5(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c5(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units RSUs that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 3 hereof, and the Recipient’s Earned Performance-Based LTIP UnitsRSUs, if any, shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof on a pro rata basis, determined based on (x) the number of days that have elapsed from the beginning of the Performance Period through the date the Recipient ceases to be an employee of the Company, the Trust or an Affiliate, compared to (y) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date»hereof. Notwithstanding the foregoing, if If the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units RSUs shall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a3(a) hereof. With respect to Earned Performance-Based LTIP Units RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified Termination, any restrictions on the Earned Performance-Based LTIP Units RSUs shall lapse and such Earned Performance-Based LTIP Units RSUs shall automatically become fully vested as of the date of the termination of the Recipient’s employment.

Termination of Employment; Change in Control. (a) IfIf Xxxxxxx’s Continuous Service terminates for any reason prior to the last day of the Performance Period other than as provided herein, during then Grantee shall forfeit Grantee’s outstanding Units as of the date of such termination without further consideration or any act or action by Grantee. (b) If Xxxxxxx’s Continuous Service is terminated for Cause at any time prior to the Determination Date, then Grantee shall forfeit Grantee’s outstanding Units without further consideration or any act or action by Grantee. (c) If Grantee has a Qualifying Termination prior to the last day of the Performance Period, the Recipient’s employment is terminated (i) by the Companythen, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 6(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 hereof, and the Recipient’s Earned Performance-Based LTIP Units, if any, shall become vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof on such Qualifying Termination, a pro rata basisportion of the Target Award shall vest and convert to shares of Stock (with such pro rata portion determined by multiplying the Target Award by a fraction, determined based on (x) the numerator of which shall be the number of days that have months elapsed from the beginning of in the Performance Period through prior to Xxxxxxx’s Qualifying Termination, and the date the Recipient ceases to denominator shall be an employee of the Company, the Trust or an Affiliate, compared to 36). (yd) the total number of days during the period commencing on «Commencement Date» and ending on «Fourth Anniversary of Commencement Date». Notwithstanding the foregoing, if the Recipient’s Qualified Termination occurs during the Performance Period and within twelve (12) months after If there is a Change in Control in which prior to the Performance-Based LTIP last day of the Performance Period, and the Units are not assumed by the acquirer or surviving entity or otherwise equitably converted or substituted in connection with the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as of the date that in a manner approved by the Committee determines or the achievement of the Performance Criteria in accordance with Section 4(a) hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Recipient’s Qualified TerminationBoard, any restrictions on the Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested then, as of the date of the termination Change in Control, a pro rata portion of the RecipientTarget Award shall vest and convert to shares of Stock (with such pro rata portion determined by multiplying the Target Award by a fraction, the numerator of which shall be the number of months elapsed in the Performance Period prior to the Change in Control, and the denominator shall be 36). (e) If there is a Change in Control prior to the last day of the Performance Period, and the Units are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control in a manner approved by the Committee or the Board, then, as of the date of a CIC Qualifying Termination, a pro rata portion of the Target Award shall vest and convert to shares of Stock (with such pro rata portion determined by multiplying the Target Award by a fraction, the numerator of which shall be the number of months elapsed in the Performance Period prior to Grantee’s employmentCIC Qualifying Termination, and the denominator shall be 36. 5.