Common use of Impact of a Change of Control Clause in Contracts

Impact of a Change of Control. If a Change of Control occurs before completion of the Performance Period and before termination of the Participant’s Continuous Service, (i) if the Change of Control occurs during the first two fiscal years of the Performance Period, performance shall be deemed met at the Target Performance level and the Participant shall remain eligible to vest in the Target Award either by remaining in Continuous Service through the last day of the Performance Period (in which case vesting will occur on the last day of the Performance Period) or by virtue of an earlier termination of Continuous Service by reason of (A) death, (B) a termination by the Company due to the Participant’s Disability or for any other reason other than Cause, or (C) a termination by the Participant for Good Reason (in which case vesting will occur on the date of termination), and (ii) if the Change of Control occurs after the second fiscal year, but before completion of the Performance Period, performance shall be deemed met at the greater of the Target Performance level and the level achieved based on Average Same Store NOI Growth over the first two years of the Performance Period, and the Participant shall remain eligible to vest in such amount either by remaining in Continuous Service through the last day of the Performance Period (in which case vesting will occur on the last day of the Performance Period) or by virtue of an earlier termination of Continuous Service by reason of (A) death, (B) a termination by the Company due to the Participant’s Disability or for any other reason other than Cause, or (C) a termination by the Participant for Good Reason (in which case vesting will occur on the date of termination). The Deferred Stock Units which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as the “Vested Deferred Stock Units” and all Deferred Stock Units which are not Vested Deferred Stock Units are sometimes herein referred to as the “Unvested Deferred Stock Units.”

Impact of a Change of Control. If a Change of Control occurs before completion of the Performance Period and before termination of the Participant’s Continuous Service, (i) if the Change of Control occurs during the first two fiscal years of the Performance Period, performance shall be deemed met at the Target Performance level and the Participant shall remain eligible to vest in the Target Award either by remaining in Continuous Service through the last day of the Performance Period (in which case vesting will occur on the last day of the Performance Period) or by virtue of an earlier termination of Continuous Service by reason of (A) death, (B) a termination by the Company due to the Participant’s Disability or for any other reason other than Cause, or (C) a termination by the Participant for Good Reason (in which case vesting will occur on the date of termination), and (ii) if the Change of Control occurs after the second [ ] fiscal year, but before completion of the Performance Period, performance shall be deemed met at the greater of the Target Performance level and the level achieved based on Average Same Store NOI Growth [ ] over the first two [ ] years of the Performance Period, and the Participant shall remain eligible to vest in such amount either by remaining in Continuous Service through the last day of the Performance Period (in which case vesting will occur on the last day of the Performance Period) or by virtue of an earlier termination of Continuous Service by reason of (A) death, (B) a termination by the Company due to the Participant’s Disability or for any other reason other than Cause, or (C) a termination by the Participant for Good Reason (in which case vesting will occur on the date of termination). The Deferred Stock Units which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as the “Vested Deferred Stock Units” and all Deferred Stock Units which are not Vested Deferred Stock Units are sometimes herein referred to as the “Unvested Deferred Stock Units.”” ny-2037657 v3