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 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 shall become vested following the date of Termination of Employment. Notwithstanding the foregoing, if during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D 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 D & D Protection Period shall be forfeited immediately following the last day of the 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 paidDividends, 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 period commencing with such Involuntary 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 D & D Protection Involuntary Termination Protected Period shall be forfeited immediately following the last day of the D & D Involuntary Termination 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 paid, if any, with respect to such Class B Performance 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 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 period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected 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 D & D Protection Period Period, it shall be forfeited immediately following the last day of the D & D Protected Period. Notwithstanding anything to the contrary in this Section 6(c7(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 portion of the Performance SharesOption. 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 (a) Performance Shares may be awarded either alone or in the immediately following sentence, no portion addition to other Awards granted under this Plan and shall consist of the Class B right to receive Common Shares or cash of an equivalent value at the end of a specified Performance Period (defined below). The Committee shall determine the participants to whom and the time or times at which Performance Shares shall be awarded, the number of Performance Shares to be awarded to any person, the duration of the period (the "Performance Period") during which, and the related Custodial Dividends paidconditions under which, if anyreceipt of the Common Shares will be deferred, with respect and the other terms and conditions of the Award in addition to such Class B those set forth in this Section 9. The Committee may condition the grant of Performance Shares which have not vested upon the attainment of specified performance goals or such other factors or criteria as the Committee shall determine. (b) Performance Shares awarded pursuant to this Section 9 shall be subject to the following terms and conditions: (i) Unless otherwise determined by the Committee at the time of the dividend payment) that is not vested as grant of the date of such a Termination of Employment shall become vested following the date of Termination of Employment. Notwithstanding the foregoingAward, if amounts equal to any dividends declared during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period”), either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement Performance Period with respect to the number of Common Shares covered by a Change in Control transaction, then immediately prior Performance Share Award will not be paid to the effective date participant. (ii) Subject to the provisions of the Initial Public Offering or Change in ControlPerformance Share Award and this Plan, at the expiration of the Performance Period, share certificates and/or cash of an equivalent value (as applicable (and subject the Committee may determine) shall be delivered to the consummation of such Initial Public Offering participant, or Change his or her legal representative, in Control), an amount a number equal to the vested shares covered by the Performance Share Award. (iii) Subject to the applicable provisions of the Class B Performance Share Award and this Plan, upon termination of a participant's employment with the Company for any reason during the Performance Period for a given Performance Share Award, the 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) in question 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 D & D Protection Period shall be forfeited immediately following in accordance with the last day of the 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, terms and conditions established by 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 paid, if any, with respect to such Class B Performance 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 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 period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected 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 D & D Protection Period Period, it shall be forfeited immediately following the last day of the D & D Protected Period. Notwithstanding anything to the contrary in this Section 6(c7(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 portion of the Performance SharesOption. 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 Dividends paidto 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 the time of the dividend payment) that is not vested as of from the date of such a Termination issuance so long as the Executive is an employee of Employment shall become vested following the date of Termination of Employment. Notwithstanding the foregoing, if during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period”), either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement 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) upon the consummation of a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable defined herein, (1) (A) if the Company is the surviving entity and subject to remains a public company, the consummation of such Initial Public Offering or Change Performance Shares shall remain in Control), an amount effect; and (B) if the Company is not the surviving entity and the common stock of the Class B surviving entity is publicly traded, all unvested 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 shall be converted into shares of common stock 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 D & D Protection Period shall be forfeited immediately following the last day of the D & D Protected Period. Notwithstanding anything to the contrary in this Section 6(c)surviving entity worth, as of the date of a Termination of Employment as a result of an Employee’s death or Permanent Disabilitythe Change in Control, the Committeeamount 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 continue to vest at least as soon as they would have vested had there been no Change in Control; (2) if the Performance Shares do not remain in effect after a Change in Control or the successor entity does not provide substitute Performance Shares as provided above, in its sole discretion, may provide for the vesting of any then all unvested Class B Performance SharesShares shall become fully vested.