Common use of Restrictions and Conditions Clause in Contracts

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be subject to the following restrictions and conditions: (a) The number of Restricted Shares earned by the Grantee shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement (or have such Restricted Shares attached or garnished). (e) Except as provided in the foregoing clause (d), below in this clause (e) or below in clause (i), the Grantee shall have, in respect of the Restricted Shares (whether or not vested), all of the rights of a Shareholder, including the right to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Restricted Shares. (f) Subject to clause (g) and clause (h) below, upon the Grantee's Termination of Service for any reason during the Restriction Period, all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (g) Termination of Service as an employee shall not be treated as a Termination of Service for purposes of this Section 2 if the Grantee continues without interruption to serve thereafter as an employee, officer or director of the Company or in such other capacity as determined by the Committee, and the termination of such successor service shall be treated as the applicable termination. (h) Notwithstanding clause (f) above, in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transaction.

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be LTIP Units are subject to the following restrictions and conditions, in addition to any requirements or restrictions set forth with respect to LTIP Units in the Plan and the Partnership Agreement: (a) The number of Restricted Shares earned by the Grantee [] LTIP Units shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder vest as specified in Annex A attached hereto (the "AFFO Restricted SharesTime Vested LTIP Units")) and [] LTIP Units, representing the maximum number of LTIP Units that can vest based on performance, shall vest as specified in accordance with the schedule Annex B attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted SharesPerformance Vested LTIP Units"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreementparagraph 5(b) below, during the Restriction period prior to the full vesting of any LTIP Unit (the "Vesting Period"), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Restricted Shares awarded under this Agreement such LTIP Unit (or have such Restricted Shares LTIP Unit attached or garnished). (eb) Except as provided in the foregoing clause paragraph (da), below in this clause paragraph (eb) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholder, including holder of LTIP Units as set forth in the right Partnership Agreement. Distributions and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee or his or her designee promptly afterin accordance with the terms of the Partnership Agreement, except that the Grantee, during the Vesting Period, shall be entitled to receive distributions (1) with respect to each Time Vested LTIP Unit, equal to and only afterconcurrently with each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made and (2) with respect to each Performance Vested LTIP Unit at the "Maximum Level" (as set forth on Annex B), equal to ten percent (10%) of the distributions payable with respect to each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made (the "Interim Distributions"). Upon the completion of the Vesting Period, Grantee shall be entitled to receive an amount equal to (1) the distributions payable during the Vesting Period with respect to a number of Class A OP Units of the Company that is identical to the actual number of Performance Vested LTIP Units earned pursuant to Annex B, less (2) the amount of the Interim Distributions (such amount, the Restriction Period "Performance Distribution"). After the completion of the Vesting Period, Grantee shall lapse without forfeiture in respect be entitled to receive distributions on each vested LTIP Unit equal to distributions paid to a holder of such Restricted Sharesa Class A OP Unit as distributions on Class A OP Units are made. (fc) Subject to clause paragraphs (gd), (e) and clause (hf) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) without Cause (as defined in Grantee's employment agreement with the Company dated [] (the "Employment Agreement")), (ii) for Good Reason (as defined in the Employment Agreement), (iii) by reason of the Grantee's death or (iv) on account of the Grantee's Disability (as defined in the Employment Agreement) prior to the completion of the Vesting Period, then upon the completion of the Vesting Period, (1) the Grantee shall receive a prorated number of the Performance Vested LTIP Units calculated by multiplying the number of the Performance Vested LTIP Units that would have been awarded upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period by a fraction (the "Termination Fraction") the numerator of which is (y) the number of calendar days that elapsed from the beginning of the Vesting Period to and including the date of the Grantee’s Termination of Service, and the denominator of which is (z) the number of calendar days in the Vesting Period, (2) the Grantee shall receive a prorated amount of the Performance Distribution calculated by multiplying the amount of the Performance Distribution that would have been paid upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period (as calculated under paragraph 2(b) above) by the Termination Fraction, and (3) the outstanding Time Vested LTIP Units shall immediately vest. Notwithstanding the foregoing or any provisions of the Employment Agreement, in the event of such a Termination of Service following a Change of Control which occurs after June 30, 20[], then the number of Performance Vested LTIP Units that shall vest shall be calculated in the same manner as set forth in this paragraph (c) without being subject to proration. (d) Upon the completion of the Vesting Period, or, if earlier, the Grantee's Termination of Service for any reason during the Restriction Periodother than as specified above in paragraph (c), all Restricted Shares still subject to restriction shall thereuponLTIP Units granted hereunder that have not vested will be forfeited without payment of any consideration, and with no neither the Grantee nor his or her successors, heirs, assigns, or personal representatives will thereafter have any further action, be forfeited by the Granteerights or interests in such LTIP Units. (ge) Termination If the Grantee commences or continues service as a director or consultant of Service as an employee the Company upon termination of employment, such continued service shall not be treated as a continued employment hereunder (and for purposes of the Plan), and the subsequent termination of service shall be treated as the applicable Termination of Service for purposes of this Section 2 if Agreement. (f) If the Grantee's Employment Agreement provides that LTIP Units subject to restriction shall be subject to terms other than those set forth above, the terms of the Employment Agreement shall apply with respect to such LTIP Units granted hereby and shall, to the extent applicable, supersede the terms hereof. (g) For purposes of this Agreement, a Termination of Service shall occur when the employee-employer relationship or trusteeship, or other service relationship, between the Grantee continues without interruption to serve thereafter as an employee, officer or director of and the Company is terminated for any reason, including, but not limited to, any termination by resignation, discharge, death or in such other capacity as determined by retirement under the Employment Agreement. The Compensation Committee, in its absolute discretion, shall determine the effects of all matters and the questions relating to termination of such successor service. For this purpose, the service relationship shall be treated as continuing intact while the applicable termination. Grantee is on sick leave or other bona fide leave of absence (h) Notwithstanding clause (f) above, to be determined in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance discretion of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transactionCompensation Committee).

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement Units shall be subject to the following restrictions and conditions: (a) The number of Restricted Shares earned by the Grantee shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction forfeiture with respect to the Restricted Shares earned hereunder Units (the "“Restriction Period"”) shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, shall end as follows: (i) with respect to one sixteenth (6.25%) 50 percent of the Restricted Shares earned hereunderUnits, on each three month anniversary of the Grant Date date on which a settlement agreement relating to the Gramercy Realty Loan Documents that has been approved by the Board (so that the period of restriction “Settlement Agreement”) is entered into by all parties thereto, and (ii) with respect to 100% the remaining 50 percent of the Restricted Shares will lapse on Units, June 30, 2012 (the fourth anniversary “Final Vesting Date”). Each date that all or any portion of the Grant Restricted Units shall vest hereunder shall be referred to as a “Vesting Date). For purposes .” The Restricted Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of during the Restriction Period. (b) If the Grantee shall cease to be an officer of the Plan and this Company prior to the Final Vesting Date due to (i) a termination without Cause (as defined in the Employment Agreement) under the Employment Agreement, Restricted Shares (ii) a resignation by the Grantee with respect to which Good Reason (as defined in the Restriction Period has lapsed shall be vested. Notwithstanding Employment Agreement) under the foregoingEmployment Agreement or (iii) the death or Disability of the Grantee, then the Restriction Period with respect to any then unvested Restricted Units shall lapse, and such Restricted Shares Units shall only lapse as be deemed to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, be vested on such date that the Grantee shall not ceases to be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement (or have such Restricted Shares attached or garnished)an officer. (ec) Except If a Change-in-Control (as provided in the foregoing clause (d), below in this clause (edefined below) occurs on or below in clause (i), the Grantee shall have, in respect of the Restricted Shares (whether or not vested), all of the rights of a Shareholder, including the right to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered prior to the Grantee or his or her designee promptly afterFinal Vesting Date, and only after, then the Restriction Period shall lapse without forfeiture in respect of such Restricted Shares. (f) Subject to clause (g) and clause (h) below, upon the Grantee's Termination of Service for any reason during the Restriction Period, all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (g) Termination of Service as an employee shall not be treated as a Termination of Service for purposes of this Section 2 if the Grantee continues without interruption to serve thereafter as an employee, officer or director of the Company or in such other capacity as determined by the Committee, and the termination of such successor service shall be treated as the applicable termination. (h) Notwithstanding clause (f) above, in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to any then unvested Restricted Shares Units shall thereuponlapse, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's such Restricted Shares shall not be immediately paid to the Grantee, but Units shall be held by the Company and deemed to be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest vested on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transactionChange-in-Control.”

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be LTIP Units are subject to the following restrictions and conditions, in addition to any requirements or restrictions set forth with respect to LTIP Units in the Plan and the Partnership Agreement: (a) The number of Restricted Shares earned by the Grantee [●] LTIP Units shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder vest as specified in Annex A attached hereto (the "AFFO Restricted SharesTime Vested LTIP Units")) and [●] LTIP Units, representing the maximum number of LTIP Units that can vest based on performance, shall vest as specified in accordance with the schedule Annex B attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted SharesPerformance Vested LTIP Units"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreementparagraph 5(b) below, during the Restriction period prior to the full vesting of any LTIP Unit (the "Vesting Period"), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement such LTIP Unit (or have such Restricted Shares LTIP Unit attached or garnished). (eb) Except as provided in the foregoing clause paragraph (da), below in this clause paragraph (eb) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholder, including holder of LTIP Units as set forth in the right Partnership Agreement. Distributions and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee or his or her designee promptly afterin accordance with the terms of the Partnership Agreement, except that the Grantee, during the Vesting Period, shall be entitled to receive distributions (1) with respect to each Time Vested LTIP Unit, equal to and only afterconcurrently with each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made and (2) with respect to each Performance Vested LTIP Unit at the "Maximum Level" (as set forth on Annex B), equal to ten percent (10%) of the distributions payable with respect to each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made (the "Interim Distributions"). Upon the completion of the Vesting Period, Grantee shall be entitled to receive an amount equal to (1) the distributions payable during the Vesting Period with respect to a number of Class A OP Units of the Partnership that is identical to the actual number of Performance Vested LTIP Units earned pursuant to Annex B, less (2) the amount of the Interim Distributions (such amount, the Restriction Period "Performance Distribution"). After the completion of the Vesting Period, Grantee shall lapse without forfeiture in respect be entitled to receive distributions on each vested LTIP Unit equal to distributions paid to a holder of such Restricted Sharesa Class A OP Unit as distributions on Class A OP Units are made. (fc) Subject to clause paragraphs (ge) and clause (hf) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) by reason of the Grantee's death or (ii) on account of the Grantee's Disability (as defined in ▇▇▇▇▇▇▇'s employment agreement with the Company dated [●] (the "Employment Agreement")), then (1) upon the completion of the Vesting Period, the portion of the Performance Vested LTIP Units that become vested and nonforfeitable, if any, shall be determined at such time in accordance with Annex B, as if Grantee had not had a Termination of Service prior to the completion of the Vesting Period, (2) upon the completion of the Vesting Period, the Grantee shall receive the amount of the Performance Distribution that would have been paid upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period, and (3) a prorated portion of such Time Vested LTIP Units shall immediately vest calculated by multiplying the total number of Time Vested LTIP Units otherwise eligible to vest on the next vesting date by a fraction, the numerator of which is (y) the number of days of employment or service, as applicable, since the immediately prior January 1st until the date of the Grantee's death or Disability, as applicable, and the denominator of which is (z) 365. (d) Subject to paragraphs (e) and (f) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) without Cause (as defined in the Employment Agreement) or (ii) for Good Reason (as defined in the Employment Agreement) prior to the completion of the Vesting Period, then all outstanding LTIP Units shall immediately vest and become free of restrictions. (e) Upon the completion of the Vesting Period, or, if earlier, the Grantee's Termination of Service for any reason during the Restriction Periodother than as specified above in paragraphs (c) and (d), all Restricted Shares still subject to restriction shall thereuponLTIP Units granted hereunder that have not vested will be forfeited without payment of any consideration, and with no neither the Grantee nor his or her successors, heirs, assigns, or personal representatives will thereafter have any further action, be forfeited by the Granteerights or interests in such LTIP Units. (gf) Termination If the Grantee commences or continues service as a director or consultant of Service as an employee the Company upon termination of employment, such continued service shall not be treated as a continued employment hereunder (and for purposes of the Plan), and the subsequent termination of service shall be treated as the applicable Termination of Service for purposes of this Section 2 if Agreement. (g) For purposes of this Agreement, a Termination of Service shall occur when the employee-employer relationship or trusteeship, or other service relationship, between the Grantee continues without interruption to serve thereafter as an employee, officer or director of and the Company is terminated for any reason, including, but not limited to, any termination by resignation, discharge, death or in such other capacity as determined by retirement under the Employment Agreement. The Compensation Committee, in its absolute discretion, shall determine the effects of all matters and the questions relating to termination of such successor service. For this purpose, the service relationship shall be treated as continuing intact while the applicable terminationGrantee is on sick leave or other bona fide leave of absence (to be determined in the discretion of the Compensation Committee). (h) Notwithstanding clause (f) above, anything in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior this Agreement to the Determination Datecontrary, dividends payable with respect to unvested LTIP Units shall be forfeited without consideration by the Grantee upon the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number breach of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance any of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally restrictive covenants contained in the Change in Control transactionEmployment Agreement.

Restrictions and Conditions. The Restricted Shares LTIP Units awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (a) The number of Restricted Shares earned by the Grantee shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the period of restriction with respect to the LTIP Units granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Restricted Shares awarded under this Agreement LTIP Units (or have such Restricted Shares LTIP Units attached or garnished). The Restriction Period shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: , 20 [ ] , 20 [ ] , 20 [ ] Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such LTIP Units shall only lapse as to whole LTIP Units. (eii) Except as provided in the foregoing clause (di), below in this clause (eii) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholderholder of LTIP Units as set forth in the Partnership Agreement, including the right to vote the Restricted Shares LTIP Units and the right to receive any cash dividends. Shares (not subject Distributions on and allocations with respect to restrictions) the LTIP Units shall be delivered made to the Grantee in accordance with the terms of the Partnership Agreement. (iii) Subject to clauses (iv) [and (v)] below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause, or by the Grantee for any reason other than [for Good Reason or for] his or her designee promptly afterdeath or Disability, and only after, the Restriction Period shall lapse without forfeiture in respect of such Restricted Shares. (f) Subject to clause (g) and clause (h) below, upon the Grantee's Termination of Service for any reason during the Restriction Period, then (A) all Restricted Shares LTIP Units still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited LTIP Units as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited LTIP Units. Neither the Grantee nor his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units. (giv) Termination of Service as an employee shall not be treated as In the event the Grantee has a Termination of Service [for purposes of this Section 2 if Good Reason (as defined in the employment agreement between the Grantee continues without interruption to serve thereafter as an employee, officer and the company) or] on account of death or director Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, or in such other capacity as determined by the Committee, and the termination of such successor service shall be treated as the applicable termination. (h) Notwithstanding clause (f) above, in the event of Grantee's Termination of Service without Cause after a Change in Controlof Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all restrictions with respect LTIP Units granted to Restricted Shares shall thereupon, the Grantee and with no further action, lapsenot forfeited previously.] (iv) If [for use where the Grantee has an Employment Agreement:] Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company declares and pays a dividend with respect which provides that LTIP Units subject to its Common Shares prior restriction shall be subject to terms other than those set forth above, the Determination Date, dividends payable terms of such employment agreement shall apply with respect to the Grantee's Restricted Shares shall not be immediately paid LTIP Units granted hereby and shall, to the Granteeextent applicable, but shall be held by supersede the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) aboveterms hereof. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transaction.]

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be LTIP Units are subject to the following restrictions and conditions, in addition to any requirements or restrictions set forth with respect to LTIP Units in the Plan or Partnership Agreement: (a) The number of Restricted Shares earned by the Grantee LTIP Units granted hereunder shall be determined: (i) with subject to restriction as described below. With respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "AFFO Restricted Shares")LTIP Units, in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, during the period of restriction with respect to the Restricted Shares earned hereunder (the "“Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date”). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Restricted Shares awarded under this Agreement LTIP Units (or have such Restricted Shares LTIP Units attached or garnished). The Restriction Period shall begin on the date hereof and lapse with respect to [ ] LTIP Units upon completion of the initial public offering of National Storage Affiliates Trust, and with respect to an additional [ ] LTIP on the date of each of the annual meeting of shareholders that occurs in 2016 and 2017, respectively. (eb) Except as provided in the foregoing clause paragraph (da), below in this clause paragraph (eb) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholder, including holder of LTIP Units as set forth in the right Partnership Agreement. Distributions on and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee or his or her designee promptly after, and only after, in accordance with the Restriction Period shall lapse without forfeiture in respect terms of such Restricted Sharesthe Partnership Agreement. (fc) Subject to clause paragraphs (gd), (e) and clause (hf) below, upon if the Grantee's Grantee has a Termination of Service for any reason reason, during the Restriction Period, all then the Restricted Shares still subject LTIP Units that have not vested at that time will be forfeited to restriction shall thereuponthe Company without payment of any consideration by the Company, and with no neither the Grantee nor his successors, heirs, assigns, or personal representatives will thereafter have any further action, be forfeited by the Granteerights or interests in such Restricted LTIP Units. (gd) Termination In the event that during the Restriction Period the Grantee has a termination of Service as an employee shall service on account of death or Disability, then the Restriction Period will immediately lapse on all unvested LTIP Units granted to the Grantee and not be treated as forfeited previously. (e) For purposes of this Agreement, a Termination of Service for purposes of this Section 2 if shall occur when the employee-employer relationship or directorship, or other service relationship, between the Grantee continues without interruption to serve thereafter as an employee, officer or director of the Company or in such other capacity as determined by the Committee, and the Partnership or the Parent is terminated for any reason, including, but not limited to, any termination by resignation, discharge, death or retirement. The Administrator, in its absolute discretion, shall determine the effects of such successor all matters and questions relating to Termination of Service. For this purpose, the service relationship shall be treated as continuing intact while the applicable termination. Grantee is on sick leave or other bona fide leave of absence (h) Notwithstanding clause (f) above, to be determined in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance discretion of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transactionAdministrator).

Restrictions and Conditions. The Restricted Shares [----] Time-Based LTIP Units awarded pursuant to this Agreement and the Partnership Agreement shall be subject to the following restrictions and conditions: (a) The number of Restricted Shares earned by the Grantee shall be determined: (i) with respect Subject to fifty percent (50%) of the Restricted Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned [20--] Time-Based LTIP Units granted hereunder (the "Restriction Period") shall begin on the Grant Date date hereof and lapse, subject to continued employment lapse in accordance with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) provisions of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share)Schedule I attached hereto. Subject to the provisions of the Plan Partnership Agreement and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber encumber, assign or assign otherwise dispose of the Restricted Shares [20--] Time-Based LTIP Units awarded under this Agreement (or have such Restricted Shares shares attached or garnished). (eb) Except as provided in the foregoing clause (da), below in this clause (eb) or below in clause (i)the Partnership Agreement, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)[20--] Time-Based LTIP Units, all of the rights of a Shareholderpartner in the Partnership, including the right to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture distributions in respect of such Restricted Shares[20--] Time-Based LTIP Units. Unless otherwise provided by the General Partner, the Grantee shall be entitled to receive any distributions on the [20--] Time-Based LTIP Units (whether or not then subject to a substantial risk of forfeiture) which have not been forfeited if and when distributions are made in respect of Partnership units generally. (fc) Subject The Company is a special purpose vehicle through which the members of the Company hold indirect interests in the Partnership. In order to clause (g) determine equitably the rights and clause (h) belowobligations of the Company and its members with respect to the grant of [20--] Time-Based LTIP Units to the Company, upon the Grantee's Termination General Partner shall be entitled to take all necessary actions and make any adjustments that are necessary or advisable to replicate, with respect to the [20--] Time-Based LTIP Units, the vesting, cancellation, forfeiture or failure to vest that occurs with respect to any corresponding [20--] Time-Based HoldCo Units. In furtherance of Service for the foregoing, the [20--] Time-Based LTIP Units shall become vested and nonforfeitable when, as and if a corresponding number of [20--] Time-Based HoldCo Units become vested and nonforfeitable in accordance with the terms of limited liability company agreement of the Company and any reason during applicable Unit Award Agreement with a member of the Restriction PeriodCompany. Similarly, all Restricted Shares still subject to restriction the [20--] Time-Based LTIP Units shall thereupon, and with no further action, be forfeited by the Grantee. (g) Termination Company without further consideration if and to the extent that a corresponding number of Service as an employee shall not be treated as [20--] Time-Based HoldCo Units are forfeited by a Termination of Service for purposes of this Section 2 if the Grantee continues without interruption to serve thereafter as an employee, officer or director member of the Company or in such other capacity as determined by the Committee, and the termination of such successor service shall be treated as the applicable terminationCompany. (h) Notwithstanding clause (f) above, in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transaction.

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be LTIP Units are subject to the following restrictions and conditions: (a) The number of Restricted Shares earned by the Grantee shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the period of restriction with respect to the LTIP Units granted hereunder (the “Restriction Period”), and for a period of twelve (12) months thereafter (the “Lock-Up Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Restricted Shares awarded under this Agreement LTIP Units (or have such Restricted Shares LTIP Units attached or garnished). The Restriction Period shall begin on the date hereof and shall lapse with respect to one-fifth of the LTIP Units on each of the first five anniversaries of the date hereof. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such LTIP Units shall only lapse as to whole LTIP Units. (eii) Except as provided in the foregoing clause (di), below in this clause (eii) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholder, including holder of LTIP Units as set forth in the right Partnership Agreement. Distributions on and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee in accordance with the terms of the Partnership Agreement. (iii) Subject to clauses (iv) and (vi) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause, or by the Grantee for any reason other than his or her designee promptly afterdeath, and only after, the Restriction Period shall lapse without forfeiture Disability or for Good Reason (as defined in respect of such Restricted Shares. (f) Subject to clause (g) and clause (h) below, upon the Grantee's Termination of Service for any reason ’s employment agreement), during the Restriction Period, then all Restricted Shares still subject LTIP Units that have not vested at that time will be forfeited to restriction shall thereuponthe Company without payment of any consideration by the Company, and with no neither the Grantee nor his successors, heirs, assigns, or personal representatives will thereafter have any further action, be forfeited by the Granteerights or interests in such LTIP Units. (giv) Termination of Service as an employee shall not be treated as In the event the Grantee has a Termination of Service for purposes on account of this Section 2 if death or Disability or the Grantee continues without interruption to serve thereafter as an employee, officer or director of the Company or in such other capacity as determined by the Committee, and the termination of such successor service shall be treated as the applicable termination. (h) Notwithstanding clause (f) above, in the event of Grantee's has a Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all LTIP Units granted to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) aboveand not forfeited previously. (jv) Notwithstanding anything to In the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number event of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted Lock-Up Period shall lapse with shares of an equivalent value respect to all of the purchasing entity or LTIP Units with respect to which the Restriction Period has lapsed and will not apply to the remaining LTIP Units if and when the Restriction Period lapses with respect to such LTIP Units. (vi) Notwithstanding any other provision hereof, if the Grantee is a party to an affiliate thereof effective employment agreement with the same vesting conditionsCompany which provides that LTIP Units subject to restriction shall be subject to terms other than those set forth above, the Restricted Shares terms of such employment agreement shall vest on apply with respect to the date of LTIP Units granted hereby and shall, to the Change in Control and entitle extent applicable, supersede the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transactionterms hereof.

Restrictions and Conditions. (a) The Restricted Shares LTIP Units awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (a) The number of Restricted Shares earned by the Grantee shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Restricted Shares awarded under this Agreement LTIP Units (or have such Restricted Shares LTIP Units attached or garnished). Subject to clauses (iii), (iv), (v) and (vi) below, the period of restriction with respect to LTIP Units granted hereunder (the "Restriction Period") shall begin on the date hereof and lapse on the following schedule: Vesting Date Number of LTIP Units Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such LTIP Units shall only lapse as to whole LTIP Units. (eii) Except as provided in the foregoing clause (di), below in this clause (eii) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholderholder of OP Units, including as set forth in the right Partnership Agreement. Distributions on and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee or his or her designee promptly after, and only after, in accordance with the Restriction Period shall lapse without forfeiture in respect terms of such Restricted Sharesthe Partnership Agreement. (fiii) Subject to clause clauses (giv), (v) and clause (hvi) below, upon if the Grantee's Grantee has a Termination of Service by the Company and its Subsidiaries for Cause, or by the Grantee for any reason reason, during the Restriction Period, all Restricted Shares still subject then LTIP Units that have not vested at that time will be forfeited to restriction shall thereuponthe Company without payment of any consideration by the Company, and with no neither the Grantee nor his successors, heirs, assigns, or personal representatives will thereafter have any further action, be forfeited by the Granteerights or interests in such LTIP Units. (giv) Termination of Service as an employee shall not be treated as In the event the Grantee has a Termination of Service for purposes on account of this Section 2 if death Disability, or Retirement, or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than Cause, or in the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all LTIP Units granted to the Grantee and not forfeited previously. (v) If the Grantee commences or continues without interruption to serve thereafter service as an employee, officer a Director or director consultant of the Company or in one of its Subsidiaries upon termination of employment, such other capacity continued service shall be treated as determined by continued employment hereunder (and for purposes of the CommitteePlan), and the subsequent termination of such successor service shall be treated as the applicable terminationtermination of employment for purposes of this Agreement. (h) Notwithstanding clause (f) above, in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (ivi) If the Company declares and pays a dividend with respect Grantee is party to its Common Shares prior an employment agreement which provides that LTIP Units subject to restriction shall be subject to terms other than those set forth above, the Determination Date, dividends payable terms of such employment agreement shall apply with respect to the Grantee's Restricted Shares shall not be immediately paid LTIP Units granted hereby and shall, to the Granteeextent applicable, but supersede the terms hereof. (b) The Grantee shall be held by the Company and be paid to the Grantee on the Determination Date, but only have no rights with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything this Agreement unless he or she shall have accepted this Agreement prior to the contrary herein, if a Change in Control occurs when close of business on the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of date specified above by (i) signing and delivering to the number Partnership a copy of Restricted Shares granted hereunder this Agreement and (ii) a number of Restricted Shares determined based on the performance of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle unless the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally is already a Limited Partner (as defined in the Change in Control transactionPartnership Agreement), signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Annex A).

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be LTIP Units are subject to the following restrictions and conditions, in addition to any requirements or restrictions set forth with respect to LTIP Units in the Plan and the Partnership Agreement: (a) The number of Restricted Shares earned by the Grantee [●] LTIP Units shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder vest as specified in Annex A attached hereto (the "AFFO Restricted SharesTime Vested LTIP Units")) and [●] LTIP Units, representing the maximum number of LTIP Units that can vest based on performance, shall vest as specified in accordance with the schedule Annex B attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted SharesPerformance Vested LTIP Units"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreementparagraph 5(b) below, during the Restriction period prior to the full vesting of any LTIP Unit (the "Vesting Period"), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement such LTIP Unit (or have such Restricted Shares LTIP Unit attached or garnished). (eb) Except as provided in the foregoing clause paragraph (da), below in this clause paragraph (eb) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholder, including holder of LTIP Units as set forth in the right Partnership Agreement. Distributions and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee or his or her designee promptly afterin accordance with the terms of the Partnership Agreement, except that the Grantee, during the Vesting Period, shall be entitled to receive distributions (1) with respect to each Time Vested LTIP Unit, equal to and only afterconcurrently with each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made and (2) with respect to each Performance Vested LTIP Unit at the "Maximum Level" (as set forth on Annex B), equal to ten percent (10%) of the distributions payable with respect to each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made (the "Interim Distributions"). Upon the completion of the Vesting Period, Grantee shall be entitled to receive an amount equal to (1) the distributions payable during the Vesting Period with respect to a number of Class A OP Units of the Partnership that is identical to the actual number of Performance Vested LTIP Units earned pursuant to Annex B, less (2) the amount of the Interim Distributions (such amount, the Restriction Period "Performance Distribution"). After the completion of the Vesting Period, Grantee shall lapse without forfeiture in respect be entitled to receive distributions on each vested LTIP Unit equal to distributions paid to a holder of such Restricted Sharesa Class A OP Unit as distributions on Class A OP Units are made. (fc) Subject to clause paragraphs (ge) and clause (hf) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) by reason of the Grantee's death or (ii) on account of the Grantee's Disability (as defined in ▇▇▇▇▇▇▇'s employment agreement with the Company dated [●] (the "Employment Agreement")), then (1) upon the completion of the Vesting Period, the portion of the Performance Vested LTIP Units that become vested and nonforfeitable, if any, shall be determined at such time in accordance with Annex B, as if Grantee had not had a Termination of Service prior to the completion of the Vesting Period, (2) upon the completion of the Vesting Period, the Grantee shall receive the amount of the Performance Distribution that would have been paid upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period, and (3) a prorated portion of such Time Vested LTIP Units shall immediately vest calculated by multiplying the total number of Time Vested LTIP Units otherwise eligible to vest on the next vesting date by a fraction, the numerator of which is (y) the number of days of employment or service, as applicable, since the immediately prior January 1st until the date of the Grantee's death or Disability, as applicable, and the denominator of which is (z) 365. (d) Subject to paragraphs (e) and (f) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) without Cause (as defined in the Employment Agreement) or (ii) for Good Reason (as defined in the Employment Agreement) prior to the completion of the Vesting Period, then all outstanding LTIP Units shall immediately vest and become free of restrictions. (e) Upon the completion of the Vesting Period, or, if earlier, the Grantee's Termination of Service for any reason during the Restriction Periodother than as specified above in paragraphs (c) and (d), all Restricted Shares still subject to restriction shall thereuponLTIP Units granted hereunder that have not vested will be forfeited without payment of any consideration, and with no neither the Grantee nor his or her successors, heirs, assigns, or personal representatives will thereafter have any further action, be forfeited by the Granteerights or interests in such LTIP Units. (gf) Termination If the Grantee commences or continues service as a director or consultant of Service as an employee the Company upon termination of employment, such continued service shall not be treated as a continued employment hereunder (and for purposes of the Plan), and the subsequent termination of service shall be treated as the applicable Termination of Service for purposes of this Section 2 if Agreement. (g) For purposes of this Agreement, a Termination of Service shall occur when the employee-employer relationship or trusteeship, or other service relationship, between the Grantee continues without interruption to serve thereafter as an employee, officer or director of and the Company is terminated for any reason, including, but not limited to, any termination by resignation, discharge, death or in such other capacity as determined by retirement under the Employment Agreement. The Compensation Committee, in its absolute discretion, shall determine the effects of all matters and the questions relating to termination of such successor service. For this purpose, the service relationship shall be treated as continuing intact while the applicable terminationGrantee is on sick leave or other bona fide leave of absence (to be determined in the discretion of the Compensation Committee). (h) Notwithstanding clause (f) above, anything in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior this Agreement to the Determination Datecontrary, dividends payable with respect to Unvested LTIP Units shall be forfeited without consideration by the Grantee upon the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number breach of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance any of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally restrictive covenants contained in the Change in Control transactionEmployment Agreement.

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be LTIP Units are subject to the following restrictions and conditions, in addition to any requirements or restrictions set forth with respect to LTIP Units in the Plan and the Partnership Agreement: (a) The number of Restricted Shares earned by the Grantee [●] LTIP Units shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder vest as specified in Annex A attached hereto (the "AFFO Restricted SharesTime Vested LTIP Units")) and [●] LTIP Units, representing the maximum number of LTIP Units that can vest based on performance, shall vest as specified in accordance with the schedule Annex B attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted SharesPerformance Vested LTIP Units"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreementparagraph 5(b) below, during the Restriction period prior to the full vesting of any LTIP Unit (the "Vesting Period"), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement such LTIP Unit (or have such Restricted Shares LTIP Unit attached or garnished). (eb) Except as provided in the foregoing clause paragraph (da), below in this clause paragraph (eb) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholder, including holder of LTIP Units as set forth in the right Partnership Agreement. Distributions and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee or his or her designee promptly afterin accordance with the terms of the Partnership Agreement, except that the Grantee, during the Vesting Period, shall be entitled to receive distributions (1) with respect to each Time Vested LTIP Unit, equal to and only afterconcurrently with each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made and (2) with respect to each Performance Vested LTIP Unit at the "Maximum Level" (as set forth on Annex B), equal to ten percent (10%) of the distributions payable with respect to each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made (the "Interim Distributions"). Upon the completion of the Vesting Period, Grantee shall be entitled to receive an amount equal to (1) the distributions payable during the Vesting Period with respect to a number of Class A OP Units of the Partnership that is identical to the actual number of Performance Vested LTIP Units earned pursuant to Annex B, less (2) the amount of the Interim Distributions (such amount, the Restriction Period "Performance Distribution"). After the completion of the Vesting Period, Grantee shall lapse without forfeiture in respect be entitled to receive distributions on each vested LTIP Unit equal to distributions paid to a holder of such Restricted Sharesa Class A OP Unit as distributions on Class A OP Units are made. (fc) Subject to clause paragraphs (ge) and clause (hf) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) by reason of the Grantee's death or (ii) on account of the Grantee's Disability (as defined in Grantee's employment agreement with the Company dated [●] (the "Employment Agreement")), then (1) upon the completion of the Vesting Period, the portion of the Performance Vested LTIP Units that become vested and nonforfeitable, if any, shall be determined at such time in accordance with Annex B, as if Grantee had not had a Termination of Service prior to the completion of the Vesting Period, (2) upon the completion of the Vesting Period, the Grantee shall receive the amount of the Performance Distribution that would have been paid upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period, and (3) a prorated portion of such Time Vested LTIP Units shall immediately vest calculated by multiplying the total number of Time Vested LTIP Units otherwise eligible to vest on the next vesting date by a fraction, the numerator of which is (y) the number of days of employment or service, as applicable, since the immediately prior January 1st until the date of the Grantee's death or Disability, as applicable, and the denominator of which is (z) 365. (d) Subject to paragraphs (e) and (f) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) without Cause (as defined in the Employment Agreement) or (ii) for Good Reason (as defined in the Employment Agreement) prior to the completion of the Vesting Period, then all outstanding LTIP Units shall immediately vest and become free of restrictions. (e) Upon the completion of the Vesting Period, or, if earlier, the Grantee's Termination of Service for any reason during the Restriction Periodother than as specified above in paragraphs (c) and (d), all Restricted Shares still subject to restriction shall thereuponLTIP Units granted hereunder that have not vested will be forfeited without payment of any consideration, and with no neither the Grantee nor his or her successors, heirs, assigns, or personal representatives will thereafter have any further action, be forfeited by the Granteerights or interests in such LTIP Units. (gf) Termination If the Grantee commences or continues service as a director or consultant of Service as an employee the Company upon termination of employment, such continued service shall not be treated as a continued employment hereunder (and for purposes of the Plan), and the subsequent termination of service shall be treated as the applicable Termination of Service for purposes of this Section 2 if Agreement. (g) For purposes of this Agreement, a Termination of Service shall occur when the employee-employer relationship or trusteeship, or other service relationship, between the Grantee continues without interruption to serve thereafter as an employee, officer or director of and the Company is terminated for any reason, including, but not limited to, any termination by resignation, discharge, death or in such other capacity as determined by retirement under the Employment Agreement. The Compensation Committee, in its absolute discretion, shall determine the effects of all matters and the questions relating to termination of such successor service. For this purpose, the service relationship shall be treated as continuing intact while the applicable terminationGrantee is on sick leave or other bona fide leave of absence (to be determined in the discretion of the Compensation Committee). (h) Notwithstanding clause (f) above, anything in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior this Agreement to the Determination Datecontrary, dividends payable with respect to unvested LTIP Units shall be forfeited without consideration by the Grantee upon the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number breach of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance any of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally restrictive covenants contained in the Change in Control transactionEmployment Agreement.

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be LTIP Units are subject to the following restrictions and conditions, in addition to any requirements or restrictions set forth with respect to LTIP Units in the Plan and the Partnership Agreement: (a) The number of Restricted Shares earned by the Grantee [] LTIP Units shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder vest as specified in Annex A attached hereto (the "AFFO Restricted SharesTime Vested LTIP Units")) and [] LTIP Units, representing the maximum number of LTIP Units that can vest based on performance, shall vest as specified in accordance with the schedule Annex B attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted SharesPerformance Vested LTIP Units"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreementparagraph 5(b) below, during the Restriction period prior to the full vesting of any LTIP Unit (the "Vesting Period"), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Restricted Shares awarded under this Agreement such LTIP Unit (or have such Restricted Shares LTIP Unit attached or garnished). (eb) Except as provided in the foregoing clause paragraph (da), below in this clause paragraph (eb) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholder, including holder of LTIP Units as set forth in the right Partnership Agreement. Distributions and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee or his or her designee promptly afterin accordance with the terms of the Partnership Agreement, except that the Grantee, during the Vesting Period, shall be entitled to receive distributions (1) with respect to each Time Vested LTIP Unit, equal to and only afterconcurrently with each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made and (2) with respect to each Performance Vested LTIP Unit at the "Maximum Level" (as set forth on Annex B), equal to ten percent (10%) of the distributions payable with respect to each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made (the "Interim Distributions"). Upon the completion of the Vesting Period, Grantee shall be entitled to receive an amount equal to (1) the distributions payable during the Vesting Period with respect to a number of Class A OP Units of the Company that is identical to the actual number of Performance Vested LTIP Units earned pursuant to Annex B, less (2) the amount of the Interim Distributions (such amount, the Restriction Period "Performance Distribution"). After the completion of the Vesting Period, Grantee shall lapse without forfeiture in respect be entitled to receive distributions on each vested LTIP Unit equal to distributions paid to a holder of such Restricted Sharesa Class A OP Unit as distributions on Class A OP Units are made. (fc) Subject to clause paragraphs (gd), (e) and clause (hf) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) without Cause (as defined in Grantee's employment agreement with the Company dated [] (the "Employment Agreement")), (ii) for Good Reason (as defined in the Employment Agreement), (iii) by reason of the Grantee's death or (iv) on account of the Grantee's Disability (as defined in the Employment Agreement) prior to the completion of the Vesting Period, then upon the completion of the Vesting Period, (1) the Grantee shall receive a prorated number of the Performance Vested LTIP Units calculated by multiplying the number of the Performance Vested LTIP Units that would have been awarded upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period by a fraction (the "Termination Fraction") the numerator of which is (y) the number of calendar days that elapsed from the beginning of the Vesting Period to and including the date of the Grantee’s Termination of Service, and the denominator of which is (z) the number of calendar days in the Vesting Period, (2) the Grantee shall receive a prorated amount of the Performance Distribution calculated by multiplying the amount of the Performance Distribution that would have been paid upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period (as calculated under paragraph 2(b) above) by the Termination Fraction, and (3) the outstanding Time Vested LTIP Units shall immediately vest. Notwithstanding the foregoing or any provisions of the Employment Agreement, in the event of such a Termination of Service following a Change of Control which occurs after June 30, 20[], then the number of Performance Vested LTIP Units that shall vest shall be calculated in the same manner as set forth in this paragraph (c) without being subject to proration. (d) Upon the completion of the Vesting Period, or, if earlier, the Grantee's Termination of Service for any reason during the Restriction Periodother than as specified above in paragraph (c), all Restricted Shares still subject to restriction shall thereuponLTIP Units granted hereunder that have not vested will be forfeited without payment of any consideration, and with no neither the Grantee nor his or her successors, heirs, assigns, or personal representatives will thereafter have any further action, be forfeited by the Granteerights or interests in such LTIP Units. (ge) Termination If the Grantee commences or continues service as a director or consultant of Service as an employee the Company upon termination of employment, such continued service shall not be treated as a continued employment hereunder (and for purposes of the Plan), and the subsequent termination of service shall be treated as the applicable Termination of Service for purposes of this Section 2 if Agreement. (f) If the Grantee's Employment Agreement provides that LTIP Units subject to restriction shall be subject to terms other than those set forth above, the terms of the Employment Agreement shall apply with respect to such LTIP Units granted hereby and shall, to the extent applicable, supersede the terms hereof. (g) For purposes of this Agreement, a Termination of Service shall occur when the employee-employer relationship or trusteeship, or other service relationship, between the Grantee continues without interruption to serve thereafter as an employee, officer or director of and the Company is terminated for any reason, including, but not limited to, any termination by resignation, discharge, death or in such other capacity as determined by retirement under the Employment Agreement. The Compensation Committee, in its absolute discretion, shall determine the effects of all matters and the questions relating to termination of such successor service. For this purpose, the service relationship shall be treated as continuing intact while the applicable termination. Grantee is on sick leave or other bona fide leave of absence (h) Notwithstanding clause (f) above, to be determined in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance discretion of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transactionCompensation Committee).

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be LTIP Units are subject to the following restrictions and conditions, in addition to any requirements or restrictions set forth with respect to LTIP Units in the Plan or Partnership Agreement: (a) The number of Restricted Shares earned by the Grantee LTIP Units granted hereunder shall be determined: (i) with subject to restrictions as described below. With respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "AFFO Restricted Shares")LTIP Units, in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, during the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Restricted Shares awarded under this Agreement LTIP Units (or have such Restricted Shares LTIP Units attached or garnished). The Restriction Period shall begin on the Grant Date. Subject to the continued service of the Participant through each applicable vesting date, thirty-three and one-third percent (33⅓%) of the LTIP Units granted hereunder shall become vested and nonforfeitable on each anniversary of the Grant Date (the "Vested LTIP Units"). LTIP Units that have not become Vested LTIP Units are "Restricted LTIP Units." (eb) Except as provided in the foregoing clause paragraph (da), below in this clause paragraph (eb) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholder, including holder of LTIP Units as set forth in the right Partnership Agreement. Distributions on and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee or his or her designee promptly after, and only after, in accordance with the Restriction Period shall lapse without forfeiture in respect terms of such Restricted Sharesthe Partnership Agreement. (fc) Subject to clause paragraphs (gd) and clause (he) below, upon if the Grantee's Grantee has a Termination of Service for any reason reason, during the Restriction Period, all then the Restricted Shares still subject LTIP Units that have not vested at that time will be forfeited to restriction shall thereuponthe Partnership without payment of any consideration by the Partnership, and with no neither the Grantee nor his successors, heirs, assigns, or personal representatives will thereafter have any further action, be forfeited by the Granteerights or interests in such Restricted LTIP Units. (gd) Termination of Service as an employee shall not be treated as In the event that during the Restriction Period the Grantee has a Termination on account of Service for death or Disability, then the Restriction Period will immediately lapse on all unvested LTIP Units granted to the Grantee and not forfeited previously. (e) For purposes of this Section 2 if Agreement, a Termination shall occur when the employee-employer relationship or directorship, or other service relationship, between the Grantee continues without interruption to serve thereafter as an employeeand a Service Recipient is terminated for any reason, officer including, but not limited to, any termination by resignation, discharge, death or director of the Company or in such other capacity as determined by the retirement. The Committee, in its absolute discretion, shall determine the effects of all matters and questions relating to Terminations. For this purpose, the termination of such successor service relationship shall be treated as continuing intact while the applicable termination. Grantee is on sick leave or other bona fide leave of absence (h) Notwithstanding clause (f) above, to be determined in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance discretion of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transactionCommittee).

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be LTIP Units are subject to the following restrictions and conditions, in addition to any requirements or restrictions set forth with respect to LTIP Units in the Plan and the Partnership Agreement: (a) The number of Restricted Shares earned by the Grantee [●] LTIP Units shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder vest as specified in Annex A attached hereto (the "AFFO Restricted SharesTime Vested LTIP Units")) and [●] LTIP Units, representing the maximum number of LTIP Units that can vest based on performance, shall vest as specified in accordance with the schedule Annex B attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted SharesPerformance Vested LTIP Units"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreementparagraph 5(b) below, during the Restriction period prior to the full vesting of any LTIP Unit (the "Vesting Period"), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement such LTIP Unit (or have such Restricted Shares LTIP Unit attached or garnished). (eb) Except as provided in the foregoing clause paragraph (da), below in this clause paragraph (eb) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholder, including holder of LTIP Units as set forth in the right Partnership Agreement. Distributions and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee or his or her designee promptly afterin accordance with the terms of the Partnership Agreement, except that the Grantee, during the Vesting Period, shall be entitled to receive distributions (1) with respect to each Time Vested LTIP Unit, equal to and only afterconcurrently with each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made and (2) with respect to each Performance Vested LTIP Unit, equal to ten percent (10%) of the distributions payable with respect to each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made (the "Interim Distributions"). Upon the completion of the Vesting Period, Grantee shall be entitled to receive an amount equal to (1) the distributions payable during the Vesting Period with respect to a number of Class A OP Units of the Partnership that is identical to the actual number of Performance Vested LTIP Units earned pursuant to Annex B, less (2) the amount of the Interim Distributions (such amount, the Restriction Period "Performance Distribution"). After the completion of the Vesting Period, Grantee shall lapse without forfeiture in respect be entitled to receive distributions on each vested LTIP Unit equal to distributions paid to a holder of such Restricted Sharesa Class A OP Unit as distributions on Class A OP Units are made. (fc) Subject to clause paragraphs (ge) and clause (hf) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) by reason of the Grantee's death or (ii) on account of the Grantee's Disability (as defined in Grantee's employment agreement with the Company dated [●] (the "Employment Agreement")), then (1) upon the completion of the Vesting Period, the portion of the Performance Vested LTIP Units that become vested and nonforfeitable, if any, shall be determined at such time in accordance with Annex B, as if Grantee had not had a Termination of Service prior to the completion of the Vesting Period, (2) upon the completion of the Vesting Period, the Grantee shall receive the amount of the Performance Distribution that would have been paid upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period, and (3) a prorated portion of such Time Vested LTIP Units shall immediately vest calculated by multiplying the total number of Time Vested LTIP Units otherwise eligible to vest on the next vesting date by a fraction, the numerator of which is (y) the number of days of employment or service, as applicable, since December 2, 2024 until the date of the Grantee's death or Disability, as applicable, and the denominator of which is (z) 730. (d) Subject to paragraphs (e) and (f) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) without Cause (as defined in the Employment Agreement) or (ii) for Good Reason (as defined in the Employment Agreement) prior to the completion of the Vesting Period, then all outstanding LTIP Units shall immediately vest and become free of restrictions. (e) Upon the completion of the Vesting Period, or, if earlier, the Grantee's Termination of Service for any reason during the Restriction Periodother than as specified above in paragraphs (c) and (d), all Restricted Shares still subject to restriction shall thereuponLTIP Units granted hereunder that have not vested will be forfeited without payment of any consideration, and with no neither the Grantee nor his or her successors, heirs, assigns, or personal representatives will thereafter have any further action, be forfeited by the Granteerights or interests in such LTIP Units. (gf) Termination If the Grantee commences or continues service as a director or consultant of Service as an employee the Company upon termination of employment, such continued service shall not be treated as a continued employment hereunder (and for purposes of the Plan), and the subsequent termination of service shall be treated as the applicable Termination of Service for purposes of this Section 2 if Agreement. (g) For purposes of this Agreement, a Termination of Service shall occur when the employee-employer relationship or trusteeship, or other service relationship, between the Grantee continues without interruption to serve thereafter as an employee, officer or director of and the Company is terminated for any reason, including, but not limited to, any termination by resignation, discharge, death or in such other capacity as determined by retirement under the Employment Agreement. The Compensation Committee, in its absolute discretion, shall determine the effects of all matters and the questions relating to termination of such successor service. For this purpose, the service relationship shall be treated as continuing intact while the applicable terminationGrantee is on sick leave or other bona fide leave of absence (to be determined in the discretion of the Compensation Committee). (h) Notwithstanding clause (f) above, anything in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior this Agreement to the Determination Datecontrary, dividends payable with respect to unvested LTIP Units shall be forfeited without consideration by the Grantee upon the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number breach of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance any of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally restrictive covenants contained in the Change in Control transactionEmployment Agreement.

Restrictions and Conditions. The Restricted Shares LTIP Units awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (a) The number of Restricted Shares earned by the Grantee shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the period of restriction with respect to the LTIP Units granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Restricted Shares awarded under this Agreement LTIP Units (or have such Restricted Shares LTIP Units attached or garnished). The Restriction Period shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such LTIP Units shall only lapse as to whole LTIP Units. (eii) Except as provided in the foregoing clause (di), below in this clause (eii) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholderholder of LTIP Units as set forth in the Partnership Agreement, including the right to vote the Restricted Shares LTIP Units and the right to receive any cash dividendsdistributions. Shares (not subject Distributions on and allocations with respect to restrictions) the LTIP Units shall be delivered made to the Grantee in accordance with the terms of the Partnership Agreement. (iii) Subject to clauses (iv) [and (v)] below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause, or by the Grantee for any reason other than [for Good Reason or for] his or her designee promptly afterdeath or Disability, and only after, the Restriction Period shall lapse without forfeiture in respect of such Restricted Shares. (f) Subject to clause (g) and clause (h) below, upon the Grantee's Termination of Service for any reason during the Restriction Period, then all Restricted Shares LTIP Units still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. Neither the Grantee nor his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units. (giv) Termination of Service as an employee shall not be treated as [for Company consideration:] In the event the Grantee has a Termination of Service [for purposes of this Section 2 if Good Reason (as defined in the employment agreement between the Grantee continues without interruption to serve thereafter as an employee, officer and the company) or] on account of death or director Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, or in such other capacity as determined by the Committee, and the termination of such successor service shall be treated as the applicable termination. (h) Notwithstanding clause (f) above, in the event of Grantee's Termination of Service without Cause after a Change in Controlof Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all restrictions with respect LTIP Units granted to Restricted Shares shall thereupon, the Grantee and with no further action, lapsenot forfeited previously.] (iv) If [for Company consideration where the Grantee has an Employment Agreement:] Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company declares and pays a dividend with respect which provides that LTIP Units subject to its Common Shares prior restriction shall be subject to terms other than those set forth above, the Determination Date, dividends payable terms of such employment agreement shall apply with respect to the Grantee's Restricted Shares shall not be immediately paid LTIP Units granted hereby and shall, to the Granteeextent applicable, but shall be held by supersede the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) aboveterms hereof. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transaction.]

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be LTIP Units are subject to the following restrictions and conditions, in addition to any requirements or restrictions set forth with respect to LTIP Units in the Plan or Partnership Agreement: (a) The number of Restricted Shares earned by the Grantee shall be determined: (i) with With respect to fifty percent (50%) of the Restricted Shares LTIP Units granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (iix) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted Shares"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) [ ] LTIP Units shall be increased in accordance with the schedule attached hereto fully vested as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, this Agreement and (y) [ ] LTIP Units shall be subject to restriction (the "Determination Date"). (c“Restricted LTIP Units”) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares as described below. With respect to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) aboveLTIP Units, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, during the period of restriction with respect to the Restricted Shares earned hereunder (the "“Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date”). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Restricted Shares awarded under this Agreement LTIP Units (or have such Restricted Shares LTIP Units attached or garnished). The Restriction Period shall begin on the date hereof and lapse with respect to [the Restricted LTIP Units in accordance with the schedule set forth on Annex A hereto][ on December 31, 2014]. (eb) Except as provided in the foregoing clause paragraph (da), below in this clause paragraph (eb) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholder, including holder of LTIP Units as set forth in the right Partnership Agreement. Distributions on and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee or his or her designee promptly after, and only after, in accordance with the Restriction Period shall lapse without forfeiture in respect terms of such Restricted Sharesthe Partnership Agreement. (fc) [Subject to clause paragraphs (gd), (e) and clause (hf) below, upon if the Grantee's Grantee has a Termination of Service for any reason reason, during the Restriction Period, all then the Restricted Shares still LTIP Units that have not vested at that time will be forfeited to the Company without payment of any consideration by the Company, and neither the Grantee nor his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such Restricted LTIP Units.] [If the Grantee is party to an employment or service agreement which provides that LTIP Units subject to restriction shall thereuponbe subject to terms other than those set forth above, the terms of such employment or service agreement shall apply with respect to such LTIP Units granted hereby and with no further actionshall, be to the extent applicable, supersede the terms hereof.] (d) In the event that during the Restriction Period the Grantee has a termination of service on account of death or Disability, then the Restriction Period will immediately lapse on all unvested LTIP Units granted to the Grantee and not forfeited by the Granteepreviously. (ge) Termination of Service If the Grantee commences or continues service as an employee or consultant of the Partnership or the Parent upon termination of service as a director, such continued service shall not be treated as a continued service hereunder (and for purposes of the Plan), and the subsequent termination of service shall be treated as the applicable Termination of Service for purposes of this Section 2 if Agreement. (f) For purposes of this Agreement, a Termination of Service shall occur when the employee-employer relationship or directorship, or other service relationship, between the Grantee continues without interruption to serve thereafter as an employee, officer or director of the Company or in such other capacity as determined by the Committee, and the Partnership or the Parent is terminated for any reason, including, but not limited to, any termination by resignation, discharge, death or retirement. The Administrator, in its absolute discretion, shall determine the effects of such successor all matters and questions relating to Termination of Service. For this purpose, the service relationship shall be treated as continuing intact while the applicable termination. Grantee is on sick leave or other bona fide leave of absence (h) Notwithstanding clause (f) above, to be determined in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance discretion of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transactionAdministrator).]

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be LTIP Units are subject to the following restrictions and conditions, in addition to any requirements or restrictions set forth with respect to LTIP Units in the Plan and the Partnership Agreement: (a) The number of Restricted Shares earned by the Grantee [] LTIP Units shall be determined: (i) with respect to fifty percent (50%) of the Restricted Shares granted hereunder vest as specified in Annex A attached hereto (the "AFFO Restricted SharesTime Vested LTIP Units")) and [] LTIP Units, representing the maximum number of LTIP Units that can vest based on performance, shall vest as specified in accordance with the schedule Annex B attached hereto as Exhibit A; and (ii) with respect to fifty percent (50%) of the Restricted Shares granted hereunder (the "SSRG Restricted SharesPerformance Vested LTIP Units"), in accordance with the schedule attached hereto as Exhibit B. (iii) The number of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto as Exhibit C. (b) The extent to which any Restricted Shares are earned by the Grantee as provided in clause (a) above shall be determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole and absolute discretion (the date of such determination, the "Determination Date"). (c) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, the Company shall make an additional grant of Restricted Shares to the Grantee on the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, and (ii) the amount of Restricted Shares granted under Section 1 above. To the extent the Grantee earns a lesser amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 above, a number of Restricted Shares equal to the difference between (i) the amount of Restricted Shares granted under Section 1 above, and (ii) the amount of Restricted Shares earned under clause (a) above, shall be forfeited for no consideration. (d) Subject to clauses (f), (g) and (h) below, the period of restriction with respect to the Restricted Shares earned hereunder (the "Restriction Period") shall begin on the Grant Date and lapse, subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares earned hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreementparagraph 5(b) below, during the Restriction period prior to the full vesting of any LTIP Unit (the "Vesting Period"), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Restricted Shares awarded under this Agreement such LTIP Unit (or have such Restricted Shares LTIP Unit attached or garnished). (eb) Except as provided in the foregoing clause paragraph (da), below in this clause paragraph (eb) or below in clause (i)the Plan, the Grantee shall have, in respect of the Restricted Shares (whether or not vested)LTIP Units, all of the rights of a Shareholder, including holder of LTIP Units as set forth in the right Partnership Agreement. Distributions and allocations with respect to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) LTIP Units shall be delivered made to the Grantee or his or her designee promptly afterin accordance with the terms of the Partnership Agreement, except that the Grantee, during the Vesting Period, shall be entitled to receive distributions (1) with respect to each Time Vested LTIP Unit, equal to and only afterconcurrently with each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made and (2) with respect to each Performance Vested LTIP Unit at the "Maximum Level" (as set forth on Annex B), equal to ten percent (10%) of the distributions payable with respect to each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made (the "Interim Distributions"). Upon the completion of the Vesting Period, Grantee shall be entitled to receive an amount equal to (1) the distributions payable during the Vesting Period with respect to a number of Class A OP Units of the Company that is identical to the actual number of Performance Vested LTIP Units earned pursuant to Annex B, less (2) the amount of the Interim Distributions (such amount, the Restriction Period "Performance Distribution"). After the completion of the Vesting Period, Grantee shall lapse without forfeiture in respect be entitled to receive distributions on each vested LTIP Unit equal to distributions paid to a holder of such Restricted Sharesa Class A OP Unit as distributions on Class A OP Units are made. (fc) Subject to clause paragraphs (gd), (e) and clause (hf) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) without Cause (as defined in Grantee's employment agreement with the Company dated [](the "Employment Agreement")), (ii) for Good Reason (as defined in the Employment Agreement), (iii) by reason of the Grantee's death or (iv) on account of the Grantee's Disability (as defined in the Employment Agreement) prior to the completion of the Vesting Period, then upon the completion of the Vesting Period, (1) the Grantee shall receive a prorated number of the Performance Vested LTIP Units calculated by multiplying the number of the Performance Vested LTIP Units that would have been awarded upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period by a fraction (the "Termination Fraction") the numerator of which is (y) the number of calendar days that elapsed from the beginning of the Vesting Period to and including the date of the Grantee’s Termination of Service, and the denominator of which is (z) the number of calendar days in the Vesting Period, (2) the Grantee shall receive a prorated amount of the Performance Distribution calculated by multiplying the amount of the Performance Distribution that would have been paid upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period (as calculated under paragraph 2(b) above) by the Termination Fraction, and (3) the outstanding Time Vested LTIP Units shall immediately vest. Notwithstanding the foregoing or any provisions of the Employment Agreement, in the event of such a Termination of Service following a Change of Control which occurs after June 30, 20[], then the number of Performance Vested LTIP Units that shall vest shall be calculated in the same manner as set forth in this paragraph (c) without being subject to proration. (d) Upon the completion of the Vesting Period, or, if earlier, the Grantee's Termination of Service for any reason during the Restriction Periodother than as specified above in paragraph (c), all Restricted Shares still subject to restriction shall thereuponLTIP Units granted hereunder that have not vested will be forfeited without payment of any consideration, and with no neither the Grantee nor his or her successors, heirs, assigns, or personal representatives will thereafter have any further action, be forfeited by the Granteerights or interests in such LTIP Units. (ge) Termination If the Grantee commences or continues service as a director or consultant of Service as an employee the Company upon termination of employment, such continued service shall not be treated as a continued employment hereunder (and for purposes of the Plan), and the subsequent termination of service shall be treated as the applicable Termination of Service for purposes of this Section 2 if Agreement. (f) If the Grantee's Employment Agreement provides that LTIP Units subject to restriction shall be subject to terms other than those set forth above, the terms of the Employment Agreement shall apply with respect to such LTIP Units granted hereby and shall, to the extent applicable, supersede the terms hereof. (g) For purposes of this Agreement, a Termination of Service shall occur when the employee-employer relationship or trusteeship, or other service relationship, between the Grantee continues without interruption to serve thereafter as an employee, officer or director of and the Company is terminated for any reason, including, but not limited to, any termination by resignation, discharge, death or in such other capacity as determined by retirement under the Employment Agreement. The Compensation Committee, in its absolute discretion, shall determine the effects of all matters and the questions relating to termination of such successor service. For this purpose, the service relationship shall be treated as continuing intact while the applicable termination. Grantee is on sick leave or other bona fide leave of absence (h) Notwithstanding clause (f) above, to be determined in the event of Grantee's Termination of Service without Cause after a Change in Control, all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse. (i) If the Company declares and pays a dividend with respect to its Common Shares prior to the Determination Date, dividends payable with respect to the Grantee's Restricted Shares shall not be immediately paid to the Grantee, but shall be held by the Company and be paid to the Grantee on the Determination Date, but only with respect to the Restricted Shares that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, the number of Restricted Shares that shall be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder and (ii) a number of Restricted Shares determined based on the performance discretion of the Company during such performance period through the date of the Change in Control, with the performance goals set forth on Exhibit A and Exhibit B reduced on a pro-rata basis based on the number of days elapsed in such performance period through the date of the Change in Control. If in connection with a Change in Control, the Restricted Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transactionCompensation Committee).