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 subject to the following restrictions and conditions: (a) The number Any stock certificate for the Shares of Restricted Shares earned Stock granted hereby shall bear an appropriate legend, as determined by the Grantee shall be determined: (i) with respect Administrator in its sole discretion, to fifty percent (50%) of the Restricted effect that such Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto are subject to restrictions 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.set forth herein. (b) The extent to which any Shares of Restricted Shares are earned Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting, except as provided set forth in clause Sections 3(c), (ad) 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")e) below. (c) To The Grantee may at any time from and after the extent the Grantee earns Grant Date transfer (each, a greater amount “Transfer”) all or a portion of such Shares of Restricted Shares than Stock (the amount “Transferred Restricted Shares”) to any holder of Restricted Shares granted under Section 1 above, shares of Class B Common Stock of the Company shall make in exchange for an additional grant identical number of Restricted Shares to shares of Class B Common Stock of the Grantee on Company (the Determination Date equal to “Transferred Class B Shares”). From and after the difference between the date of any Transfer, (i) amount of all restrictions and conditions on the Transferred Restricted Shares earned under clause (a) above, set forth herein and in the Plan shall immediately and automatically lapse such that the Transferred Restricted Shares shall no longer be Restricted Stock and (ii) such restrictions shall immediately and automatically attach to the amount of Transferred Class B Shares to the same extent as such restrictions attached to the Transferred 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 immediately prior 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 considerationtheir Transfer. (d) Subject to clauses (f), (g) and (h) belowIn addition, the period Grantee may at any time from and after a Transfer, transfer all or any portion of restriction with respect the Transferred Class B Shares to the Restricted Shares earned hereunder any party in exchange for an identical number of shares of Common Stock (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%“Common Shares”) of the Restricted Company (each, a “Subsequent Transfer”). From and after the date of any Subsequent Transfer, (i) all restrictions and conditions that attached to the Transferred Class B Shares earned hereunder, on each three month anniversary of the Grant Date (so shall immediately and automatically lapse such 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 Transferred Class B Shares shall only lapse as to whole Shares no longer be Restricted Stock and (rounded down ii) such restrictions shall immediately and automatically attach to the nearest whole Share). Subject Common Shares to the provisions of same extent as such restrictions attached to the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily Transferred Class B Shares immediately prior to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement (or have such Restricted Shares attached or garnished)their Subsequent Transfer. (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) There shall be delivered to the Grantee no limitations 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 aggregate number of Restricted Shares granted hereunder and Transfers or Subsequent Transfers or (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 times that the same vesting conditionsshares may be Transferred or Subsequently Transferred, the Restricted Shares shall vest on the date of the Change in Control pursuant to Sections 3(c) 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(d) above.

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 subject to the following restrictions and conditions: (a) The number Any book entries for the shares of Restricted Shares earned Stock granted herein shall bear an appropriate legend, as determined by the Grantee shall be determined: (i) with respect Administrator in its sole discretion, to fifty percent (50%) of the Restricted Shares granted hereunder (effect that such shares are subject to restrictions as set forth herein and in 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.Plan. (b) The extent to which any Shares of Restricted Shares are earned Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of 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")prior to vesting. (c) To Except as otherwise provided in the extent Employment Agreement dated as of June ___, 2010, by and between the Company and the Grantee, if the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. The Administrator’s determination of the reason for termination of the Grantee’s employment shall be conclusive and binding on 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 considerationhis or her representatives or legatees. (d) Subject Notwithstanding anything in this Agreement to clauses (f), (g) and (h) belowthe contrary, the period Grantee shall forfeit the shares of restriction with respect Restricted Stock granted hereunder and any right and interest in this Award if and to the extent that the Grantee does not purchase a number of shares of Stock at least equal to the number of shares of Restricted Shares earned hereunder (Stock set forth above prior to 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 second 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 “Purchased 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 hold such Purchased 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 Vesting Dates specified in ControlParagraph 3, 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 transactionbelow.

Restrictions and Conditions. The Restricted Shares RSUs awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions terms and conditions:conditions set forth in this Paragraph 2. (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 (fb), (gc) [and][,] [(d) and (he)][(d), (e) and (f)] below, the period of restriction with respect to the Restricted Shares earned RSUs granted hereunder (the "“Restriction Period"”) shall begin on the Grant Date date hereof and lapse, subject to continued employment with the Company and/or its Subsidiariesif and as service continues, with respect to one sixteenth (6.25%) [one-fourth] of the Restricted Shares earned RSUs granted hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% first [four] anniversaries 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 date hereof. (rounded down to the nearest whole Share). b) [Subject to clause[s] (c) [and (d)] below, if the provisions Grantee has a Termination of Service by the Plan Company and this Agreementits Subsidiaries for Cause or by the Grantee for any reason other than his or her death or Disability, 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 then all RSUs (whether or not such RSUs are otherwise 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.] (gc) [In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause[, or in the event of a Change in Control (regardless of whether a termination follows thereafter)], during the Restriction Period, then [all RSUs granted to the Grantee hereunder shall immediately vest and shall be settled as provided hereunder][the Restriction Period will immediately lapse with respect to one-fourth of the RSU award for the year of termination, and any remaining RSUs still subject to restriction shall thereupon, and with not further action, be forfeited by the Grantee.] (d) [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 RSUs granted to the Grantee hereunder.] (e) [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 from time to time, then the applicable period of forfeiture shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.] (f) Termination of Service as an employee shall not be treated as a Termination termination of Service employment for purposes of this Section Paragraph 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 CommitteeCommittee (or if no Committee is appointed, the Board), 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 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 Any book entries for the Restricted Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect substituted pursuant 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) Paragraph 1 above shall be bear an appropriate legend, as determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and absolute discretion (in the date of such determination, the "Determination Date")Plan. (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). (eb) Except as provided in otherwise permitted by the foregoing clause Plan, Restricted Stock Units granted hereunder (d), below in this clause (e) or below in clause (i), the Grantee shall have, in respect of the and Restricted Shares (whether substituted pursuant to Paragraph 1) may not be sold, assigned, transferred, pledged or not vested), all otherwise encumbered or disposed 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. (gc) Termination of Service Except as an employee shall not be treated as a Termination of Service for purposes of this Section 2 provided in Paragraph 2(d), if the Grantee continues without interruption to serve thereafter as an employee, officer or director of Grantee’s employment with the Company or in an Affiliate is voluntarily or involuntarily terminated for any reason other than death prior to vesting of any Restricted Stock Units (or Restricted Shares substituted pursuant to Paragraph 1), all such other capacity as determined by Restricted Stock Units granted hereunder (and any Restricted Shares substituted pursuant to Paragraph 1) shall immediately and automatically be forfeited. If the CommitteeGrantee’s employment with the Company or an Affiliate terminates on account of death, all Restricted Stock units (and the termination of such successor service Restricted Shares substituted pursuant to Paragraph 1) granted herein shall be treated as the applicable terminationimmediately vested. (hd) Notwithstanding clause (f) aboveIf the Grantee’s employment with the Company or an Affiliate is terminated without Cause or the Grantee resigns for Good Reason, in the event of Grantee's Termination of Service without Cause either case within 12 months before or after a Change in of Control, then all restrictions with respect to Restricted Stock Units (or Restricted Shares substituted pursuant to Paragraph 1) granted herein shall thereuponbe immediately vested upon such Change of Control (or termination of employment, if later). For purposes of clarity, if Grantee forfeits any Restricted Stock Units (or Restricted Shares, as applicable) at the time of a termination of employment without Cause or for Good Reason 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 later determines that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in of Control occurs when occurred within the performance period with respect to the 12-month period, such Restricted Shares has not completedStock Units (or Restricted Shares, the number of Restricted Shares that shall as applicable) will be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder reinstated and (ii) a number of Restricted Shares determined based on the performance vest as of the Company during such performance period through the date consummation of the Change in of 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 Stock 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), (giii) and (hiv) below, the period of restriction with respect to the Restricted Shares earned granted hereunder (the "“Restriction Period"”) shall begin on the Grant Date date hereof 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 first 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)date. 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 (or have such Restricted Shares attached or garnished). (eii) 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 Shares of Restricted Shares (whether or not vested)Stock, all of the rights of a Shareholderstockholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividendsdividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictionsrestrictions under the Plan) 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 Shares of Restricted SharesStock. (fiii) Subject to clause (g) and clause (hiv) below, upon if the Grantee's Grantee has a Termination of Service for any reason during the Restriction Period, then (A) all Restricted Shares 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 Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock. (giv) In the event the Grantee has a Termination of Service on account of death, or Disability, 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 Restricted Stock granted to the Grantee. (v) Cessation of service as an employee a Director shall not be treated as a Termination cessation of Service service for purposes of this Section paragraph 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 Stock 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 a period commencing with the Restriction Perioddate of such award and ending on the date the period of forfeiture with respect to such Shares lapses, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Shares of Restricted Shares Stock awarded under this Agreement the Plan (or have such Restricted Shares attached or garnished). Subject to clauses (ii), (iii), (iv) and (v) below, the period of forfeiture with respect to Shares granted hereunder shall lapse for 50% of such Shares on the day of December, 1999 and 50% of such Shares on the day of December 2000. (eii) 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 Shares of Restricted Shares (whether or not vested)Stock, all of the rights of a Shareholderstockholder of the Company, including the right to vote the Restricted Shares Shares, and the right to receive any cash dividends. Shares Certificates for shares of stock (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period period of forfeiture shall lapse without forfeiture in respect of such Restricted Shares. (fiii) Subject to clause clauses (giv) and clause (hv) below, upon if the Grantee's Termination of Service for any reason employment with the Company and its Affiliates terminates during the Restriction Periodapplicable period of forfeiture, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the GranteeGrantee and reacquired by the Company. (giv) Termination In the event the Grantee's employment terminates on account of Service death, "disability" (as an employee defined below) or "retirement" (as defined below), or in the event of a Change in Control, during the applicable period of forfeiture, restrictions will immediately lapse on all Restricted Stock granted to the applicable Grantee and the Shares granted hereunder shall not be treated as a Termination of Service for thereupon become Released Securities. For purposes of this Section 2 if 2(iv), (i) "disability" means the Grantee continues without interruption to serve thereafter as occurrence of an employee, officer or director event which would entitle an employee of the Company to the payment of disability income under one of the Company's approved long-term disability income plans or in such other capacity a long-term disability as determined by the Committee in its absolute discretion pursuant to any other standard as may be adopted by the Committee, and the "retirement" means termination of such successor service shall be treated as the applicable termination. employment (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.other than for

Restrictions and Conditions. The (a) Commencing on the Effective Date, Executive agrees that Executive has no right to, and covenants not to, sell, transfer, pledge, assign or otherwise transfer (collectively, "Transfer"), in whole or in part, all or any part of the Restricted Shares awarded pursuant Stock and that Executive's right to this Agreement the Restricted Stock shall be subject to the following restrictions risk of forfeiture hereinafter set forth (collectively, the "Restrictions"); provided, however, that the Restrictions shall lapse and conditions: (a) The number be of Restricted Shares earned by the Grantee shall be determinedno further force and effect as follows: (i) Upon each of the first four (4) anniversaries of the Effective Date, provided that the Executive's employment with the Company has not terminated, the Restrictions shall lapse and be of no further force and effect with respect to fifty twenty-five percent (5025%) 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 shares of Restricted Shares earned in accordance with Section 2(a)(i) – 2(a)(ii) shall be increased in accordance with the schedule attached hereto Stock herein granted (each such anniversary herein referred to 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 a "Determination Lapse Date"). (cii) To the extent the Grantee earns a greater amount of Restricted Shares than the amount of Restricted Shares granted under Section 1 Notwithstanding (i) immediately above, the Company Restrictions may lapse and be of no further force and effect upon an earlier date or dates in accordance with this Agreement or the Plan; provided, however, that in no event shall make an additional grant any of Restricted Shares to the Grantee on Restrictions lapse within six (6) months of the Determination Date equal to the difference between the (i) amount of Restricted Shares earned under clause (a) above, Effective Date. From 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) belowafter each Lapse Date, the period shares 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 Class A Common Stock with respect to which the Restriction Period has Restrictions shall have lapsed (the "Unrestricted Shares") shall no longer be Restricted Stock and shall be vested. Notwithstanding owned by Executive free and clear of the foregoingRestrictions, but, except as otherwise provided in the Plan, shall be subject to the limitations set forth in paragraphs 4, 5, 6 and 7 hereof (collectively, the Restriction Period "Limitations"). As soon as reasonably practicable after the Restrictions shall have lapsed with respect to such Restricted Shares shall only lapse as to whole Shares (rounded down to the nearest whole Share). Subject to the provisions all of the Plan and this Agreement, during shares of Restricted Stock or as otherwise provided by the Restriction PeriodPlan, the Grantee Company shall not be permitted voluntarily or involuntarily deliver to sell, transfer, pledge, hypothecate, alienate, encumber or assign Executive a Certificate (hereinafter defined) for the Restricted Shares awarded under this Agreement (or have such Restricted Shares attached or garnished)Unrestricted Shares. (eb) Except as provided in the foregoing clause (d)Plan or this Agreement to the contrary, below in this clause (e) or below in clause (i), the Grantee Executive shall have, in respect of the Restricted Shares (whether or not vested), have all of the rights of a Shareholdershareholder of Class A Common Stock of the Company (the "Class A Stock") from and after the Effective Date, including the right to vote the Restricted Shares Class A Stock and the right to receive any cash dividendsdividends on the Class A Stock declared by the Board and paid by the Company. Shares (not subject Pursuant 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) Section 3 below, upon the Grantee's Termination of Service for any reason during the Restriction Period, all Restricted Shares still subject stock or other security dividends or stock splits issued with respect 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 Class A Stock shall be treated as additional shares of Restricted Stock that are subject to the applicable terminationsame restrictions and other terms and conditions that apply to the Restricted Stock (including the Restrictions and the Limitations) with respect to which such dividends or splits are issued. (hc) Notwithstanding clause (f) above, Except as otherwise provided in the event Plan, upon Executive's termination of Grantee's Termination of Service without Cause after a Change in Control, all restrictions employment 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 for any reason prior to the Determination fourth anniversary of the Effective Date, dividends payable with respect all shares of Restricted Stock subject to the Grantee's Restricted Shares shall not Restrictions as of the date of such termination (the "Termination Date") will be immediately paid forfeited, and Executive hereby authorizes the Company to use the Stock Power (hereinafter defined) to cause the transfer agent for the Class A Stock to transfer to the Grantee, but shall be held Company the shares of Restricted Stock represented by the Certificate and to issue a Certificate in the name of Executive for the shares of Unrestricted Shares, if any, as of the Termination Date. As soon as reasonably practicable after the Termination Date, the Company and be paid shall deliver 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 Executive a Change in Control occurs when the performance period with respect to the Restricted Shares has not completed, Certificate for the number of Restricted shares, if any, of Unrestricted 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 as 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 transactionTermination Date.

Restrictions and Conditions. The Restricted Shares awarded pursuant to this Agreement shall be subject to the following restrictions and conditions: (a) The number Any stock certificate for the Shares of Restricted Shares earned Stock granted hereby shall bear an appropriate legend, as determined by the Grantee shall be determined: (i) with respect Administrator in its sole discretion, to fifty percent (50%) of the Restricted effect that such Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto are subject to restrictions 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.set forth herein. (b) The extent to which any Shares of Restricted Shares are earned Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting, except as provided set forth in clause Sections 2(c), (ad) 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")e) below. (c) To The Grantee may at any time from and after the extent the Grantee earns Grant Date transfer (each, a greater amount “Transfer”) all or a portion of such Shares of Restricted Shares than Stock (the amount “Transferred Restricted Shares”) to any holder of Restricted Shares granted under Section 1 above, shares of Class B Common Stock of the Company shall make in exchange for an additional grant identical number of Restricted Shares to shares of Class B Common Stock of the Grantee on Company (the Determination Date equal to “Transferred Class B Shares”). From and after the difference between the date of any Transfer, (i) amount of all restrictions and conditions on the Transferred Restricted Shares earned under clause (a) above, set forth herein and in the Plan shall immediately and automatically lapse such that the Transferred Restricted Shares shall no longer be Restricted Stock and (ii) such restrictions shall immediately and automatically attach to the amount of Transferred Class B Shares to the same extent as such restrictions attached to the Transferred 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 immediately prior 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 considerationtheir Transfer. (d) Subject to clauses (f), (g) and (h) belowIn addition, the period Grantee may at any time from and after a Transfer, transfer all or any portion of restriction with respect the Transferred Class B Shares to the Restricted Shares earned hereunder any party in exchange for an identical number of shares of Common Stock (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%“Common Shares”) of the Restricted Company (each, a “Subsequent Transfer”). From and after the date of any Subsequent Transfer, (i) all restrictions and conditions that attached to the Transferred Class B Shares earned hereunder, on each three month anniversary of the Grant Date (so shall immediately and automatically lapse such 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 Transferred Class B Shares shall only lapse as to whole Shares no longer be Restricted Stock and (rounded down ii) such restrictions shall immediately and automatically attach to the nearest whole Share). Subject Common Shares to the provisions of same extent as such restrictions attached to the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily Transferred Class B Shares immediately prior to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement (or have such Restricted Shares attached or garnished)their Subsequent Transfer. (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) There shall be delivered to the Grantee no limitations 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 aggregate number of Restricted Shares granted hereunder and Transfers or Subsequent Transfers or (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 times that the same vesting conditionsshares may be Transferred or Subsequently Transferred, the Restricted Shares shall vest on the date of the Change in Control pursuant to Sections 2(c) 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(d) above.

Restrictions and Conditions. The Restricted Shares Stock 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 Shares 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 (or have such Restricted Shares attached or garnished). Subject to clauses (iii) and (iv) below, the Restriction Period shall begin on the date hereof and lapse on the following schedule: Date Restriction Lapses Number of Shares ----------------------- ---------------- March 23, 2006 March 23, 2007 March 23, 2008 Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. (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 Shares of Restricted Shares (whether or not vested)Stock, all of the rights of a Shareholdershareholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends; provided, however, that any cash dividendsdividends shall, unless otherwise provided by the Committee, be held by the Company (unsegregated as a part of its general assets) during the Restriction Period (and forfeited if the underlying Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). Certificates for 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 Shares of Restricted SharesStock. (fiii) Subject to clause (g) and clause (hiv) below, upon if the Grantee's Grantee has a Termination of Service for any reason during the Restriction Period, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (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 the Grantee continues without interruption to serve thereafter as an employeedeath or Disability, 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 (regardless of whether a termination follows thereafter), during the performance period with respect Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Restricted Shares has Grantee and 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 transactionforfeited previously.

Restrictions and Conditions. The Restricted Shares Stock 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 Shares 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 (or have such Restricted Shares attached or garnished). Subject to clauses (iii), (iv), (v) and (vi) below, the Restriction Period shall begin on the date hereof and lapse on the following schedule: Date Restriction Lapses Number of Shares ----------------------- ---------------- Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. (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 Shares of Restricted Shares (whether or not vested)Stock, all of the rights of a Shareholdershareholder of the Company, including the right to vote the Restricted Shares and the right to receive dividends; provided, however, that any cash dividendsdividends shall, unless otherwise provided by the Committee, be held by the Company (unsegregated as a part of its general assets) during the Restriction Period (and forfeited if the underlying Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). Certificates for 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 Shares of Restricted SharesStock. (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, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (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 Restricted Stock 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 an employment agreement which provides that Shares prior 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 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 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 Any book entries for the Restricted Shares granted hereunder (the "AFFO Restricted Shares"), in accordance with the schedule attached hereto as Exhibit A; and (ii) with respect substituted pursuant 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) Paragraph 1 above shall be bear an appropriate legend, as determined as soon as reasonably practicable following December 31st of the calendar year this Agreement is dated, by the Committee in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and absolute discretion (in the date of such determination, the "Determination Date")Plan. (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). (eb) Except as provided in otherwise permitted by the foregoing clause Plan, Restricted Stock Units granted hereunder (d), below in this clause (e) or below in clause (i), the Grantee shall have, in respect of the and Restricted Shares (whether substituted pursuant to Paragraph 1) may not be sold, assigned, transferred, pledged or not vested), all otherwise encumbered or disposed 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. (gc) Termination of Service Except as an employee shall not be treated as a Termination of Service for purposes of this Section 2 provided in Paragraph 2(d), if the Grantee continues without interruption to serve thereafter as an employee, officer or director of Grantee’s employment with the Company or in an Affiliate is voluntarily or involuntarily terminated for any reason other than death prior to vesting of any Restricted Stock Units (or Restricted Shares substituted pursuant to Paragraph 1), all such other capacity as determined by Restricted Stock Units granted hereunder (and any Restricted Shares substituted pursuant to Paragraph 1) shall immediately and automatically be forfeited. If the CommitteeGrantee’s employment with the Company or an Affiliate terminates on account of death, all Restricted Stock units (and the termination of such successor service Restricted Shares substituted pursuant to Paragraph 1) granted herein shall be treated as the applicable terminationimmediately vested. (hd) Notwithstanding clause (f) aboveIf the Grantee’s employment with the Company or an Affiliate is terminated without Cause or the Grantee resigns for Good Reason, in the event of Grantee's Termination of Service without Cause either case within 12 months before or after a Change in of Control, then all restrictions with respect to Restricted Stock Units (or Restricted Shares substituted pursuant to Paragraph 1) granted herein shall thereuponbe immediately vested upon such Change of Control (or termination of employment, if later). For purposes of clarity, if Grantee forfeits any Restricted Stock Units (or Restricted Shares, as applicable) at the time of a termination of employment without Cause or for Good Reason 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 later determines that are earned under clause (a) above. (j) Notwithstanding anything to the contrary herein, if a Change in of Control occurs when occurred within the performance period with respect to the 12-month period, such Restricted Shares has not completedStock Units (or Restricted Shares, the number of Restricted Shares that shall as applicable) will be earned hereunder shall equal the greater of (i) the number of Restricted Shares granted hereunder reinstated and (ii) a number of Restricted Shares determined based on the performance vest as of the Company during such performance period through the date consummation of the Change in of 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 Stock 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 clause (f), (g) and (hiv) below, the period of restriction with respect to the shares of Restricted Shares earned Stock granted hereunder (the "“Restriction Period"”) shall begin on the Grant Effective 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 following schedule, provided that termination of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period Grantee’s [employment/service as director] 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 not occurred prior to the nearest whole Share). applicable date restrictions lapse: DateRestrictions Lapse Number ofShares Becoming Vested CumulativePercentage Vested 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 shares (or have such Restricted Shares shares attached or garnished). (eii) Except as provided in the foregoing clause (d), below in this clause (ei) or below in clause (i)the Plan, the Grantee shall have, in respect of the shares of Restricted Shares (whether or not vested)Stock, all of the rights of a Shareholderstockholder of the Company, including the right to vote the shares of Restricted Shares Stock 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 afterdividends if, as and only after, the Restriction Period shall lapse without forfeiture in respect of such Restricted Shareswhen paid. (fiii) Subject to clause (g) and clause (hiv) below, upon termination of the Grantee's Termination ’s [employment/service as a director], then all shares of Service for any reason during the Restriction Period, all Restricted Shares Stock still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (giv) Termination Notwithstanding any other term or provision of Service this Agreement, upon (A) termination of the Grantee’s [employment/service as an employee shall not be treated director] as a Termination result of Service for purposes the Grantee’s death or disability, (B) a Sale Event (regardless of this Section 2 if whether or not a termination of the Grantee’s [employment/service as director] has occurred) or (C) the Grantee’s Retirement (as defined below), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee continues without interruption to serve thereafter as an employee, officer or director that have not previously been forfeited. “Retirement” means the occurrence of a voluntary employment termination date after (A) either one of the following conditions are met: (1) the Grantee has attained at least age 55 and has completed at least fifteen (15) years of service with the Company or in such other capacity as determined by (2) the Committee, Grantee has attained at least age 60 and the termination sum of such successor his or her age and years of 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 equals or exceeds seventy-two (72) and pays a dividend with respect to its Common Shares prior to (B) the Determination Date, dividends payable with respect to Grantee has given six months’ notice of the Grantee's Restricted Shares shall not be immediately paid ’s intent 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) aboveretire. (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.