Unassociated Document


     

    Exhibit
      4.16

    
 

    PERFORMANCE
      SHARE AWARD AGREEMENT

    


    Issued
      Pursuant to the

    Glimcher
      Realty Trust

    Amended
      and Restated

    2004
      Incentive Compensation Plan and 

    2007
      Long
      Term Incentive Plan for Senior Executives

    


    THIS
      PERFORMANCE SHARE AWARD AGREEMENT (“Agreement”),
      effective ___________, 2007 (the “Effective
      Date”),
      represents the allocation of performance shares (“Performance
      Shares”)
      by
      Glimcher Realty Trust, a Maryland real estate investment trust (the
“Company”),
      to
      _____________________ (the “Participant”)
      pursuant to the 2007 Long Term Incentive Plan for Senior Executives (the
“Incentive
      Plan”),
      which
      was adopted on March 8, 2007, in accordance with the Company’s 2004 Incentive
      Compensation Plan, which was amended and restated by the Amended and Restated
      2004 Incentive Compensation Plan (the “Plan”).
      This
      Award is made pursuant to and subject to the terms and conditions of the Plan
      and the Incentive Plan. The Performance Shares allocated and awarded under
      this
      Agreement (“Award”)
      are
      intended to be Performance-Based Compensation within the meaning of the Plan.
      This Award represents the right to receive one Share (as defined in the Plan)
      for each Performance Share earned by satisfaction of the performance measures
      set forth in Section 2 hereof. 

     

    If
      there
      is any inconsistency between the terms of this Agreement, the Incentive Plan,
      and the terms of the Plan, then the Plan’s terms shall completely supersede and
      replace the conflicting terms of this Agreement and the Incentive Plan. All
      capitalized terms shall have the meanings ascribed to them in the Plan, unless
      specifically set forth otherwise herein. The parties hereto agree as
      follows:

     

    1. Share
      Allocation.
      The
      individual named above has been selected to participate in the Plan and the
      Incentive Plan and receive an allocation of Performance Shares as described
      below and, upon the satisfaction of the performance measures stated herein,
      a
      transfer of the Shares described below:

     

    (a) Date
      of Performance Share Allocation:
      March
      8, 2007

     

    (b) Number
      of Performance Shares Allocated for Transfer:
      ______________

     

    (c) Fair
      Market Value of Shares represented by Performance Share Allocation (per share
      valuation):
      $_____________1 

     

    2. Performance
      Measures.
      The
      Company will transfer to the Participant the Shares in the amounts described
      herein upon the satisfaction of the measures stated below (the "Performance
      Measures”):

     

    
      	 	
              (a)

            	
              Dividend
                Measure:
                 The
                Company timely pays all quarterly dividends on its common shares
                of
                beneficial interest during the period of January 1, 2007 to December
                31,
                2009 (the “Performance
                Period”)
                at a dividend amount no less than those paid during fiscal year
                2006.

            


    

     

     

      
        

      

    

    
      
        	
                1

              	
                Represents
                  the initial value of the Performance Shares as determined pursuant
                  to
                  Article 9.2 of the Plan. The per share Fair Market Value of the
                  Shares is
                  determined pursuant to Article 2.15 of the
                  Plan.

              


      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	 	
              (b)

            	
              Total
                Shareholder Return Measure: The
                total shareholder return (“TSR”)
                on the Shares during the Performance Period is at least in the top
                60% of
                the TSR for the publicly traded shares of common stock of the peer
                companies listed in Exhibit A hereto (the “Peer
                Companies”).
                For purposes of measuring the TSR achievement of the Shares against
                the
                TSR of the common stock of the Peer Companies, TSR shall be equal
                to (i)
                the Market Value (as defined below) of the sum of (x) one share of
                common
                stock plus (y) any additional shares acquired as a result of the
                dividend
                reinvestment described below with respect to such one share and any
                additional shares acquired as a result of the dividend reinvestment,
                at
                the end of the Performance Period, divided by (ii) the Market Value
                of one
                share of common stock at the beginning of the Performance Period,
                minus
                one (1.00). For purposes of measuring TSR under this Section, where
                dividends are payable on a share of common stock, dividends shall
                be
                assumed to be cumulatively reinvested in shares (or fractional shares)
                of
                common stock at the Market Value of the common stock on the day the
                dividends are paid. Also, if the common stock subject to measurement
                under
                this Section is subject to change(s) (including, without limitation,
                the
                changes specified in Section 4.4 of the Plan) during the Performance
                Period, then the Committee (as defined below) shall have the authority
                to
                adjust the formula stated above for measuring TSR achievement to
                take into
                account any such change(s). For purposes of this Agreement, Market
                Value
                shall mean the closing price of the respective common stock as reported
                on
                the New York Stock Exchange or such other established national stock
                exchange (or exchanges) on the applicable measurement date.
                

            


    

     

    Following
      the satisfaction of the Performance Measures and prior to any transfer of Shares
      by the Company pursuant to this Agreement, the Executive Compensation Committee
      of the Company’s Board of Trustees, or
      such
      other person, group, or entity appointed by the Board of Trustees to administer
      each of the Plan and the Incentive Plan
      (the
“Committee”),
      shall
      certify in writing that the Performance Measures have been satisfied. The
      Committee is prohibited from revising any Performance Measure or modifying
      the
      amount of compensation payable under Section 3 herein
      for achievement of the respective Performance Measure upon the attainment of
      the
      respective measure, unless such revision, amendment, or modification is
      permitted pursuant to the terms of the Plan and Inventive Plan and so modified,
      amended, or revised in accordance with the terms of the Plan and the Incentive
      Plan. Additionally, in the event that any Peer Company (i) ceases during the
      Performance Period to have its common shares of stock publicly traded, (ii)
      issues a public announcement during the Performance Period of the commencement
      of a formal investigation by an agency of the United States government, (iii)
      ceases during the Performance Period to qualify as a real estate investment
      trust (“REIT”)
      under
      the Code, or (iv) ceases during the Performance Period to operate primarily
      in
      the retail sector of the REIT industry, then such Peer Company shall
      automatically cease to be a member of the Peer Companies.

    


    3.
      Transfer of Shares.
      If the
      Company satisfies the Performance Measures and the Committee certifies the
      achievement of the Performance Measures, the Company shall transfer to the
      Participant, subject to Section 5 herein, Shares to the Participant as follows
      (the number of Shares to be transferred is based upon the level of achievement
      of the TSR Measure):

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              If
                the Relative TSR Performance 

              (Percentile
                Rank vs. Peer Companies) is:

            	
              The
                number of Shares 

              to
                be transferred is:

            
	
              90th
                percentile and above

            	
              200%
                of Performance Shares Allocated for Transfer

            
	
              80th
                percentile to 89th
                percentile

            	
              170%
                of Performance Shares Allocated for Transfer

            
	
              70th
                percentile to 79th
                percentile

            	
              140%
                of Performance Shares Allocated for Transfer

            
	
              60th
                percentile to 69th
                percentile

            	
              110%
                of Performance Shares Allocated for Transfer

            
	
              50th
                percentile to 59th
                percentile

            	
              80%
                of Performance Shares Allocated for Transfer

            
	
              40th
                percentile to 49th
                percentile

            	
              50%
                of Performance Shares Allocated for Transfer

            
	
              Below
                40th
                percentile

            	
              0%
                of Performance Shares Allocated for
                Transfer

            


    

    


    The
      Shares transferred by the Company may be subject to any restrictions deemed
      appropriate by the Committee or required by applicable law. Except as provided
      in Section 7 hereof, the Shares shall be transferred as soon as practicable
      during the 2010 calendar year, but not earlier than the first business day
      following the completion of the year end audit of the Company’s financial
      statements covering the last year of the Performance Period (the “Transfer
      Date”).

    


    4. Evaluation
      of Achievement of the Performance Measures.
      In
      evaluating whether any or all of the Performance Measures have been satisfied,
      the Committee may consider or not consider in its evaluation the occurrence
      of
      any of the following events during the Performance Period: (a) asset write-downs
      by the Company, (b) litigation or claim judgments or settlements, (c) the effect
      of changes in tax laws, accounting principles, or other laws or provisions
      affecting reported results, (d) any reorganization and restructuring programs,
      (e) extraordinary nonrecurring items as described in Accounting Principles
      Board
      Opinion No. 30, as amended, superseded, modified, or revised, and/or in
      management’s discussion and analysis of financial condition and results of
      operations appearing in the Company’s annual report to shareholders for the
      applicable year, (f) acquisitions or divestitures, and (g) foreign exchange
      gains and losses. To the extent such inclusions or exclusions affect Share
      transfers to the Participant under Section 3 herein, they shall be prescribed
      in
      a form that meets the requirements of Section 162(m) of the Code for
      deductibility.

     

    5. Forfeiture.
      If the
      Participant terminates employment prior to the end of the Performance Period
      with the Company, or any Subsidiary or Affiliate, for any reason other than
      Disability (as defined below) or death, this Award shall be forfeited and no
      Shares shall be transferred. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.

            	
              Waiver
                of Forfeiture Provisions

            


    

     

    (a)  General.
      In the
      event the Participant’s employment with, or performance of services for the
      Company, or any Affiliate or Subsidiary, is terminated or otherwise ceases
      for
      any reason other than the Participant’s death or Disability, the Participant’s
      Award shall terminate unless the Committee, in its sole and absolute discretion,
      allows the Participant, subject to subsection (d) hereof, to retain for the
      duration of the Performance Period the Participant’s eligibility to receive a
      transfer of Shares in respect of the Performance Shares allocated to the
      Participant in Section 1(b) herein. Any
      determination by the Committee to extend the Participant’s eligibility under
      this Section 6(a) shall be specified in writing. Any such transfer of Shares
      shall be made on the Transfer Date. 

    


    (b) Death.
      In the
      event the Participant’s employment with, or performance of services for the
      Company, or any Affiliate or Subsidiary, is terminated or otherwise ceases
      as a
      result of the Participant’s death, the Participant’s Award shall terminate
      unless the Committee, in its sole and absolute discretion, allows the
      Participant’s estate, subject to subsection (d) hereof, to retain for the
      duration of the Performance Period the Participant’s eligibility to receive a
      transfer of Shares in respect of the Performance Shares allocated to the
      Participant in Section 1(b) herein. Any
      determination by the Committee to extend the Participant’s eligibility on behalf
      of the Participant’s estate under this Section 6(b) shall be specified in
      writing. Any such transfer of Shares shall be made on the Transfer Date, and
      the
      Performance Shares granted hereunder, and/or the right to receive Shares on
      the
      Transfer Date, shall be transferred to a legal representative or administrator
      of the Participant’s estate, unless such issuance is otherwise restricted by
      applicable law.

    


    (c) Disability.
      In the
      event the Participant’s employment with, or performance of services for the
      Company, or any Affiliate or Subsidiary, is terminated or otherwise ceases
      as a
      result of the Participant’s Disability, the Participant’s Award shall terminate
      unless the Committee, in its sole and absolute discretion, allows the
      Participant, subject to subsection (d) hereof, to retain for the duration of
      the
      Performance Period the Participant’s eligibility to receive a transfer of Shares
      in respect of the Performance Shares allocated to the Participant in Section
      1(b) herein. Any
      determination by the Committee to extend the Participant’s eligibility under
      this Section 6(c) shall be specified in writing. Any such transfer of Shares
      shall be made on the Transfer Date. For purposes of this Agreement, the term
      “Disability” means the Participant is unable to engage in any substantially
      gainful activity by reason of any medically determinable physical or mental
      impairment, the permanence and degree of which shall be supported by medical
      evidence satisfactory to the Committee. Notwithstanding anything to the contrary
      set forth herein, the Committee shall determine, in its sole and absolute
      discretion, (i) whether the Participant has ceased to perform services of any
      kind due to a Disability and, if so, (ii) the first date of such
      Disability.

    


    (d) Reduction
      of Award.
      If the
      Committee elects, pursuant to this Section 6, to allow the Participant or his
      or
      her estate to retain the Participant’s or his or her estate’s eligibility to
      receive a transfer of Shares in respect of the Performance Shares allocated
      to
      the Participant in Section 1(b) herein, then notwithstanding anything to the
      contrary, the number of Performance Shares allocated to the Participant may
      be
      reduced to an amount determined by the Committee, in its sole and absolute
      discretion, as set forth in the writing extending the Participant’s or his or
      her estate’s eligibility to receive a transfer of Shares in respect of the
      Performance Shares allocated hereunder. The
      balance of the Performance Shares allocated to the Participant in Section (1)(b)
      herein shall be forfeited.

    


    7. Change
      in Control.
      If a
      Change in Control of the Company occurs during the Performance Period then
      the
      Performance Period shall conclude on the effective date of the Change in Control
      and achievement of the TSR Measure will be based upon the value of the per
      share
      consideration provided for Shares in connection with the Change in Control
      transaction compared to the TSR of the common shares of the Peer Companies
      as of
      such date. The term “Change in Control” shall have the meaning set forth in
      Exhibit B hereto. Any transfer shall be made on the effective date of the Change
      in Control.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    8. Administration.
      This
      Agreement and the rights of the Participant hereunder are subject to all the
      terms and conditions of the Plan and the Incentive Plan, as either may be
      amended from time to time, as well as to such rules and regulations as the
      Committee, or such other person, group, or entity appointed by the Board of
      Trustees to administer the Plan and the Incentive Plan, may adopt for
      administration of the Plan and the Incentive Plan. It is expressly understood
      that the Committee is authorized to administer, construe, and make all
      determinations necessary or appropriate to the administration of the Plan,
      the
      Incentive Plan and this Agreement, all of which shall be binding upon the
      Participant. 

     

    9. Reservation
      of Shares.
      The
      Company hereby agrees that at all times there shall be reserved for issuance
      and/or delivery such number of Shares as shall be required for transfer pursuant
      to this Award and Agreement.

     

    10. Adjustments.
      The
      Shares subject to this Agreement shall also be subject to adjustment in
      accordance with Section 4.4 of the Plan.

     

    11. Exclusion
      from Pension Computations. By
      acceptance of the allocation and, if any, grant pursuant to this Agreement,
      the
      Participant hereby agrees that any income or gain realized upon the receipt
      of
      the Shares hereunder, upon the disposition of the Shares received, or upon
      the
      lapse of any restrictions pursuant to the terms of this Agreement, is special
      incentive compensation and shall not be taken into account, to the extent
      provided under the applicable plan documents and to the extent permissible
      under
      applicable law, as “wages,” “salary,” or “compensation” in determining the
      amount of any payment under any pension, retirement, incentive, profit sharing,
      bonus or deferred compensation plan of the Company or any of its subsidiaries
      or
      affiliates.

     

    12. Amendment.
      The
      Committee may at any time or from time to time amend the provisions, terms
      and
      conditions of this Agreement in accordance with the Plan, the Incentive Plan,
      and applicable law.

     

    13. Notices.
      Any
      notice which either party hereto may be required or permitted to give to the
      other shall be in writing, and may be delivered personally or by mail, postage
      prepaid, or overnight courier, addressed as follows: if to the Company, at
      its
      office at 150 East Gay Street, Suite 24, Attn: General Counsel, Columbus, Ohio
      43215 or at such other address as the Company by notice to the Participant
      may
      designate in writing from time to time; and if to the Participant, at the
      address shown below his or her signature on this Agreement, or at such other
      address as the Participant by notice to the Company may designate in writing
      from time to time. notices provided under this Section shall be effective upon
      receipt. 

     

    14. Withholding
      Taxes.
      The
      Company shall have the right to withhold from a Participant, or otherwise
      require such Participant to pay, any Withholding Taxes (defined below) arising
      as a result of the transfer of any Shares hereunder, any tax election by the
      Participant, or any other taxable event triggered by obligations, income, rights
      or privileges received or granted hereunder. If the Participant shall fail
      to
      make such Withholding Tax payments when and as required, the Company (or its
      Affiliate or Subsidiary) shall, to the extent permitted by law, have the right
      to deduct any such Withholding Taxes from any payment of any kind otherwise
      due
      to such Participant or to take such other action as may be necessary to satisfy
      such Withholding Taxes. In satisfaction of the requirement to pay Withholding
      Taxes, the Participant may make a written election which may be accepted or
      rejected in the discretion of the Committee, to tender other Shares to the
      Company (either by actual delivery or attestation, in the sole discretion of
      the
      Committee, provided that, except as otherwise determined by the Committee,
      the
      Shares that are tendered must have been held by the Participant for at least
      six
      (6) months prior to their tender to satisfy the obligation hereunder or have
      been purchased on the open market) having an aggregate Fair Market Value equal
      to the Withholding Taxes. “Withholding Taxes” means any federal, state, or local
      income, employment, payroll, or similar tax related to the Shares that are
      required to be withheld by the Company.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    15. Registration;
      Legend.
      The
      Company may postpone the issuance and delivery of Shares under this Agreement
      until (a) the admission of such Shares to listing on any stock exchange or
      exchanges on which the Shares are then listed and (b) the completion of such
      registration or other qualification of such Shares under any state or federal
      law, rule or regulation as the Company shall determine to be necessary or
      advisable. The Participant shall make such representations and furnish such
      information as may, in the opinion of counsel for the Company, be appropriate
      to
      permit the Company, in light of the then existence or non-existence with respect
      to such Shares of an effective registration statement under the Securities
      Act
      of 1933, as amended, to issue the Shares in compliance with the provisions
      of
      that or any comparable act. The Company may cause a legend to be set forth
      on
      each certificate representing the Shares to be transferred hereunder setting
      forth any restriction on transfer of such Shares at law or otherwise as
      determined by the Company unless counsel for the Company is of the opinion
      as to
      any such certificate that such legend is unnecessary.

     

    16. 
      Miscellaneous

     

    (a) This
      Agreement shall not confer upon the Participant any right to continuation of
      employment by the Company, nor shall this Agreement interfere in any way with
      the Company’s right to terminate the Participant’s employment at any
      time.

    


    (b) The
      Participant shall have no rights as a stockholder of the Company with respect
      to
      the Shares subject to this Agreement until such time as such Shares shall be
      transferred to the Participant pursuant to the terms of this Agreement, the
      Plan, and the Incentive Plan.

    


    (c) With
      the
      approval of the Board of Trustees, the Committee may terminate, amend, or modify
      the Plan or the Incentive Plan; provided, however, that no such termination,
      amendment, or modification of the Plan or the Incentive Plan may in any way
      adversely affect the Participant’s rights under this Agreement or be contrary to
      applicable law.

    


    (d) This
      Agreement shall be subject to all applicable laws, rules, and regulations,
      and
      to such approvals by any governmental agencies or national securities exchanges
      as may be required. 

    


    (e) To
      the
      extent not preempted by federal law, this Agreement shall be governed by, and
      construed in accordance with the laws of the State of New York, without regard
      to the principles of conflicts of law which might otherwise apply.

    


    (f) All
      obligations of the Company under the Incentive Plan, Plan and this Agreement,
      with respect to the Shares, shall be binding on any successor to the Company,
      whether the existence of such successor is the result of a direct or indirect
      purchase, merger, consolidation, or otherwise, of all or substan-tially all
      of
      the business and/or assets of the Company.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (g) The
      provisions of this Agreement are severable and if any one or more provisions
      are
      determined to be illegal or otherwise unenforceable, in whole or in part, the
      remaining provisions shall nevertheless be binding and enforceable.

    


    (h) By
      executing this Agreement and accepting any allocation, award, or other benefit
      under the Plan and the Incentive Plan, the Participant and each person claiming
      under or through the Participant shall be conclusively deemed to have indicated
      their acceptance and ratification of, and consent to, any action taken under
      the
      Plan and the Incentive Plan by the Company, the Board of Trustees or the
      Committee.

    


    (i) The
      Participant, every person claiming under or through the Participant, and the
      Company hereby waives to the fullest extent permitted by applicable law any
      right to a trial by jury with respect to any litigation directly or indirectly
      arising out of, under, or in connection with the Plan, the Incentive Plan,
      this
      Agreement, or any Award issued under this Agreement pursuant to the
      Plan.

    


    (j) This
      Agreement, the Incentive Plan, the Plan, and any certificate representing the
      Shares to be transferred hereunder shall constitute the entire agreement and
      understanding between the Participant and the Company concerning any Award
      issued, allocated, or granted hereunder and with respect to the subject matter
      contained herein. This Agreement, the Incentive Plan, the Plan, and any
      certificate representing the Shares to be transferred hereunder supersede all
      prior agreements and the understandings between the parties hereto with respect
      to any Award issued, allocated, or granted hereunder and with respect to the
      subject matter contained herein.

    


    17. Exculpation.
      This
      Agreement and all documents, agreements, understandings and arrangements
      relating hereto have been executed by the undersigned in his/her capacity as
      an
      officer or Trustee of the Company, which has been formed as a Maryland real
      estate investment trust pursuant to an Amended and Restated Declaration of
      Trust
      of the Company dated as of November 1, 1993, as amended, and not individually,
      and neither the trustees, officers or shareholders of the Company nor the
      trustees, directors, officers or shareholders of any Subsidiary or Affiliate
      of
      the Company shall be bound or have any personal liability hereunder or
      thereunder. Each party hereto shall look solely to the assets of the Company
      for
      satisfaction of any liability of the Company in respect of this Award and all
      documents, agreements, understanding and arrangements relating hereto and will
      not seek recourse or commence any action against any of the trustees, officers,
      agents or shareholders of the Company or any of the trustees, directors, agents,
      officers or shareholders of any Subsidiary or Affiliate of the Company, or
      any
      of their personal assets for the performance or payment of any obligation
      hereunder or thereunder. The foregoing shall also apply to any future documents,
      agreements, understandings, arrangements and transactions between the parties
      hereto that pertain to the subject matter hereof.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      set forth above.

    


    GLIMCHER
      REALTY TRUST

    


    


    By:
      ______________________

    Print
      Name: 

    Title:
      

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    ACKNOWLEDGED
      & ACCEPTED:

    


    


    ______________________________________

    Signature

    


    Print
      Name:_____________________________

    


    


    Address:
      ______________________________

     ______________________________

     ______________________________

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    


    
      	 	
              1.

            	
              Taubman
                Centers, Inc.

            


    

    
      	 	
              2.

            	
              The
                Macerich Company

            


    

    
      	 	
              3.

            	
              General
                Growth Properties, Inc.

            


    

    
      	 	
              4.

            	
              Simon
                Property Group, Inc.

            


    

    
      	 	
              5.

            	
              CBL
                & Associates Properties, Inc.

            


    

    
      	 	
              6.

            	
              Pennsylvania
                Real Estate Investment Trust

            


    

    
      	 	
              7.

            	
              Federal
                Realty Investment Trust

            


    

    
      	 	
              8.

            	
              Kimco
                Realty Corp.

            


    

    
      	 	
              9.

            	
              Acadia
                Realty Trust

            


    

    
      	 	
              10.

            	
              Regency
                Centers Corp.

            


    

    
      	 	
              11.

            	
              Developers
                Diversified Realty Corporation

            


    

    
      	 	
              12.

            	
              Tanger
                Factory Outlet Centers, Inc.

            


    

    
      	 	
              13.

            	
              Weingarten
                Realty Investors

            


    

    
      	 	
              14.

            	
              Kite
                Realty Group Trust

            


    

    
      	 	
              15.

            	
              Ramco-Gershenson
                Properties Trust

            


    

    
      	 	
              16.

            	
              Cedar
                Shopping Centers, Inc.

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

    


    A
      Change
      in Control of Glimcher Realty Trust (“GRT”) shall be deemed to occur
      if:

    


    
      	 	
              (i)

            	
              There
                shall have occurred a change in control of a nature that would be
                required
                to be reported in response to Item 6(e) of Schedule 14A of Regulation
                14A
                promulgated under the Securities Exchange Act of 1934, as amended
                (the
                “Exchange Act”), as in effect on the Effective Date, whether or not GRT is
                then subject to such reporting requirement; provided,
                however,
                that there shall not be deemed to be a Change in Control of GRT if
                immediately prior to the occurrence of what would otherwise be a
                Change in
                Control of GRT (a) the Participant is the other party to the transaction
                (a “Control of GRT Event”) that would otherwise result in a Change in
                Control of GRT or (b) the Participant is an executive officer, trustee,
                director or more than 5% equity holder of the other party to the
                Control
                of GRT Event or of any entity, directly or indirectly, controlling
                such
                other party;

            


    

    


    
      	 	
              (ii)

            	
              GRT
                merges or consolidates with, or sells all or substantially all of
                its
                assets to, another company (each, a “Transaction”); provided,
                however,
                that a Transaction shall not be deemed to result in a Change in Control
                of
                GRT if (a) immediately prior thereto the circumstances in (i)(a)
                or (i)(b)
                above exist or (b) (1) the shareholders of GRT, immediately before
                such
                transaction, own, directly or indirectly, immediately following such
                Transaction fifty percent (50%) or more of the combined voting power
                of
                the outstanding voting securities of the corporation or other entity
                resulting from such Transaction (the “Surviving Corporation”) in
                substantially the same proportion as their ownership of the voting
                securities of GRT immediately before such Transaction and (2) the
                individuals who were members of GRT’s Board of Trustees immediately prior
                to the execution of the agreement providing for such Transaction
                constitute at least a majority of the members of the board of directors
                or
                the board of trustees, as the case may be, of the Surviving Corporation,
                or of a corporation or other entity beneficially, directly or indirectly,
                owning a majority of the outstanding voting securities of the Surviving
                Corporation; or

            


    

     

    
      	 	
              (iii)

            	
              GRT
                acquires assets of another company or a subsidiary of GRT merges
                or
                consolidates with another company (each an “Other Transaction”) and (a)
                the shareholders of GRT, immediately before such Other Transaction
                own,
                directly of indirectly, immediately following such Other Transaction
                less
                than fifty percent (50%) of the combined voting power of the outstanding
                voting securities of the corporation or other entity resulting from
                such
                Other Transaction (the “Other Surviving Corporation”) in substantially the
                same proportion as their ownership of the voting securities of GRT
                immediately before such Other Transaction or (b) the individuals
                who were
                members of GRT’s Board of Trustees immediately prior to the execution of
                the agreement providing for such Other Transaction constitute less
                than a
                majority of the members of the board of directors or board of trustees,
                as
                the case may be, of the Other Surviving Corporation, or of a corporation
                or other entity beneficially, directly or indirectly, owing a majority
                of
                the outstanding voting securities of the Other Surviving Corporation;
                provided,
                however,
                that an Other Transaction shall not be deemed to result in a Change
                in
                Control of GRT if immediately prior thereto the circumstances in
                (i)(a) or
                (i)(b) above exist.

            


    

     

    Notwithstanding
      the foregoing, no transaction shall be deemed to be a Change in Control if
      it
      does not constitute a change in control as contemplated under regulations under
      Section 409A of the Code. 

     

     

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