MEANS TERMINATION OF A PARTICIPANT'S EMPLOYMENT FOR GOOD
REASON, BY REASON OF THE PARTICIPANT'S DEATH, DISABILITY, BY THE COMPANY WITHOUT
CAUSE, RETIREMENT AND IN THE CASE OF A PARTICIPANT WHO IS PARTY TO AN EMPLOYMENT
AGREEMENT WITH THE COMPANY, A NON‐RENEWAL BY THE COMPANY OF THE TERM OF SUCH
AGREEMENT.
"RELATIVE PERFORMANCE" MEANS THE ANNUALIZED TSR PERCENTAGE RELATIVE TO THE
APPLICABLE INDEX RETURN.
"RELATIVE SAME-STORE CASH NOI GROWTH" MEANS THE DIFFERENTIAL BETWEEN THE
COMPANY'S AVERAGE SAME-STORE CASH NOI GROWTH AND THE PERFORMANCE PEER GROUP'S
AVERAGE SAME-STORE CASH NOI GROWTH FOR THE SAME PERIOD.
"RETIREMENT" MEANS THE VOLUNTARY TERMINATION OF EMPLOYMENT BY A PARTICIPANT
AFTER ATTAINING AGE 55, COMPLETING TEN CONSECUTIVE YEARS OF SERVICE AND IF THE
SUM OF THE PARTICIPANT'S AGE AND YEARS OF SERVICE TO THE COMPANY IS EQUAL TO 70
OR MORE; PROVIDED THAT THE PARTICIPANT (A) DELIVERS TO THE COMPANY, AT LEAST SIX
MONTHS PRIOR TO THE DATE OF HIS OR HER RETIREMENT, WRITTEN NOTICE SPECIFYING
SUCH RETIREMENT DATE AND THE PARTICIPANT REMAINS IN THE CONTINUOUS SERVICE OF
THE COMPANY FROM THE DATE THE NOTICE IS PROVIDED UNTIL HIS OR HER RETIREMENT
DATE, AND (B) ENTERS INTO A RETIREMENT AGREEMENT WITH THE COMPANY THAT INCLUDES
(I) A CUSTOMARY RELEASE OF CLAIMS AGAINST THE COMPANY AND ITS AFFILIATES AND
(II) NON-COMPETITION, NON-SOLICITATION, NON-DISPARAGEMENT AND NON-DISCLOSURE
COVENANTS IN FAVOR OF THE COMPANY.
"TARGET AWARD" MEANS A PARTICIPANT'S TARGET AWARD, EXPRESSED IN NUMBERS OF
RESTRICTED STOCK UNITS, FOR THE PERFORMANCE PERIOD, AS SET FORTH IN THE
PARTICIPANT'S AWARD NOTICE.
"TOTAL SHAREHOLDER RETURN" OR "TSR" MEANS THE COMPOUNDED ANNUAL GROWTH RATE,
EXPRESSED AS A PERCENTAGE (ROUNDED TO THE NEAREST TENTH OF A PERCENT (0.1%)), IN
THE VALUE PER SHARE OF COMMON STOCK DURING THE PERFORMANCE PERIOD DUE TO THE
APPRECIATION IN THE PRICE PER SHARE OF COMMON STOCK AND DIVIDENDS PAID DURING
THE PERFORMANCE PERIOD, ASSUMING DIVIDENDS ARE REINVESTED.
TOTAL SHAREHOLDER
RETURN OR TSR FOR ANY 12-MONTH PERIOD SHALL BE CALCULATED AS FOLLOWS:
(I) THE
COMMON STOCK PRICE AT THE END OF THE PERIOD PLUS DIVIDENDS PAID DURING THE
12-MONTH PERIOD DIVIDED BY (II) THE FAIR MARKET VALUE OF THE COMMON STOCK AT THE
BEGINNING OF THE PERIOD, MINUS (III) 1.
AS SET FORTH IN, AND PURSUANT TO,
SECTION 8 OF THIS AGREEMENT, APPROPRIATE ADJUSTMENTS TO THE TOTAL SHAREHOLDER
RETURN SHALL BE MADE TO TAKE INTO ACCOUNT ALL STOCK DIVIDENDS, STOCK SPLITS,
REVERSE STOCK SPLITS AND THE OTHER EVENTS SET FORTH IN SECTION 8 THAT OCCUR
DURING THE PERFORMANCE PERIOD.
"TRANSACTIONAL CHANGE OF CONTROL" MEANS A CHANGE IN CORPORATE CONTROL RESULTING
FROM ANY PERSON OR GROUP MAKING A TENDER OFFER FOR COMMON STOCK, A MERGER OR
CONSOLIDATION WHERE THE COMPANY IS NOT THE ACQUIRER OR SURVIVING ENTITY OR
CONSISTING OF A SALE, LEASE, EXCHANGE OR OTHER TRANSFER TO AN UNRELATED PARTY OF
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY.
"VALUATION DATE" MEANS THE EARLIER OF (A) DECEMBER 31, 2017, OR (B) THE DATE
UPON WHICH A CHANGE OF CONTROL SHALL OCCUR.
3.
ADMINISTRATION
(A)
THE PROGRAM SHALL BE