Form of Restricted Share Unit Agreement for Non-Management Trustees (2021)

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This Agreement evidences an award of restricted share units in the number set forth on the cover sheet and subject to the vesting and other terms and conditions set forth in the Agreement and in the Plan (the “Restricted Share Units”).

Your Restricted Share Units will vest in accordance with the Vesting Schedule set forth on the cover sheet of this Agreement, subject to your continued Service through each vesting date.

 

Notwithstanding the Vesting Schedule set forth on the cover sheet, if your Service is terminated because of your death or Disability, your Restricted Share Units will become 100% vested upon such termination of Service.

In the event of your retirement because you are not re-nominated for election to the Board either (i) because you would not be age 75 or younger on the first date of the subsequent Board term (and, therefore, are required to retire pursuant to the Company policy for mandatory trustee retirements), or (ii) because after attaining age 72 you choose not to stand for re-election, your Restricted Share Units will become 100% vested upon such termination of Service.

In the event of your retirement because you are not standing for election to the Board and you are (i) at least 55 years old, (ii) you have at least five years of service as a director with the Company, and (iii) the sum of your age and years of service is at least 70, your Restricted Share Units will remain outstanding and eligible to vest in accordance with the Vesting Schedule set forth on the cover sheet of this Agreement.

Notwithstanding the Vesting Schedule set forth on the cover sheet, your Restricted Share Units will accelerate if so provided in Section 17.3 and 17.4 of the Plan in the event of a Change in Control.

 

For purposes of this Agreement, “Change in Control” will have the same meaning as defined in the Plan; provided, however, that in no event will a Change in Control be deemed to have occurred under Section 17.3 or 17.4 of the Plan if the Company is merged or consolidated with an Affiliate, even if the Company’s shareholders hold less than 50% of the combined voting power of the voting securities of the Company in the surviving entity.

In the event that the Company determines that any federal, state, local, or foreign tax or withholding payment is required relating to this grant of Restricted Share Units, or the issuance of Common Shares with respect to this grant, the Company will have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the Common Shares to be delivered in connection with the Restricted Share Units to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company, or (iv) withhold the delivery of vested Common Shares otherwise deliverable under this Agreement to meet such obligations; provided that the Common Shares so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable law.

You have no rights as a shareholder of the Company with respect to the Restricted Share Units unless and until the Common Shares relating to the Restricted Share Units have been issued and either a certificate evidencing the Common Shares has been issued or an appropriate entry has been made on the Company’s books.

 

Notwithstanding the foregoing, if a cash dividend is declared on the Company’s outstanding Common Shares, you shall be credited with a Dividend Equivalent in an amount of cash equal to the number of Restricted Share Units you hold as of the dividend record date, multiplied by the amount of the cash dividend per Common Share. Such Dividend Equivalent shall be paid if and when the underlying Restricted Share Units are settled. Dividend Equivalents shall not accrue interest prior to the date of payment.

 

The Restricted Share Units will be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event that the Company is subject to such corporate activity.

The text of the Plan is incorporated into the Agreement.

 

Certain capitalized terms used in the Agreement are defined in the Plan and have the meaning set forth in the Plan.

 

The Agreement and the Plan constitute the entire understanding between you and the company regarding the Restricted Share Units. Any prior agreements, commitments, or negotiations concerning the Restricted Share Units are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation, and/or severance agreement or any other written agreement between you and the Company or any Affiliate, as applicable, will supersede the Agreement with respect to its subject matter.

To administer the Plan, the Company may process personal data about you. This data includes, without limitation, information provided in the Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll information, and any other information that the Company deems appropriate to facilitate the administration of the Plan.

 

By accepting this grant, you give explicit consent to the Company to process any such personal data.