Dividend Equivalents. The Participant shall be credited with Dividend Equivalents in the form of additional Restricted Stock Units when cash dividends are paid on the Stock. Such Dividend Equivalents shall be computed by dividing: # the amount obtained by multiplying the amount of the dividend declared and paid for each share of Stock by the number of Restricted Stock Units held by the Participant on the record date, by # the Fair Market Value of the Stock on the dividend payment date for such dividend, with fractions computed to four decimal places. Such additional Restricted Stock Units shall vest and be settled in the same manner as the Restricted Stock Units to which they relate.

statutes, regulations, orders or rules. Hazardous Materials shall also mean any and all other biohazardous wastes and substances, materials and wastes which are, or in the future become, regulated under applicable Laws for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, without limitation, # trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents, # any petroleum products or fractions thereof, # asbestos, # polychlorinated biphenyls, # flammable explosives, # urea formaldehyde, # radioactive materials and waste, and # materials and wastes that are harmful to or may threaten human health, ecology or the environment.

Balance (determined after taking into account any additional allocations of Liquidating Gains or Liquidating Losses to be made with respect to Common Units after the application of this [Section 6.1I(1)] for the same period for which the allocations in this [Section 6.1I(1)] are being made) multiplied by the number of Common Units (or fractions thereof) into which such AOLTIP Unit would then be convertible, assuming for such purpose that each such AOLTIP Unit is a Vested AOLTIP Unit (with such Economic Capital Account Balance with respect to an LTIP Unit or AOLTIP Unit to be achieved through the immediately foregoing allocations referred to as the "Target Balance" for such unit).

No fractional Partnership Common Units or scrip representing fractions of a Partnership Common Unit shall be issued upon conversion of the Preferred Units. Instead of any fractional interest in a Partnership Common Unit that would otherwise be deliverable upon the conversion of Preferred Units, the Partnership shall pay to the holder of such units an amount of cash equal to the product of # such fraction and # the Market Value of a REIT Share as of the date of conversion. If more than one of any holder’s units shall be converted at one time, the number of full Partnership Common Units issuable upon conversion thereof shall be computed on the basis of the aggregate number of Preferred Units so converted.

Fractional Shares: No fractional Common Shares shall be issued upon conversion of the Series 1 Preferred Shares. All Common Shares (including fractions thereof) issuable upon conversion of more than one Series 1 Preferred Share by a Holder shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a Common Share, the Corporation shall, in lieu of issuing any fractional share, pay the Holder a cash adjustment in respect of such fraction in an amount equal to such fraction multiplied by the Closing Sale Price on the date of conversion.

Dividend Equivalents. All Stock Equivalents credited to a Director’s account shall be further credited with an amount equivalent to each dividend declared on Common Shares. The amount of such dividend equivalents shall be divided by the price per share of the Common Shares on the ex-dividend date for such dividend (or other pricing date determined by the Committee for such dividend; and, if any such date is not a Trading Day, then on the first Trading Day immediately preceding such date) to determine the number of additional Stock Equivalents or fractions thereof (calculated to the third decimal place with conventional rounding or as otherwise approved by the Committee) to be credited to a Director’s account.

Capital Changes. If the number of outstanding shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification, or similar change in the capital structure of the Company, without consideration, then the Committee will adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price, and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised, and the numerical limits of Section 1 and Section 10 will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided that fractions of a share will not be issued.

Any such deferrals shall be credited to the Director’s account under the Plan as of the date of grant of such RSUs in the form of an equal number of Stock Equivalents or fractions thereof (calculated to the third decimal place with conventional rounding or as otherwise determined by the Committee) (referred to herein as “Designated Stock Equivalents”), which Designated Stock Equivalents, along with any increments thereto pursuant to [Subparagraph 6(b) or 6(d)])] below, shall thereafter be subject to the investment, forfeiture and payment provisions of Paragraphs 6 and 7 of the Plan as well as this [Subparagraph (c)]. Any RSUs or part thereof which the Director does not elect to defer shall be settled as provided in the instrument evidencing the award.

Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, extraordinary dividends or distributions (whether in cash, shares or other property, other than a regular cash dividend), spin-off, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then # the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including Shares reserved under sub-clauses (a)–(e) of Section 2.1, # the Exercise Prices of and number of Shares subject to outstanding Options and SARs, # the number of Shares subject to other outstanding Awards, and # the maximum number of Shares that may be issued as ISOs set forth in Section 2.5 shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided that fractions of a Share will not be issued.

“Regulated Substances” shall mean, without limitation, any substance, material or waste, regardless of its form or nature, defined under Environmental Laws as a “hazardous substance,” “pollutant,” “pollution,” “contaminant,” “hazardous or toxic substance,” “extremely hazardous substance,” “toxic chemical,” “toxic substance,” “toxic waste,” “hazardous waste,” “special handling waste,” “industrial waste,” “residual waste,” “solid waste,” “municipal waste,” “mixed waste,” “infectious waste,” “chemotherapeutic waste,” “medical waste,” “pesticide” or “regulated substance” or any other substance, material or waste, regardless of its form or nature, which is regulated, controlled or governed by Environmental Laws due to its radioactive, ignitable, corrosive, reactive, explosive, toxic, carcinogenic or infectious properties or nature or any other material, substance or waste, regardless of its form or nature, which otherwise is regulated, controlled or governed by Environmental Laws, including petroleum and petroleum products (including crude oil and any fractions thereof), natural gas, synthetic gas and any mixtures thereof, asbestos, urea formaldehyde, polychlorinated biphenyls, mercury, radon and radioactive materials.