Equity Incentive Awards. To the extent the Employee meets the eligibility requirements, the Employee shall be eligible for an annual grant of equity pursuant to the ​ 2004 Long-Term Incentive Plan, as amended from time to time, any successor to such plan, or such other long-term incentive compensation program developed for the Corporation’s officers (the “Long Term Plan”), with the type of equity award, performance goals and other terms consistent with other Senior Vice Presidents of the Corporation. Any annual Equity Incentive Award shall be paid at the same time as annual equity awards are made to other officers of the Corporation under the then-applicable Long Term Plan, and shall be subject to the Employee’s execution of an applicable award agreement approved by the Corporation and the terms and conditions of the Long Term Plan.

Crediting of Equity Awards. A participating Director’s Equity Awards that are deferred hereunder shall be credited to his or her Deferred Compensation Account in an equal number of Deferred Stock Units. The Deferred Stock Units related to such deferred Equity Award shall be subject to the same vesting or other forfeiture restrictions that would have otherwise applied to such Equity Award. In the event the participating Director forfeits Deferred Stock Units in accordance with the foregoing, his or her Deferred Compensation Account shall be debited for the number of Deferred Stock Units forfeited.

Forfeiture of Equity Awards. Unless the Board otherwise determines, any portion of an Initial Award or award of Annual RSUs which is unvested or, as applicable, unexercisable at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee Director shall be immediately forfeited upon such termination of service and shall not thereafter become vested and, as applicable, exercisable. All of a Non-Employee Director’s Initial Award and Annual RSUs shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding or unvested at such time.

Upon and following a Change in Control (including upon the occurrence of a Post CIC Termination, if applicable), the Executive’s equity incentive awards granted under the Equity Plan or the ​ 2015 Long-Term Incentive Plan (the “Equity Awards”) shall be governed by the terms of [Section 12.3] of the Equity Plan as in effect from time to time (subject to the amendment limitations set forth in [Section 12.4] of the Equity Plan). For the avoidance of doubt, the terms of [Section 12.3] of the Equity Plan shall apply to Equity Awards granted under the ​ 2015 Long-Term Incentive Plan as if such Equity Awards had been granted under the Equity Plan.

OTHER EQUITY-BASED AWARDS. The Board shall have the right # to issue other Grants based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant of Partnership Units based upon certain conditions and the grant of securities convertible into Common Stock, and # to grant interests (which may be expressed as units or otherwise) in IAS Operating Partnership, LP.

It is intended that this Program not be subject to the provisions of the Exchange Act and that awards granted hereunder not be considered equity securities of the Company within the meaning of the Exchange Act and that the awards not be considered security based compensation arrangements for the purposes of the TSX Company Manual. Accordingly, no award under this Program will be payable in any equity security or result in the issuance of securities of the Company. In the event an award under this Program should be deemed to be an equity security of the Company within the meaning of the Exchange Act or security based compensation arrangements for the purposes of the TSX Company Manual, such award may, to the extent permitted by law and deemed advisable by the granting authority, be amended so as not to constitute such an equity security or security based compensation arrangement, or may be annulled. Each award under this Program will be deemed issued subject to the foregoing qualification.

With respect to equity awards that would otherwise vest only upon satisfaction of performance criteria, including, but not limited to, the TSR PSUs, the SVC PSUs and any performance-vesting Future Equity Awards (collectively, “Performance Awards”), the vesting of such Performance Awards shall be governed by the terms of the applicable equity award agreement, and shall accelerate solely as provided thereunder.

Executive shall be eligible for future equity awards as determined by and pursuant to the terms established by the Compensation Committee.

the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Options or other equity awards, or benefits in lieu thereof, even if Options or other equity awards have been granted in the past;

Future SNDAs. ​, at ​’s sole cost and expense, shall execute and deliver its then-current standard form of subordination, non-disturbance and attornment agreement to the Tenant under any future Major Lease approved by ​ upon request, with such commercially reasonable changes as may be requested by such Tenants and which are acceptable to ​.