Holding Period. Shares acquired upon exercise of the Options may not be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant (or any Affiliate or other permitted transferee pursuant to Section 7) prior to the date that is six months following the vesting of the tranche of the Options pursuant to which such Shares were acquired. Additionally, the Participant shall not (and shall cause the Participant’s Affiliates, or other permitted transferees pursuant to Section 7, not to) sell, transfer, or otherwise dispose of more than ​ Shares acquired upon exercise of the Options during any 30-day period. Notwithstanding the foregoing, the restrictions set forth in this paragraph shall not apply to Shares withheld to pay the Option Price, to Shares used to satisfy required tax withholding obligations, or to Shares transferred pursuant to the laws of descent and distribution, and shall cease to apply as of the Participant’s death or Disability or upon a Change in Control. If the Participant disposes of the Shares prior to the expiration of either two (2) years from the Grant Date or one (1) year from the date the Shares are transferred to the Participant pursuant to the exercise of the Options, the Participant shall notify the Company in writing within thirty (30) days after such disposition of the date and terms of such disposition. The Participant also agrees to provide the Company with any information concerning any such dispositions as the Company requires for tax purposes.

Holding Over. If, with Landlord’s express written consent, Tenant retains possession of the Premises after the termination of the Term, # unless otherwise agreed in such written consent, such possession shall be subject to immediate termination by Landlord at any time, # all of the other terms and provisions of this Lease (including, without limitation, the adjustment of Base Rent pursuant to Section 4 hereof) shall remain in full force and effect (excluding any expansion or renewal option or other similar right or option) during such holdover period, # Tenant shall continue to pay Base Rent in the amount payable upon the date of the expiration or earlier termination of this Lease or such other amount as Landlord may indicate, in Landlord’s sole and absolute discretion, in such written consent, and # all other payments shall continue under the terms of this Lease. If Tenant remains in possession of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, # Tenant shall become a tenant at sufferance upon the terms of this Lease except that # the monthly rental for the first 90 days of the tenancy at sufferance shall be equal to 150% of the Rent in effect during the last 30 days prior to the expiration or earlier termination of the Lease, and # the monthly rental for any period after the first 90 days of such tenancy at sufferance shall be equal to 200% of Rent in effect during the last 30 days prior to the expiration or earlier termination of the Lease, and # Tenant shall be responsible for all damages suffered by Landlord resulting from or occasioned by Tenant’s holding over, including consequential damages. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Section 8 shall not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord of Rent after the expiration of the Term or earlier termination of this Lease shall not result in a renewal or reinstatement of this Lease.

Minimum Holding Period. Except as may otherwise be determined by the Administrator in advance of an Offering, it shall be a condition to the issuance of the shares of Common Stock to a Participant under the Plan with respect to any Offering that the Participant acknowledge and agree that he or she may not sell, transfer or otherwise dispose of the shares issued pursuant to the Plan for at least 6 months from the Exercise Date (such 6 month period, the “Minimum Holding Period”). The Minimum Holding Period shall continue to be applicable even if the Participant terminates employment with the Company for any reason or no reason; provided, however, that the Minimum Holding Period shall be waived in the event that the Participant terminates employment as a result of death or Disability (as defined in Section 12). Notwithstanding the foregoing, to the extent that the purchase of shares of Common Stock on the Exercise Date results in compensation income to the Participant, then the Minimum Holding Period shall be waived with respect to, and the Participant shall be permitted to sell, such number of shares of Common Stock as have a Fair Market Value equal to the amount of any Tax (as defined in Section 12) obligation (which Tax obligation shall be deemed to be equal to the amount of the Company’s Tax withholding obligation in jurisdictions where the Company is obligated to withhold Taxes on the Exercise Date).

Additional Holding Period. In addition to any restrictions imposed pursuant to this Paragraph 2, if the Grantee is the Chief Executive Officer of the Trust, an Executive Vice President or a Senior Vice President, the Grantee hereby agrees that he or she shall hold the Restricted Shares received under this Award Agreement for a minimum of one year from the date such Restricted Shares vest.

If for any reason Tenant holds over or occupies the Premises (or any portion thereof, including as a result of Tenant’s failure to surrender all or any portion thereof as required hereunder) beyond the Term, Tenant shall have no more rights than a tenant by sufferance (or, at Landlord’s sole option, such holding over shall constitute a tenancy from month to month, terminable by either party upon thirty (30) days prior written notice to the other); and, in any case, Tenant shall be liable for the full payment of the monthly installment of rent during such period in an amount equal to two times the rent (including Fixed Rent and all additional rent) payable hereunder during the final year of the Term prior to such holding over, for any month or portion thereof (without reduction for a partial month), that Tenant so holds over or occupies the Premises, with such tenancy otherwise on the same terms and conditions as set forth in the Lease, as far as applicable. In addition, if Tenant holds over beyond any such thirty (30) day written notice, Tenant shall save Landlord, its agents and employees harmless and will exonerate, defend and indemnify Landlord, its agents and employees from and against any and all damages which Landlord may suffer on account of such hold over. Nothing in this Section shall be construed to permit such holding over, or to limit Landlord’s other rights and remedies on account thereof.

Holding Period. The Chief Executive Officer of the Trust and each Executive Vice President and Senior Vice President who receives Shares pursuant to RSUs and/or PSUs granted under this Program shall hold such Shares for a minimum of one year from the date such Shares are received.

If Tenant fails to surrender all or any part of the Premises at the expiration or termination of this Lease, occupancy of the Premises after expiration or termination shall be that of a tenancy at sufferance. Tenant's occupancy shall be subject to all the terms and provisions of this Lease, and Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of the sum of the Base Rent due for the period immediately preceding the holdover. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including, without limiting the generality 4073687.v10

In addition to any other restrictions on the transfer of any Shares acquired under this Option, any Shares acquired upon exercise of this Option will not be transferrable, subject to next succeeding sentence, for a period of one (1) year following the date on which such Shares vested (the “Holding Period”), with the exception that Shares may be transferred (including, without limitation, sales of Shares in the public market) during the Holding Period to the extent necessary to satisfy the exercise price of the Option and any applicable tax obligations that may arise in connection with such exercise, and the Optionee will be permitted to transfer any exercised Shares during the Holding Period to the Optionee’s immediate family, estate planning vehicle or in connection with charitable or philanthropic activities undertaken by Optionee (including, but not limited to, gifts to foundations, non-profits or other charitable organizations), provided that such Shares transferred to such transferee will be subject to the transfer restriction set forth in this Section V for the remainder of the Holding Period. If the Optionee experiences a Qualifying Termination, the Holding Period will be six (6) months rather than one (1) year. For purposes of this Section V, the Optionee’s “immediate family” will mean any of the Optionee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law. The Optionee shall be permitted to adopt and implement a Rule 10b5-1 trading plan with respect to all Shares acquired under this Option, subject to this Section V.

HOLDING OVER. If Tenant remains in possession of all or any part of the Premises after the expiration or earlier termination of the Term, then such holding over shall be a tenancy at sufferance, for the entire Premises, subject to the terms and conditions of this Lease, except that Tenant monthly installments of Base Rent shall be determined on a per month basis without reduction for partial months during the holdover and shall be 150% of the monthly installment of Base Rent payable for the last full month immediately preceding the holdover plus 100% of the monthly installment of Real Property Taxes and Operating Expenses payable by Tenant for the last full month immediately preceding the holdover. This Section shall not be construed as Landlord’s permission for Tenant to holdover. Acceptance of Rent by Landlord following expiration or termination shall not constitute an extension of the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. Notwithstanding any provision in this Lease to the contrary, any holdover by Tenant shall constitute an Event of Default on the part of Tenant under this Lease entitling Landlord to exercise, without obligation to provide Tenant any notice or cure period, all of the remedies available to Landlord in the case of an Event of Default by Tenant. If Tenant remains in possession of all or any part of the Premises after the expiration or earlier termination of the Term, then Tenant shall indemnify and hold Landlord harmless from and against all Losses (including, without limitation, consequential damages) resulting from or arising out of Tenant’s failure to surrender the Premises, including, but not limited to, any amounts required to be paid to any tenant or prospective tenant who was to have occupied the Premises after the expiration or earlier termination of this Lease and any related reasonable attorneys’ fees and brokerage commissions. Landlord shall advise Tenant in writing promptly after Landlord enters into a lease providing for occupancy of any portion of the Premises by a tenant after the Expiration Date (“Landlord’s New Lease Notice”). Notwithstanding anything to the contrary herein contained, Tenant shall not be liable for any damages as a result of a holdover (other than increased Base Rent as set forth above) unless such holdover continues for a period of more than 60 days after Tenant’s receipt of Landlord’s New Lease Notice. (For example, # if Tenant receives Landlord’s New Lease Notice 60 or more days prior to the Expiration Date, Tenant will be liable for damages as a result of any holdover after the Expiration Date, and # if Tenant receives Landlord’s New Lease Notice 30 days prior to the Expiration Date, Tenant will be liable for damages as a result of the holdover only if it holds over for more than 30 days after the Expiration Date.).

Holding Period. All vested RSUs will be subject to a holding period (“Holding Period”) until the earliest of: