extent permitted by applicable law, in the discretion of the Administrator, loans may be made to Participants in connection with the purchase of Restricted Stock under substantially the same
terms and conditions as provided in Section 5.5 with respect to the exercise of Stock Options.
7.2
Award Agreements
. The prospective recipient of a Restricted
Stock, Deferred Stock, Performance Share or LTIP Unit award shall not have any rights with respect to such award, unless and until such recipient has executed an agreement evidencing the award and delivered a fully executed copy thereof to the
Company, within such period as the Administrator may specify after the award date.
7.3
Book Entry
.
The Company may, in lieu of delivering to
any Participant certificates evidencing Shares issued in connection with any Award, record the issuance of Shares in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).
7.4
Other Incentive Awards
. The Administrator is authorized to
grant Other Incentive Awards to a Participant, which Awards may cover shares of Stock or the right to purchase shares of Stock or have a value derived from the value of, or an exercise or conversion privilege at a price related to, or that are
otherwise payable in or based on, shares of Stock, shareholder value or shareholder return, in each case, on a specified date or dates or over any period or periods determined by the Administrator.
7.5
Restrictions and Conditions
.
The Restricted Stock,
Deferred Stock, Performance Share and LTIP Unit awards granted pursuant to this Article 7 shall be subject to the following restrictions and conditions as determined by the Committee:
(a)
Restrictions on Transfer
. Subject to the
provisions of the Plan and the Restricted Stock Award Agreement, Deferred Stock Award Agreement, Performance Share Award Agreement, LTIP Unit award agreement or other award agreement, as appropriate, governing such award, during such period as may
be set by the Administrator commencing on the grant date (the Restricted Period), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock, Performance Shares, Deferred Stock or LTIP Units
awarded under the Plan; provided that the Administrator may, in its sole discretion, provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such
circumstances as the Administrator may determine, in its sole discretion, including, but not limited to, the attainment of certain performance related goals, the Participants termination of employment or service, death or
disability or the occurrence of a change in control (each as defined in the agreement evidencing such award).
(b)
Termination of Employment or Service
. The
rights of holders of Restricted Stock, Deferred Stock, Performance Share and LTIP Unit awards upon termination of employment or service for any reason during the Restricted Period shall be set forth in the award agreement, as appropriate, governing
such awards.
ARTICLE 8
Cash-Based Awards
8.1 The Administrator is authorized to grant Cash-Based Awards to a
Participant and to determine whether such Cash-Based Awards shall be Performance-Based Compensation per Article 10 of this Plan. The value of Cash-Based Awards may be linked to any one or more of the Performance Criteria or other specific criteria
determined by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator.
8.2 Without limiting Section 8.1 hereof, the Administrator may grant
Cash-Based Awards to a Participant in the form of a cash bonus payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which are established by the Administrator, in each case on a specified date
or dates or over any period or periods determined by the Administrator. Any such bonuses paid to a Participant which are intended to be Performance-Based Compensation shall be based upon objectively determinable bonus formulas established in
accordance with the provisions of Article 10 hereof.
ARTICLE 9
Amendment and Termination; No Repricing ; Section 409A; Minimum Vesting
9.1
Amendment of the Plan
. The Board may amend, alter or
discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a Participant under any award theretofore granted without such Participants consent. No such action of the Board, unless taken
with the approval of the stockholders of the Company, may increase the maximum number of shares that may be sold or issued under the Plan or alter the class of Employees eligible to participate in the Plan. With respect to any other amendments of
the Plan, the Board may in its discretion determine that such amendments shall only
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