Except as determined by the Compensation Committee of the Trust’s Board of Trustees (the “Committee”) at any time, upon the failure of the Participant to be employed by the Trust or any of its affiliates for any reason, all unvested restricted shares shall be forfeited by the Participant to the Trust without the payment of any consideration by the Trust; provided, that except as specified in the Plan, in the event of a Participant’s retirement, permanent disability, other termination of employment or death, or in cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of the Trust, waive in whole or in part any or all remaining restrictions with respect to such Participant’s restricted shares. Notwithstanding the foregoing or anything to the contrary herein, the terms of that certain Employment Agreement, dated as of ________________, by and between the Trust and Participant (as it may be amended and/or restated from time to time, the “Employment Agreement”) shall govern the Award in the event Participant’s employment by the Trust is terminated (i) involuntarily, either by the Trust without “Cause” or by the Participant for “Good Reason,” or (ii) because of the Participant’s death or “disability,” or (iii) within ___ months after a “Change in Control” either by the Trust without “Cause” or by the Participant for “Good Reason” (as all such terms are defined in the Employment Agreement).