with across the board reductions or modifications affecting similarly situated persons of executive rank in the Company or a combined organization shall not constitute Good Reason;
(d) any one or more reductions in the Grantee’s Base Salary that, individually or in the aggregate, exceed 10% of the Grantee’s Base Salary; or
(e) any material breach by the Company of the Grantee’s Service Agreement (if one exists).
In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Grantee’s “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within two years following the occurrence of such condition in order for such termination as a result of such condition to constitute a termination for Good Reason. If the Grantee suffers a Disability or dies following the occurrence of any of the events described in clauses (a) through (e) above and the Grantee has given the Company the requisite written notice but the Company has failed to remedy the situation prior to such physical or mental incapacity or death, the Grantee’s physical or mental incapacity or death shall not affect the ability of the Grantee or his heirs or beneficiaries, as applicable, to treat the Grantee’s termination of employment as a termination for Good Reason. For purposes of the definition of Good Reason, the term “Base Salary” means the annual base rate of compensation payable to Grantee by the Company as of the Grantee’s date of termination, before deductions or voluntary deferrals authorized by the Grantee or required by law to be withheld from the Grantee by the Company. Salary excludes all other extra pay such as overtime, pensions, severance payments, bonuses, stock incentives, living or other allowances, and other perquisites.
“ LTIP Units (PB)” means units of limited partnership interest of the Partnership designated as “LTIP Units” in the Partnership Agreement awarded pursuant to this Agreement under the LTIP having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption set forth in the Partnership Agreement.
“Partial Service Factor” means a factor carried out to the sixth decimal, but never greater than one (1.000000), to be used in calculating the number of Award  LTIP Units (PB) that become vested pursuant to Section 5(c) hereof in the event of the Grantee’s Qualified Termination, death, Disability or Retirement during the Performance Period, determined by dividing (A) the number of calendar days that have elapsed since the Effective Date to and including the date of the Grantee’s Qualified Termination, death or Disability by (B) 365.
“Partnership Agreement” means the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of March 16, 1994, among the Company, as general partner, and the limited partners who are parties thereto, as amended from time to time.
“Peer REIT” means each of the business entities qualified as real estate investment trusts (“REITs”) that are publicly-traded “equity REITs.” It is the current intention of the Committee to use the Peer REITs identified by the National Association of Real Estate Investment Trusts (“NAREIT”) to determine the Peer REIT Total Return for each Peer REIT. If the Committee determines that NAREIT no longer identifies Peer REITs, or that NAREIT’s identification of Peer