Performance Shares means an Award made pursuant to Section 9 which entitles a
Holder to receive Shares, their cash equivalent, or a combination thereof based on the achievement of performance targets during a Performance Period.
Performance Units means an Award made pursuant to Section 9 which entitles a Holder to receive cash, Shares or a combination
thereof based on the achievement of performance goals during a Performance Period.
Permitted Transferee has the meaning ascribed
in Section 12.3.
Person shall have the meaning ascribed to such term in Section 3(a)(9) of the 1934 Act and used in
Sections 13(d) and 14(d) thereof, including group as defined in Section 13(d) thereof.
Plan means the EPR
Properties 2016 Equity Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.
Restricted
Shares means Shares granted under Section 8 that are subject to those restrictions set forth therein and the Award Agreement.
Restricted Shares Unit means an Award granted under Section 8 evidencing the Holders right to receive a Share (or, at the
Committees discretion, a cash payment equal to the Fair Market Value of a Share) at some future date and that is subject those restrictions set forth therein and the Award Agreement.
Rule 16b-3 means Rule 16b-3 promulgated under the 1934
Act.
SAR or Share Appreciation Right means an Award that is designated as a SAR pursuant to Section 7.
SAR Holder shall have the meaning as set forth in Section 7.2.
Section 16 Person means a Person who is subject to obligations under Section 16 of the 1934 Act with respect to transactions
involving equity securities of the Company.
Service Provider means an Eligible Employee, a
non-employee trustee of the Company or consultant of the Company. Solely for purposes of Substitute Awards, the term Service Provider includes any current or former Employee or
non-employee director or trustee of an Acquired Entity (as defined in the definition of Substitute Awards) who holds Acquired Entity Awards (as defined in the definition of Substitute Awards) immediately prior
to the Acquisition Date (as defined in the definition of Substitute Awards).
Shares means the common shares, par value $.01 per
share, of beneficial interest in the Company.
Subsidiary means (i) in the case of an Incentive Share Option a
subsidiary corporation, whether now or hereafter existing, as defined in section 424(f) of the Code, and (ii) in the case of any other type of Award, in addition to a subsidiary corporation as defined in clause (i), a limited
liability company, partnership or other entity in which the Company controls fifty percent (50%) or more of the voting power or equity interests.
Substitute Award means an Award granted under the Plan in substitution for shares or share-based awards (Acquired Entity
Awards) held by current and former employees or former non-employee directors or trustees of another corporation or entity who become Service Providers as the result of a merger or consolidation of the
employing corporation or other entity (the Acquired Entity) with the Company, a Subsidiary, or an Affiliate, or the acquisition by the Company, a Subsidiary, or an Affiliate, of property or stock of, or other ownership interest
in, the Acquired Entity immediately prior to such merger, consolidation, or acquisition (Acquisition
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2021 Proxy Statement
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Page A-6
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