ex10_44.htm


    Exhibit
10.44

     

    DOUGLAS
EMMETT, INC.

    2006
OMNIBUS STOCK INCENTIVE PLAN

    


    FORM
OF LTIP UNIT AWARD AGREEMENT

    (For
the Period Beginning January 1, 20___ and Ending December 31,
20___)

     

    
      	
              Name
      of the Grantee:

            	
              (the
      “Grantee”)

            
	
              No.
      of LTIP Units Awarded:

            	 
      
	
              Grant
      Effective Date:

            	 
      


    

     

    RECITALS

     

     

    A.           The
Grantee is a Director of Douglas Emmett, Inc. (the “Company”)
and its subsidiary Douglas Emmett Properties, LP, through which the Company
conducts substantially all of its operations (the “Partnership”).

     

     

    B. Pursuant
to the Compensation Plan for Independent Directors of Douglas Emmett, Inc.,
Grantee is entitled to receive an annual fee of
$[              ]
per year which Grantee has elected to receive in the form of LTIP
Units.

     

     

    C.           Pursuant
to the Company’s 2006 Omnibus Stock Incentive Plan (as amended and supplemented
from time to time, the “Plan”)
and the Limited Partnership Agreement (the “LP
Agreement”) of the Partnership, the Company hereby grants to the Grantee
an Other Stock-Based Award (as defined in the Plan, referred to herein as an
“Award”)
in the form of, and by causing the Partnership to issue to the Grantee, the
number of LTIP Units (as defined in the LP Agreement) set forth above (the
“Award
LTIP Units”) having the rights, voting powers, restrictions, limitations
as to distributions, qualifications and terms and conditions of redemption and
conversion set forth herein and in the LP Agreement.  Upon the close
of business on the Grant Effective Date pursuant to this LTIP Unit Award
Agreement (this “Agreement”),
the Grantee shall receive the number of LTIP Units specified above, subject to
the restrictions and conditions set forth herein, in the Plan and in the LP
Agreement.  Unless otherwise indicated, capitalized terms used herein
but not defined shall have the meanings given to those terms in the Plan or as
defined in Section 2.

     

     

    NOW, THEREFORE, the Company,
the Partnership and the Grantee agree as follows:

     

     

    1.           Effectiveness
of Award.  The Grantee has been admitted as a partner of the
Partnership and will have beneficial ownership of the Award LTIP Units as of the
Grant Effective Date.  Upon execution of this Agreement by the
Grantee, the Partnership and the Company, the LP Agreement shall be amended to
reflect the issuance to the Grantee of the Award LTIP Units and the Partnership
shall deliver to the Grantee a certificate of the Partnership certifying the
number of LTIP Units then issued to the Grantee.  Thereupon, the
Grantee shall have all the rights of a Limited Partner of the Partnership with
respect to a number of LTIP Units equal to the Award LTIP Units, as set forth in
the LP Agreement, subject, however, to the restrictions and conditions specified
in Section 2 below.

     

     

    2.           Vesting
of Award LTIP Units.

     

    (i) Except as otherwise provided in
Sections 2(iii) and 2(iv) below, the Award LTIP Units shall become vested in the
following amounts and upon the following conditions, provided that the
Continuous Service (as defined below) of the Grantee continues through and on
the applicable Vesting Date or Dates.

     

    
      	
              Vesting Date

            	
              Number of

              Award LTIP Units Becoming
      Vested

            	
              Cumulative

              Percentage Vested

            
	
              Before
      March 31, 20__

            	
              0

            	
              0%

            
	
              March
      31, 20__

            	 
      	
              25%

            
	
              June
      30, 20__

            	 
      	
              50%

            
	
              September
      30, 20__

               

            	 
      	
              75%

            
	
              December
      31, 20__

            	 
      	
              100%

            


    

     

    (ii)           There
shall be no proportionate or partial vesting of Award LTIP Units in or during
the months, days or periods prior to each Vesting Date, and all vesting of Award
LTIP Units shall occur only on the applicable Vesting Date.  Upon the
termination or cessation of the Grantee’s Continuous Service, any portion of the
Award LTIP Units which is not yet then vested shall automatically and without
notice or payment of any consideration by the Company or the Partnership
terminate, be forfeited and be and become null and void and neither the Grantee
nor any of his successors, heirs, assigns, or personal representatives will
thereafter have any further rights or interests in the Award LTIP
Units.

     

    (iii)           Notwithstanding
any other term or provision of this Agreement, if the Grantee’s Continuous
Service is terminated without Cause by the Company or for Good Reason by the
Grantee, or if the principal class of securities for which the LTIP Award Units
may be exchanged are no longer publicly traded following a Change of Control,
then the unvested Award LTIP Units subject to this Agreement that have not been
previously forfeited shall immediately vest as of the date of such termination
without Cause or for Good Reason.  The vesting of the Award LTIP Units
subject to this Agreement shall not otherwise accelerate on a Sale Event except
as provided in this Agreement or with the consent of the Committee.

     

    (iv)           Notwithstanding
anything to the contrary in this Section 2, to the extent the Grantee is a party
to another agreement or arrangement with the Company that provides accelerated
vesting of the Award LTIP Units in the event of certain types of employment
terminations or any other applicable vesting-related events or provides more
favorable vesting provisions than provided for in this Agreement, the more
favorable vesting terms of such other agreement or arrangement shall
control.

     

    (v)           For
purposes of this Agreement, the following terms shall have the meanings
indicated:

     

    “Continuous
Service” means the continuous service to the Company and any Subsidiary,
without interruption or termination, in any capacity of employee, member of the
Board or, with the written permission of the Company,
consultant.  Continuous Service shall not be considered interrupted in
the case of (A) any approved leave of absence, (B) transfers among the Company
and any Subsidiary, or any successor, in any capacity of employee, member of the
Board or consultant, or (C) any change in status as long as the individual
remains in the service of the Company and any Subsidiary in any capacity of
employee, member of the Board or (if the Company specifically agrees in writing
that the Continuous Service is not uninterrupted) a consultant.  An
approved leave of absence shall include sick leave, military leave, or any other
authorized personal leave.

     

    “Non-Vested
LTIP Units” means any portion of the Award LTIP Units subject to this
Agreement that has not become vested pursuant to Section 2.

     

    “Vested
LTIP Units” means any portion of the Award LTIP Units subject to this
Agreement that is and has become vested pursuant to Section 2.

     

    3.           Distributions.  Distributions
on the Award LTIP Units shall be paid to the Grantee to the extent provided for
in the LP Agreement.  The Distribution Participation Date (as defined
in the LP Agreement) for the Award LTIP Units shall be the Grant Effective
Date.

     

    4.           Rights
with Respect to Award LTIP Units.  Without duplication with the
provisions of Section 3 of the Plan, if (i) the Company shall at any time be
involved in a merger, consolidation, dissolution, liquidation, reorganization,
exchange of shares, sale of all or substantially all of the assets or capital
stock of the Company or a transaction similar thereto, (ii) any stock dividend,
stock split, reverse stock split, stock combination, reclassification,
recapitalization, or other similar change in the capital structure of the
Company, or any distribution to holders of Common Stock other than ordinary cash
dividends, shall occur or (iii) any other event shall occur which in the
judgment of the Committee necessitates action by way of adjusting the terms of
the Agreement, then and in that event, the Committee shall take such action as
shall be necessary to maintain the Grantee’s rights hereunder so that they are
substantially proportionate to the rights existing under this Agreement prior to
such event, including, but not limited to, adjustments in the number of Award
LTIP Units then subject to this Agreement and substitution of other awards under
the Plan or otherwise.  The Grantee shall have the right to vote the
Award LTIP Units if and when voting is allowed under the LP Agreement,
regardless of whether vesting has occurred.

     

    5.           Incorporation
of Plan.  This Agreement is subject in all respects to the
terms, conditions, limitations and definitions contained in the
Plan.  In the event of any discrepancy or inconsistency between this
Agreement and the Plan, the terms and conditions of the Plan shall
control.

     

    6.           Restrictions
on Transfer.  None of the Award LTIP Units granted hereunder
shall be sold, assigned, transferred, pledged, hypothecated, given away or in
any other manner disposed of, encumbered, whether voluntarily or by operation of
law (each such action a “Transfer”),
or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a
period of two (2) years beginning on the Grant Effective Date other than in
connection with a Change of Control, or (iii) unless such Transfer is in
compliance with all applicable securities laws (including, without limitation,
the Securities Act of 1933, as amended (the “Securities
Act”)), and such Transfer is in accordance with the applicable terms and
conditions of the LP Agreement; provided that, upon
the approval of, and subject to the terms and conditions specified by, the
Committee, Non-Vested LTIP Units that have been held for a period of at least
two (2) years beginning on the Grant Effective Date specified above may be
Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate
Family Members”), (x) a trust or trusts for the exclusive benefit of the
Grantee and such Immediate Family Members, (y) a partnership in which the
Grantee and such Immediate Family Members are the only partners, or (z) one or
more entities in which the Grantee has a 10% or greater equity interest,
provided that the transferee agrees in writing with the Company and the
Partnership to be bound by all the terms and conditions of this Agreement and
that subsequent transfers of Non-Vested LTIP Units shall be prohibited except
those in accordance with this Section 6.  In connection with any
Transfer of Award LTIP Units granted hereunder, the Partnership may require the
Grantee to provide an opinion of counsel, satisfactory to the Partnership, that
such Transfer is in compliance with all federal and state securities laws
(including, without limitation, the Securities Act).  Any attempted
Transfer of Award LTIP Units granted hereunder not in accordance with the terms
and conditions of this Section 6 shall be
null and void, and the Partnership shall not reflect on its records any change
in record ownership of any Award LTIP Units as a result of any such Transfer,
shall otherwise refuse to recognize any such Transfer and shall not in any way
give effect to any such Transfer of any Award LTIP Units.   This
Agreement is personal to the Grantee, is non-assignable and is not transferable
in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution.

     

    7.           Legend.  The
records of the Partnership evidencing the Award LTIP Units shall bear an
appropriate legend, as determined by the Partnership in its sole discretion, to
the effect that such LTIP Units are subject to restrictions as set forth herein,
in the Plan and in the LP Agreement.

     

    8.           Tax
Matters; Section 83(b) Election.  The Grantee hereby agrees to
make an election to include in gross income in the year of transfer the Award
LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code
substantially in the form attached hereto as Exhibit A and to
supply the necessary information in accordance with the regulations promulgated
thereunder.

     

    9.           Withholding
and Taxes.  No later than the date as of which an amount first
becomes includible in the gross income of the Grantee for income tax purposes or
subject to the Federal Insurance Contributions Act withholding with respect to
the Award LTIP Units granted hereunder, the Grantee will pay to the Company or,
if appropriate, any of its Subsidiaries, or make arrangements satisfactory to
the Committee regarding the payment of, any United States federal, state or
local or foreign taxes of any kind required by law to be withheld with respect
to such amount.  The obligations of the Company under this Agreement
will be conditional on such payment or arrangements, and the Company and its
Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the Grantee.

     

    10.           Amendment,
Modification.  This Agreement may only be modified or amended
in a writing signed by the parties hereto, provided that the
Grantee acknowledges that the Plan may be amended or discontinued in accordance
with Section 16 thereof and that this Agreement may be amended or canceled by
the Committee, on behalf of the Company and the Partnership, for the purpose of
satisfying changes in law or for any other lawful purpose, so long as no such
action shall impair the Grantee’s rights under this Agreement without the
Grantee’s written consent.  No promises, assurances, commitments,
agreements, undertakings or representations, whether oral, written, electronic
or otherwise, and whether express or implied, with respect to the subject matter
hereof, have been made by the parties which are not set forth expressly in this
Agreement.

     

    11.           Complete
Agreement.  This Agreement (together with those agreements and
documents expressly referred to herein, for the purposes referred to herein)
embody the complete and entire agreement and understanding between the parties
with respect to the subject matter hereof, and supersede any and all prior
promises, assurances, commitments, agreements, undertakings or representations,
whether oral, written, electronic or otherwise, and whether express or implied,
which may relate to the subject matter hereof in any way.

     

    12.           Investment
Representation; Registration.  The Grantee hereby makes the
covenants, representations and warranties set forth on Exhibit B attached
hereto as of the Grant Effective Date and as of each Vesting
Date.  All of such covenants, warranties and representations shall
survive the execution and delivery of this Agreement by the
Grantee.  The Grantee shall immediately notify the Partnership upon
discovering that any of the representations or warranties set forth on Exhibit B was false
when made or have, as a result of changes in circumstances, become
false.  The Partnership will have no obligation to register under the
Securities Act any of the Award LTIP Units or any other securities issued
pursuant to this Agreement or upon conversion or exchange of the Award LTIP
Units into other limited partnership interests of the Partnership or shares of
capital stock of the Company.

     

    13.           No
Obligation to Continue Employment or Other Service
Relationship.  Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue to have
the Grantee provide services to it or to continue the Grantee in employment and
neither the Plan nor this Agreement shall interfere in any way with the right of
the Company or any Subsidiary to terminate its service relationship with the
Grantee or the employment of the Grantee at any time.

     

    14.           No Limit
on Other Compensation Arrangements.  Nothing contained in this
Agreement shall preclude the Company from adopting or continuing in effect other
or additional compensation plans, agreements or arrangements, and any such
plans, agreements and arrangements may be either generally applicable or
applicable only in specific cases or to specific persons.

     

    15.           Status of
Award LTIP Units under the Plan.  The Award LTIP Units are both
issued as equity securities of the Partnership and granted as “Other Stock-Based
Awards” under the Plan.  The Company will have the right at its
option, as set forth in the LP Agreement, to issue Stock in exchange for
partnership units into which Vested LTIP Units may have been converted pursuant
to the LP Agreement, subject to certain limitations set forth in the LP
Agreement, and such Stock, if issued, will be issued under the
Plan.  The Grantee acknowledges that the Grantee will have no right to
approve or disapprove such election by the Company.

     

    16.           Severability.  If
any term or provision of this Agreement is or becomes or is deemed to be
invalid, illegal or unenforceable in any jurisdiction or under any applicable
law, rule or regulation, then such provision shall be construed or deemed
amended to conform to applicable law (or if such provision cannot be so
construed or deemed amended without materially altering the purpose or intent of
this Agreement and the grant of Award LTIP Units hereunder, such provision shall
be stricken as to such jurisdiction and the remainder of this Agreement and the
award hereunder shall remain in full force and effect).

     

    17.           Section
409A. If any compensation provided by this Agreement may result in the
application of Section 409A of the Code, the Company shall, in consultation
with the Grantee, modify the Agreement in the least restrictive manner necessary
in order to, where applicable, (i) exclude such compensation from the
definition of “deferred compensation” within the meaning of such
Section 409A or (ii) comply with the provisions of Section 409A,
other applicable provision(s) of the Code and/or any rules, regulations or other
regulatory guidance issued under such statutory provisions and to make such
modifications, in each case, without any diminution in the value of the benefits
granted hereby to the Grantee.

     

    18.           Law
Governing.  This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of Maryland
(without reference to the conflict of laws rules or principles
thereof).

     

    19.           Headings.  Section,
paragraph and other headings and captions are provided solely as a convenience
to facilitate reference.  Such headings and captions shall not be
deemed in any way material or relevant to the construction, meaning or
interpretation of this Agreement or any term or provision hereof.

     

    20.           Notices.  Notices
hereunder shall be mailed or delivered to the Partnership at its principal place
of business and shall be mailed or delivered to the Grantee at the address on
file with the Partnership or, in either case, at such other address as one party
may subsequently furnish to the other party in writing.

     

    21.           Counterparts.  This
Agreement may be executed in two or more separate counterparts, each of which
shall be an original, and all of which together shall constitute one and the
same agreement.

     

    22.           Successors
and Assigns.  The rights and obligations created hereunder
shall be binding on the Grantee and his heirs and legal representatives and on
the successors and assigns of the Partnership.

     

     

    [Signature
Page Follows]

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    IN
WITNESS WHEREOF, the undersigned have caused this Award to be executed on the
_________ day of _________, 20_____.

     

    DOUGLAS
EMMETT, INC.

     

    By:                                                                           

       [Name]

       [Title]

     

    


     

    


     

    DOUGLAS
EMMETT PROPERTIES, LP

     

    By:  DOUGLAS
EMMETT MANAGEMENT, INC.

    Its:  General
Partner

     

    By:                                                                           

       [Name]

       [Title]

     

    


     

    The
Grantee

     

    


       Name

       Street
Address

       City,
State, Zip


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    ELECTION
TO INCLUDE IN GROSS INCOME IN YEAR OF

    TRANSFER
OF PROPERTY PURSUANT TO SECTION 83(b)

    OF
THE INTERNAL REVENUE CODE

     

    The
undersigned hereby makes an election pursuant to Section 83(b) of the Internal
Revenue Code with respect to the property described below and supplies the
following information in accordance with the regulations promulgated
thereunder:

     

    
      	
               
      

            	
              1.

            	
              The
      name, address and taxpayer identification number of the undersigned
      are:

            


    

     

    Name:                                                                                           (the
"Taxpayer")

     

    Address:                                                                                           

     

     
 

     

    Social
Security No./Taxpayer Identification
No.:                                                                                           

     

    
      	
               
      

            	
              2.

            	
              Description
      of property with respect to which the election is being
    made:

            


    

     

                 
LTIP Units in Douglas Emmett Properties LP (the “Partnership”).

     

    
      	
               
      

            	
              3.

            	
              The
      date on which the LTIP Units were transferred is
      [                  ].  The
      taxable year to which this election relates is calendar year
      20____.

            


    

     

    
      	
               
      

            	
              4.

            	
              Nature
      of restrictions to which the LTIP Units are
  subject:

            


    

     

    Subject
to acceleration in the event of certain extraordinary transactions, the
Taxpayer’s LTIP Units are subject to time-based vesting with one-fourth (1/4)
vesting on each of March 31, 20___, June 30, 20___, September 30, 20___, and
December 31, 20___, provided that the Taxpayer remains a director of Douglas
Emmett, Inc. (the "Company") through
such dates.

     

    
      	
               
      

            	
              (a)

            	
              With
      limited exceptions, until the LTIP Units vest, the Taxpayer may not
      transfer in any manner any portion of the LTIP Units without the consent
      of the Partnership.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Unvested
      LTIP Units are forfeited if the Taxpayer ceases to be a director of the
      Company.

            


    

     

    
      	
               
      

            	
              5.

            	
              The
      fair market value at time of transfer (determined without regard to any
      restrictions other than restrictions which by their terms will never
      lapse) of the LTIP Units with respect to which this election is being made
      was $0 per LTIP Unit pursuant to the liquidation value method of IRS
      Notice 2005-43.

            


    

     

    
      	
               
      

            	
              6.

            	
              The
      amount paid by the Taxpayer for the LTIP Units was $0 per LTIP
      Unit.

            


    

     

    
      	
               
      

            	
              7.

            	
              A
      copy of this statement has been furnished to the Partnership and to its
      general partner, Douglas Emmett Management,
Inc.

            


    

     

    Dated:  ____________
__,
20___                                                                           

     

    Print
Name


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    GRANTEE’S
COVENANTS, REPRESENTATIONS AND WARRANTIES

     

     

    The
Grantee hereby represents, warrants and covenants as follows:

     

    (a) The
Grantee has received and had an opportunity to review the following documents
(the “Background
Documents”):

     

    (i) The
Company’s Registration Statement on Form S-11 with respect to the Company’s
initial public offering;

     

    (ii) The
latest Annual Report to Stockholders that has been provided to stockholders
after the Company’s initial public offering, if available;

     

    (iii) The
Company’s Proxy Statement for its most recent Annual Meeting of Stockholders
following the Company’s initial public offering, if available;

     

    (iv) The
Company’s Report on Form 10-K for the fiscal year most recently ended following
the Company’s initial public offering, if available;

     

    (v) The
Company’s Form 10-Q for the most recently ended quarter if one has been filed by
the Company with the Securities and Exchange Commission since the filing of the
Form 10-K described in clause (iv) above or, if a Form 10-K has not been filed
by the Company, since the filing of the Form S-11 described in clause (i)
above;

     

    (vi) Each of
the Company’s Current Report(s) on Form 8-K, if any, filed since the later of
the end of the fiscal year most recently ended for which a Form 10-K has been
filed by the Company or the filing of the Form S-11 described in clause (i)
above;

     

    (vii) The
Agreement of Limited Partnership of Douglas Emmett  Properties,
LP;

     

    (viii) The
Company’s 2006 Omnibus Stock Incentive Plan; and

     

    (ix) The
Company’s Amended and Restated Certificate of Incorporation.

     

    The
Grantee also acknowledges that any delivery of the Background Documents and
other information relating to the Company and the Partnership prior to the
determination by the Partnership of the suitability of the Grantee as a holder
of Award LTIP Units shall not constitute an offer of Award LTIP Units until such
determination of suitability shall be made.

     

    (b) The
Grantee hereby represents and warrants that

     

    (i) The
Grantee either (A) is an “accredited investor” as defined in Rule 501(a) under
the Securities Act of 1933, as amended (the “Securities Act”), or
(B) by reason of the business and financial experience of the Grantee,
together with the business and financial experience of those persons, if any,
retained by the Grantee to represent or advise him or her with respect to the
grant to him or her of LTIP Units, the potential conversion of LTIP Units into
common units of the Partnership (“Common Units”) and
the potential redemption of such Common Units for shares of common stock in the
Company (“Shares”), has such
knowledge, sophistication and experience in financial and business matters and
in making investment decisions of this type that the Grantee (I) is capable of
evaluating the merits and risks of an investment in the Partnership and
potential investment in the Company and of making an informed investment
decision, (II) is capable of protecting his or her own interest or has engaged
representatives or advisors to assist him or her in protecting his or her its
interests, and (III) is capable of bearing the economic risk of such
investment.

     

    (ii) The
Grantee understands that (A) the Grantee is responsible for consulting his or
her own tax advisors with respect to the application of the U.S. federal income
tax laws, and the tax laws of any state, local or other taxing jurisdiction to
which the Grantee is or by reason of the award of LTIP Units may become subject,
to his or her particular situation; (B) the Grantee has not received or relied
upon business or tax advice from the Company, the Partnership or any of their
respective employees, agents, consultants or advisors, in their capacity as
such; (C) the Grantee provides or will provide services to the Partnership on a
regular basis and in such capacity has access to such information, and has such
experience of and involvement in the business and operations of the Partnership,
as the Grantee believes to be necessary and appropriate to make an informed
decision to accept this Award of LTIP Units; and (D) an investment in the
Partnership and/or the Company involves substantial risks.  The
Grantee has been given the opportunity to make a thorough investigation of
matters relevant to the LTIP Units and has been furnished with, and has reviewed
and understands, materials relating to the Partnership and the Company and their
respective activities (including, but not limited to, the Background
Documents).  The Grantee has been afforded the opportunity to obtain
any additional information (including any exhibits to the Background Documents)
deemed necessary by the Grantee to verify the accuracy of information conveyed
to the Grantee.  The Grantee confirms that all documents, records, and
books pertaining to his or her receipt of LTIP Units which were requested by the
Grantee have been made available or delivered to the Grantee.  The
Grantee has had an opportunity to ask questions of and receive answers from the
Partnership and the Company, or from a person or persons acting on their behalf,
concerning the terms and conditions of the LTIP Units.  The Grantee has relied upon, and is
making its decision solely upon, the Background Documents and other written
information provided to the Grantee by the Partnership or the Company. The Grantee
did not receive any tax, legal or financial advice from the Partnership or the
Company and, to the extent it deemed necessary, has consulted with its own
advisors in connection with its evaluation of the Background Documents and this
Agreement and the Grantee’s receipt of LTIP Units.

     

    (iii) The LTIP
Units to be issued, the Common Units issuable upon conversion of the LTIP Units
and any Shares issued in connection with the redemption of any such Common Units
will be acquired for the account of the Grantee for investment only and not with
a current view to, or with any intention of, a distribution or resale thereof,
in whole or in part, or the grant of any participation therein, without
prejudice, however, to the Grantee’s right (subject to the terms of the LTIP
Units, the Plan and this Agreement) at all times to sell or otherwise dispose of
all or any part of his or her LTIP Units, Common Units or Shares in compliance
with the Securities Act, and applicable state securities laws, and subject,
nevertheless, to the disposition of his or her assets being at all times within
his or her control.

     

    (iv) The
Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the
Common Units issuable upon conversion of the LTIP Units, have been registered
under the Securities Act or state securities laws by reason of a specific
exemption or exemptions from registration under the Securities Act and
applicable state securities laws and, if such LTIP Units or Common Units are
represented by certificates, such certificates will bear a legend to such
effect, (B) the reliance by the Partnership and the Company on such
exemptions is predicated in part on the accuracy and completeness of the
representations and warranties of the Grantee contained herein, (C) such LTIP
Units, or Common Units, therefore, cannot be resold unless registered under the
Securities Act and applicable state securities laws, or unless an exemption from
registration is available, (D) there is no public market for such LTIP Units and
Common Units and (E) neither the Partnership nor the Company has any obligation
or intention to register such LTIP Units or the Common Units issuable upon
conversion of the LTIP Units under the Securities Act or any state securities
laws or to take any action that would make available any exemption from the
registration requirements of such laws, except, that, upon the redemption of the
Common Units for Shares, the Company currently intends to issue such Shares
under the Plan and pursuant to a Registration Statement on Form S-8 under the
Securities Act, to the extent that (I) the Grantee is eligible to receive such
Shares under the Plan at the time of such issuance and (II) the Company has
filed an effective Form S-8 Registration Statement with the Securities and
Exchange Commission registering the issuance of such Shares.  The
Grantee hereby acknowledges that because of the restrictions on transfer or
assignment of such LTIP Units acquired hereby and the Common Units issuable upon
conversion of the LTIP Units which are set forth in the Partnership Agreement
and this Agreement, the Grantee may have to bear the economic risk of his or her
ownership of the LTIP Units acquired hereby and the Common Units issuable upon
conversion of the LTIP Units for an indefinite period of time.

     

    (v) The
Grantee has determined that the LTIP Units are a suitable investment for the
Grantee.

     

    (vi) No
representations or warranties have been made to the Grantee by the Partnership
or the Company, or any officer, director, shareholder, agent, or affiliate of
any of them, and the Grantee has received no information relating to an
investment in the Partnership or the LTIP Units except the information specified
in this Paragraph (b).

     

    (c) So long
as the Grantee holds any LTIP Units, the Grantee shall disclose to the
Partnership in writing such information as may be reasonably requested with
respect to ownership of LTIP Units as the Partnership may deem reasonably
necessary to ascertain and to establish compliance with provisions of the
Internal Revenue Code of 1986, as amended (the “Code”), applicable to
the Partnership or to comply with requirements of any other appropriate taxing
authority.

     

    (d) The
Grantee hereby agrees to make an election under Section 83(b) of the Code
with respect to the LTIP Units awarded hereunder, and has delivered with this
Agreement a completed, executed copy of the election form attached to this
Agreement as Exhibit A.  The
Grantee agrees to file the election (or to permit the Partnership to file such
election on the Grantee’s behalf) within thirty (30) days after the Award
of the LTIP Units hereunder with the IRS Service Center at which such Grantee
files his or her personal income tax returns, and to file a copy of such
election with the Grantee’s U.S. federal income tax return for the taxable year
in which the LTIP Units are awarded to the Grantee.

     

    (e) The
address set forth on the signature page of this Agreement is the address of the
Grantee’s principal residence, and the Grantee has no present intention of
becoming a resident of any country, state or jurisdiction other than the country
and state in which such residence is sited.

     

    (f) The
representations of the Grantee as set forth above are true and complete to the
best of the information and belief of the Grantee, and the Partnership shall be
notified promptly of any changes in the foregoing representations.