FORTH IN THE PARTNERSHIP AGREEMENT, AND SUCH
SHARES OF COMMON STOCK, IF ISSUED, WILL BE ISSUED UNDER THE STOCK PLAN.
THE
GRANTEE MUST BE ELIGIBLE TO RECEIVE THE 2010 LTIP UNITS IN COMPLIANCE WITH
APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND TO THAT EFFECT IS REQUIRED TO
COMPLETE, EXECUTE AND DELIVER CERTAIN COVENANTS, REPRESENTATIONS AND WARRANTIES
(ATTACHED AS EXHIBIT B).
THE GRANTEE ACKNOWLEDGES THAT THE GRANTEE WILL HAVE NO
RIGHT TO APPROVE OR DISAPPROVE SUCH DETERMINATION BY THE COMMITTEE.
(E)
LEGEND.
THE RECORDS OF THE PARTNERSHIP
EVIDENCING THE 2010 LTIP UNITS SHALL BEAR AN APPROPRIATE LEGEND, AS DETERMINED
BY THE PARTNERSHIP IN ITS SOLE DISCRETION, TO THE EFFECT THAT SUCH 2010 LTIP
UNITS ARE SUBJECT TO RESTRICTIONS AS SET FORTH HEREIN, IN THE STOCK PLAN AND IN
THE PARTNERSHIP AGREEMENT.
(F)
COMPLIANCE WITH SECURITIES LAWS.
THE
PARTNERSHIP AND THE GRANTEE WILL MAKE REASONABLE EFFORTS TO COMPLY WITH ALL
APPLICABLE SECURITIES LAWS.
IN ADDITION, NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT TO THE CONTRARY, NO 2010 LTIP UNITS WILL BECOME VESTED OR BE ISSUED AT
A TIME THAT SUCH VESTING OR ISSUANCE WOULD RESULT IN A VIOLATION OF ANY SUCH
LAWS.
(G)
INVESTMENT REPRESENTATIONS; REGISTRATION.
THE GRANTEE HEREBY MAKES THE COVENANTS, REPRESENTATIONS AND WARRANTIES AND SET
FORTH ON EXHIBIT B ATTACHED HERETO.
ALL OF SUCH COVENANTS, WARRANTIES AND
REPRESENTATIONS SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY
THE GRANTEE.
THE PARTNERSHIP WILL HAVE NO OBLIGATION TO REGISTER UNDER THE
SECURITIES ACT ANY 2010 LTIP UNITS OR ANY OTHER SECURITIES ISSUED PURSUANT TO
THIS AGREEMENT OR UPON CONVERSION OR EXCHANGE OF 2010 LTIP UNITS.
THE GRANTEE
AGREES THAT ANY RESALE OF THE SHARES OF COMMON STOCK RECEIVED UPON THE EXCHANGE
OF UNITS INTO WHICH 2010 LTIP UNITS MAY BE CONVERTED SHALL NOT OCCUR DURING THE
"BLACKOUT PERIODS" FORBIDDING SALES OF COMPANY SECURITIES, AS SET FORTH IN THE
THEN APPLICABLE COMPANY EMPLOYEE MANUAL OR INSIDER TRADING POLICY.
IN ADDITION,
ANY RESALE SHALL BE MADE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR AN APPLICABLE EXEMPTION THEREFROM, INCLUDING, WITHOUT
LIMITATION, THE EXEMPTION PROVIDED BY RULE 144 PROMULGATED THEREUNDER (OR ANY
SUCCESSOR RULE).
(H)
SECTION 83(B) ELECTION.
IN CONNECTION WITH
EACH SEPARATE ISSUANCE OF 2010 LTIP UNITS UNDER THIS AWARD PURSUANT TO SECTION 3
HEREOF THE GRANTEE HEREBY AGREES TO MAKE AN ELECTION TO INCLUDE IN GROSS INCOME
IN THE YEAR OF TRANSFER THE APPLICABLE 2010 LTIP UNITS PURSUANT TO
SECTION 83(B) OF THE CODE SUBSTANTIALLY IN THE
15
FORM ATTACHED HERETO AS EXHIBIT C AND TO SUPPLY THE NECESSARY INFORMATION IN
ACCORDANCE WITH THE REGULATIONS PROMULGATED THEREUNDER.
(I)
SEVERABILITY.
IF, FOR ANY REASON, ANY
PROVISION OF THIS AGREEMENT IS HELD INVALID, SUCH INVALIDITY SHALL NOT AFFECT
ANY OTHER PROVISION OF THIS AGREEMENT NOT SO HELD INVALID, AND EACH SUCH OTHER
PROVISION SHALL TO THE FULL EXTENT CONSISTENT WITH LAW CONTINUE IN FULL FORCE
AND EFFECT.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD INVALID IN PART,
SUCH INVALIDITY SHALL IN NO WAY AFFECT THE REST OF SUCH PROVISION