Grantee executing and delivering such documents, comparable to
the documents executed and delivered in connection with this Agreement, as the
Company and/or the Partnership may reasonably request in order to comply with
all applicable legal requirements, including, without limitation, federal and
state securities laws.
(D)
IF ANY OF THE AWARD OPP UNITS HAVE BEEN EARNED BASED ON
PERFORMANCE AS PROVIDED IN SECTION 3(B), SUBJECT TO SECTION 4 HEREOF, THE FINAL
OPP UNIT EQUIVALENT SHALL
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become vested in the following amounts and at the following times, provided that
the Continuous Service of the Grantee continues through and on the applicable
vesting date or the accelerated vesting date provided in Section 4 hereof, as
applicable:
(I)
THIRTY-THREE AND ONE-THIRD PERCENT (33.33%) OF THE FINAL OPP
UNIT EQUIVALENT SHALL BECOME VESTED ON JANUARY 10, 2017;
(II)
THIRTY-THREE AND ONE-THIRD PERCENT (33.33%) OF THE FINAL OPP
UNIT EQUIVALENT SHALL BECOME VESTED ON JANUARY 10, 2018; AND
(III)
THIRTY-THREE AND ONE-THIRD PERCENT (33.33%) OF THE FINAL OPP
UNIT EQUIVALENT SHALL BECOME VESTED ON JANUARY 10, 2019.
To the extent that Schedule A provides for amounts or schedules of vesting that
conflict with the provisions of this Section 3(d), the provisions of Schedule A
will govern.
(E)
ANY AWARD OPP UNITS THAT DO NOT BECOME VESTED PURSUANT TO
THIS SECTION 3 OR SECTION 4 HEREOF SHALL, WITHOUT PAYMENT OF ANY CONSIDERATION
BY THE PARTNERSHIP, AUTOMATICALLY AND WITHOUT NOTICE BE FORFEITED AND BE AND
BECOME NULL AND VOID, AND NEITHER THE GRANTEE NOR ANY OF HIS OR HER SUCCESSORS,
HEIRS, ASSIGNS, OR PERSONAL REPRESENTATIVES WILL THEREAFTER HAVE ANY FURTHER
RIGHTS OR INTERESTS IN SUCH UNVESTED AWARD OPP UNITS.
(F)
UPON THE OCCURRENCE OF (I) A CHANGE IN CONTROL, AND (II) THE
TERMINATION OF EMPLOYMENT OF THE GRANTEE WITH THE COMPANY OR ITS AFFILIATES
WITHIN 24 MONTHS OF SUCH CHANGE IN CONTROL (A) BY THE COMPANY (OR ITS SUCCESSOR)
WITHOUT CAUSE OR (B) BY THE GRANTEE WITH GOOD REASON, THEN ANY AWARD OPP UNITS
THAT HAVE NOT BEEN PREVIOUSLY FORFEITED (AFTER GIVING EFFECT TO ANY FORFEITURE
OF AWARD OPP UNITS PURSUANT TO THE CALCULATIONS SET FORTH IN THIS SECTION 3
OCCURRING IN CONNECTION WITH SUCH CHANGE IN CONTROL) SHALL VEST IMMEDIATELY.
(G)
IN THE EVENT OF A CHANGE IN CONTROL, THE COMMITTEE WILL MAKE
ANY DETERMINATIONS AND CERTIFICATIONS REQUIRED BY THIS AGREEMENT AND ANY
PROVISIONS NECESSARY WITH RESPECT TO THE LAPSE OF FORFEITURE RESTRICTIONS AND/OR
ACCELERATION OF VESTING OF THIS AWARD WITHIN A PERIOD OF TIME THAT ENABLES (I)
THE GRANTEE TO EXERCISE ELECTION, VOTING OR OTHER RIGHTS IN CONNECTION WITH SUCH
CHANGE IN CONTROL ON THE SAME BASIS AS A CLASS A UNIT HOLDER AND (II) THE
COMPANY TO TAKE ANY ACTION OR MAKE ANY DELIVERIES OR PAYMENTS IT IS OBLIGATED TO
MAKE HEREUNDER OR UNDER THE PARTNERSHIP AGREEMENT NOT LATER THAN THE DATE OF
CONSUMMATION OF THE CHANGE IN CONTROL.
FOR AVOIDANCE OF DOUBT, IN THE EVENT OF
A CHANGE IN CONTROL, THE PERFORMANCE OF ALL CALCULATIONS AND ACTIONS PURSUANT TO
SECTION 3(B) HEREOF