PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM.
(G)
SECTION 83(B) ELECTION.
THE GRANTEE HEREBY
AGREES TO MAKE AN ELECTION TO INCLUDE THE AWARD LTIP UNITS IN GROSS INCOME IN
THE YEAR IN WHICH THE AWARD LTIP UNITS ARE ISSUED PURSUANT TO SECTION 83(B) OF
THE CODE SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT C AND TO SUPPLY THE
NECESSARY INFORMATION IN ACCORDANCE WITH THE REGULATIONS PROMULGATED THEREUNDER.
THE GRANTEE AGREES TO FILE SUCH ELECTION (OR TO PERMIT THE PARTNERSHIP TO FILE
SUCH ELECTION ON THE GRANTEE'S BEHALF) WITHIN THIRTY (30) DAYS AFTER THE AWARD
DATE WITH THE IRS SERVICE CENTER WHERE THE 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 AWARD LTIP
UNITS ARE ISSUED TO THE GRANTEE. SO LONG AS THE GRANTEE HOLDS ANY AWARD 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 CODE APPLICABLE TO THE PARTNERSHIP OR TO
COMPLY WITH REQUIREMENTS OF ANY OTHER APPROPRIATE TAXING AUTHORITY.
(H)
TAX CONSEQUENCES.
THE GRANTEE ACKNOWLEDGES
THAT (I) NEITHER THE COMPANY NOR THE PARTNERSHIP HAS MADE ANY REPRESENTATIONS OR
GIVEN ANY ADVICE WITH RESPECT TO THE TAX CONSEQUENCES OF ACQUIRING, HOLDING,
SELLING OR CONVERTING LTIP UNITS OR MAKING ANY TAX ELECTION (INCLUDING THE
ELECTION PURSUANT TO SECTION 83(B) OF THE CODE) WITH RESPECT TO THE LTIP UNITS
AND (II) THE GRANTEE IS RELYING UPON THE ADVICE OF HIS OR HER OWN TAX ADVISOR IN
DETERMINING SUCH TAX CONSEQUENCES.
(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 NOT HELD SO
INVALID, AND THE REST OF SUCH PROVISION, TOGETHER WITH ALL OTHER PROVISIONS OF
THIS AGREEMENT, SHALL TO THE FULL EXTENT CONSISTENT WITH LAW CONTINUE IN FULL
FORCE AND EFFECT.
(J)
GOVERNING LAW.
THIS AGREEMENT IS MADE
UNDER, AND WILL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS OF SUCH
STATE.
(K)
NO OBLIGATION TO CONTINUE POSITION AS AN
EMPLOYEE, CONSULTANT OR ADVISOR.
NEITHER THE COMPANY NOR ANY AFFILIATE IS
OBLIGATED BY OR AS A RESULT OF THIS AGREEMENT TO CONTINUE TO HAVE THE GRANTEE AS
AN EMPLOYEE, CONSULTANT OR ADVISOR AND
12
THIS AGREEMENT SHALL NOT INTERFERE IN ANY WAY WITH THE RIGHT OF THE COMPANY OR
ANY AFFILIATE TO TERMINATE THE GRANTEE'S EMPLOYMENT AT ANY TIME.
(L)
NOTICES.
ANY NOTICE TO BE GIVEN TO