UNITS.
(C)
DISTRIBUTION EQUIVALENTS.
UNLESS OTHERWISE DETERMINED BY THE
BOARD, RESTRICTED SHARE UNITS SHALL BE CREDITED WITH DISTRIBUTION EQUIVALENTS AT
SUCH TIME AS DISTRIBUTIONS, WHETHER IN THE FORM OF CASH, SHARES OR OTHER
PROPERTY, ARE PAID WITH RESPECT TO THE SHARES. UNLESS OTHERWISE DETERMINED BY
THE BOARD,
8
ANY SUCH DISTRIBUTION EQUIVALENTS SHALL BE PAID ON THE DISTRIBUTION PAYMENT DATE
TO THE PARTICIPANT AS THOUGH EACH RESTRICTED SHARE UNIT HELD BY SUCH PARTICIPANT
WERE AN OUTSTANDING SHARE.
(IV)
LTIP UNITS.
THE BOARD IS AUTHORIZED TO GRANT LTIP UNITS TO
PARTICIPANTS, SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
(A)
AWARD AND RESTRICTIONS.
DELIVERY OF OP UNITS, SHARES, CASH OR
OTHER PROPERTY, AND THE RIGHT TO CONVERT VESTED UNITS TO SHARES, AS DETERMINED
BY THE BOARD, WILL OCCUR UPON EXPIRATION OF THE PERIOD SPECIFIED FOR LTIP UNITS
BY THE BOARD DURING WHICH FORFEITURE CONDITIONS APPLY, OR SUCH LATER DATE AS THE
BOARD SHALL DETERMINE. THE BOARD MAY PLACE RESTRICTIONS ON LTIP UNITS THAT SHALL
LAPSE, IN WHOLE OR IN PART, ONLY UPON THE ATTAINMENT OF ONE OR MORE PERFORMANCE
GOALS.
(B)
FORFEITURE.
SUBJECT TO SECTION 8, UPON TERMINATION OF SERVICE TO
THE TRUST PRIOR TO THE VESTING OF AN LTIP UNIT, OR UPON FAILURE TO SATISFY ANY
OTHER CONDITIONS PRECEDENT TO THE DELIVERY OF OP UNITS, SHARES OR CASH TO WHICH
SUCH LTIP UNITS RELATE, ALL LTIP UNITS AND ANY ACCRUED BUT UNPAID DISTRIBUTIONS
OR ALLOCATIONS THAT ARE THEN SUBJECT TO RESTRICTION SHALL BE FORFEITED; PROVIDED
THAT THE BOARD MAY PROVIDE, BY RULE OR REGULATION OR IN ANY AWARD AGREEMENT, OR
MAY DETERMINE IN ANY INDIVIDUAL CASE, THAT RESTRICTIONS OR FORFEITURE CONDITIONS
RELATING TO LTIP UNITS WILL BE WAIVED IN WHOLE OR IN PART IN THE EVENT OF
TERMINATION RESULTING FROM SPECIFIED CAUSES, AND THE BOARD MAY IN OTHER CASES
WAIVE IN WHOLE OR IN PART THE FORFEITURE OF LTIP UNITS.
(C)
CERTIFICATES FOR LTIP UNITS.
LTIP UNITS GRANTED UNDER THE PLAN
MAY BE EVIDENCED IN SUCH MANNER AS THE BOARD SHALL DETERMINE. IF CERTIFICATES
REPRESENTING LTIP UNITS ARE REGISTERED IN THE NAME OF THE PARTICIPANT, SUCH
CERTIFICATES SHALL BEAR AN APPROPRIATE LEGEND REFERRING TO THE TERMS, CONDITIONS
AND RESTRICTIONS APPLICABLE TO SUCH LTIP UNITS, AND THE TRUST SHALL RETAIN
PHYSICAL POSSESSION OF THE CERTIFICATE.
(D)
DISTRIBUTIONS.
UNLESS OTHERWISE DETERMINED BY THE BOARD,
DISTRIBUTIONS AND ALLOCATIONS WITH RESPECT TO LTIP UNITS SHALL BE PAID OR MADE
AT THE DISTRIBUTION OR ALLOCATION PAYMENT DATE, AS APPLICABLE, PROVIDED THAT
SUCH PAYMENTS OR ALLOCATIONS MAY BE HELD BY THE TRUST UNTIL SUCH DATE AS
DETERMINED BY THE BOARD, AND IN ANY EVENT SHALL BE PAYABLE IN CASH OR REINVESTED
BY THE TRUST IN SHARES PURCHASED FROM THE TRUST FOR THE FAIR MARKET VALUE OF
SUCH SHARES ON THE PAYMENT DATE OF SUCH DISTRIBUTION OR ALLOCATION. UNLESS
OTHERWISE DETERMINED BY THE BOARD, SHARES AND/OR OP UNITS DISTRIBUTED IN
CONNECTION WITH A SHARE SPLIT OR SHARE DISTRIBUTION, AND OTHER PROPERTY
DISTRIBUTED AS A DISTRIBUTION, SHALL BE SUBJECT TO RESTRICTIONS AND A RISK OF
FORFEITURE TO THE