SERVICE AGREEMENT, FOR THE PERFORMANCE PERIOD.
THE VALUE OF SUCH VESTED 2010
LTIP UNITS FOR PURPOSES OF DETERMINING SUCH BONUS AMOUNT SHALL BE CALCULATED BY
MULTIPLYING THE SHARE PRICE AS OF END OF THE PERFORMANCE PERIOD BY THE SUM OF
(I) THE NUMBER OF AWARD 2010 LTIP UNITS THAT VESTED ON SUCH DATE AND (II) THE
NUMBER OF AWARD 2010-2 LTIP UNITS, IF ANY, GRANTED PURSUANT TO
SECTION 3(B) HEREOF.
(F)
TO THE EXTENT THAT SCHEDULE A PROVIDES
FOR AMOUNTS OR SCHEDULES OF VESTING THAT CONFLICT WITH THE PROVISIONS OF THIS
SECTION 5, THE PROVISIONS OF SCHEDULE A WILL BE CONTROLLING AND DETERMINATIVE.
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6.
PAYMENTS BY AWARD RECIPIENTS.
NO AMOUNT SHALL BE PAYABLE TO THE COMPANY OR THE
PARTNERSHIP BY THE GRANTEE AT ANY TIME IN RESPECT OF THIS AWARD.
7.
DISTRIBUTIONS.
DISTRIBUTIONS ON 2010 LTIP UNITS WILL BE PAID IN ACCORDANCE
WITH THE PARTNERSHIP AGREEMENT AS MODIFIED HEREBY AS FOLLOWS:
(A)
THE LTIP UNIT DISTRIBUTION PARTICIPATION
DATE (AS DEFINED IN THE PARTNERSHIP AGREEMENT) WITH RESPECT TO THOSE 2010 LTIP
UNITS THAT HAVE BEEN EARNED AND HAVE BECOME VESTED IN ACCORDANCE WITH SECTIONS 4
OR 5 HEREOF SHALL BE, WITH RESPECT TO BOTH AWARD 2010 LTIP UNITS AND AWARD
2010-2 LTIP UNITS, THE EFFECTIVE DATE OF VESTING OF AWARD 2010 LTIP UNITS.
VESTED 2010 LTIP UNITS SHALL BE ENTITLED TO RECEIVE THE FULL DISTRIBUTION
PAYABLE ON UNITS OUTSTANDING AS OF THE RECORD DATE NEXT FOLLOWING THE
APPLICABLE DATE SET FORTH IN THE PRECEDING SENTENCE, WHETHER OR NOT THEY WILL
HAVE BEEN OUTSTANDING FOR THE WHOLE PERIOD.
(B)
PRIOR TO THE LTIP UNIT DISTRIBUTION
PARTICIPATION DATE PROVIDED IN SECTION 7(A) ABOVE, AWARD 2010 LTIP UNITS SHALL
BE ENTITLED TO RECEIVE 10% OF REGULAR PERIODIC DISTRIBUTIONS PAYABLE TO HOLDERS
OF UNITS ("CURRENT DISTRIBUTIONS") AND 0% OF SPECIAL, EXTRAORDINARY OR OTHER
DISTRIBUTIONS MADE NOT IN THE ORDINARY COURSE.
(C )
AN AMOUNT EQUAL TO THE DISTRIBUTIONS
(REGULAR, SPECIAL, EXTRAORDINARY OR OTHERWISE) OTHER THAN CURRENT DISTRIBUTIONS
("CONTINGENT DISTRIBUTIONS") PAID WITH RESPECT TO A UNIT BETWEEN THE DATE OF
GRANT OF THE AWARD 2010 LTIP UNITS AND THE LTIP UNIT DISTRIBUTION PARTICIPATION
DATE PROVIDED IN SECTION 7(A) ABOVE MULTIPLIED BY THE NUMBER OF AWARD 2010 LTIP
UNITS SHALL BE CREDITED TO A NOTIONAL (UNFUNDED) ACCOUNT FOR THE BENEFIT OF THE
GRANTEE ON THE BOOKS AND RECORDS OF THE PARTNERSHIP SUBJECT TO VESTING.
AS
PROMPTLY AS PRACTICABLE AFTER THE LTIP UNIT DISTRIBUTION PARTICIPATION DATE, AN
AMOUNT EQUAL TO THE CONTINGENT
DISTRIBUTIONS THAT WOULD HAVE BEEN PAID WITH
RESPECT TO THE AWARD 2010 LTIP UNITS THAT HAVE BECOME VESTED (EXCLUDING ANY
AWARD 2010-2 LTIP UNITS) SHALL BE PAID TO THE GRANTEE.
ANY PORTION OF THE
NOTIONAL ACCOUNT THAT IS NOT DUE THE GRANTEE SHALL BE FORFEITED AND REVERT TO
THE PARTNERSHIP FREE AND CLEAR OF ANY CLAIMS BY THE GRANTEE.
(D)
CURRENT DISTRIBUTIONS PAID PRIOR TO THE LTIP
UNIT DISTRIBUTION PARTICIPATION DATE WILL BE SUBJECT TO A FULL CLAW BACK TO THE
EXTENT THAT AWARD 2010 LTIP UNITS DO NOT VEST AT THE END OF