DELAYED UNTIL THE EXPIRATION OF SUCH SIX-MONTH PERIOD.
(F)
IN THE EVENT OF A TERMINATION OF THE
GRANTEE'S EMPLOYMENT OTHER THAN A QUALIFIED TERMINATION OR A TERMINATION THAT IS
RELATED TO A CHANGE OF CONTROL, ALL AWARD LTIP UNITS AND EARNED LTIP UNITS THAT
HAVE NOT THERETOFORE BECOME VESTED LTIP UNITS SHALL, WITHOUT PAYMENT OF ANY
CONSIDERATION BY THE PARTNERSHIP OTHER THAN AS PROVIDED IN THE LAST SENTENCE OF
SECTION 5, AUTOMATICALLY AND WITHOUT NOTICE TERMINATE, 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 AWARD LTIP UNITS OR EARNED LTIP UNITS, PROVIDED,
HOWEVER, IN THE EVENT THE TERMINATION OF GRANTEE'S EMPLOYMENT IS DUE TO
GRANTEE'S RETIREMENT AFTER AGE 55, THE COMMITTEE MAY DETERMINE, IN ITS SOLE
DISCRETION, THAT ALL OR ANY PORTION OF THE AWARD LTIP UNITS OR THE EARNED LTIP
UNITS SHALL BECOME VESTED LTIP UNITS, TOGETHER WITH THE TERMS AND CONDITIONS
UPON WHICH ANY SUCH AWARD LTIP UNITS OR EARNED LTIP UNITS SHALL BECOME VESTED
LTIP UNITS.
5.
PAYMENTS BY AWARD RECIPIENTS. THE
GRANTEE SHALL HAVE NO RIGHTS WITH RESPECT TO THIS AGREEMENT (AND THE AWARD
EVIDENCED HEREBY) UNLESS HE OR SHE SHALL HAVE ACCEPTED THIS AGREEMENT PRIOR TO
THE CLOSE OF BUSINESS ON THE DATE DESCRIBED IN SECTION 3(A) BY (A) MAKING A
CONTRIBUTION TO THE CAPITAL OF THE PARTNERSHIP BY CERTIFIED OR BANK CHECK OR
OTHER INSTRUMENT ACCEPTABLE TO THE COMMITTEE (AS DEFINED IN THE PLAN), OF $0.25
(THE "PER UNIT PURCHASE
PRICE"), MULTIPLIED BY THE NUMBER OF AWARD LTIP UNITS,
(B) SIGNING AND DELIVERING TO THE PARTNERSHIP A COPY OF THIS AGREEMENT AND
(C) UNLESS THE GRANTEE IS ALREADY A LIMITED PARTNER (AS DEFINED IN
8
THE PARTNERSHIP AGREEMENT), SIGNING, AS A LIMITED PARTNER, AND DELIVERING TO THE
PARTNERSHIP A COUNTERPART SIGNATURE PAGE TO THE PARTNERSHIP AGREEMENT (ATTACHED
AS EXHIBIT B). THE PER UNIT PURCHASE PRICE PAID BY THE GRANTEE SHALL BE DEEMED A
CONTRIBUTION TO THE CAPITAL OF THE PARTNERSHIP UPON THE TERMS AND CONDITIONS SET
FORTH HEREIN AND IN THE PARTNERSHIP AGREEMENT. UPON ACCEPTANCE OF THIS AGREEMENT
BY THE GRANTEE, THE PARTNERSHIP AGREEMENT SHALL BE AMENDED TO REFLECT THE
ISSUANCE TO THE GRANTEE OF THE LTIP UNITS SO ACCEPTED. THEREUPON, THE GRANTEE
SHALL HAVE ALL THE RIGHTS OF A LIMITED PARTNER OF THE PARTNERSHIP WITH RESPECT
TO THE NUMBER OF AWARD LTIP UNITS, AS SET FORTH IN THE DESIGNATION AND THE
PARTNERSHIP AGREEMENT, SUBJECT, HOWEVER, TO THE RESTRICTIONS AND CONDITIONS
SPECIFIED HEREIN. AWARD LTIP UNITS CONSTITUTE AND SHALL BE TREATED FOR ALL
PURPOSES AS THE PROPERTY OF THE GRANTEE, SUBJECT TO THE TERMS OF THIS AGREEMENT
AND THE PARTNERSHIP AGREEMENT. IN THE EVENT OF THE FORFEITURE OF THE GRANTEE'S
AWARD LTIP UNITS PURSUANT TO THIS AGREEMENT, THE PARTNERSHIP WILL PAY THE
GRANTEE AN AMOUNT EQUAL TO THE NUMBER OF AWARD LTIP UNITS SO FORFEITED
MULTIPLIED BY THE LESSER OF THE PER UNIT PURCHASE PRICE OR