but less than the 40th percentile
50% of the Award 2010 LTIP Units
Less than the 30th percentile
0% of the Award 2010 LTIP Units
The percentile rank above shall be calculated using the following formula:
Percentile
Rank =
(100% - X) + Y
2
8
Where:
X =
the number of Peer REITs with a Peer REIT Total Return
greater than the Company's Total Return during the Performance Period as a
percentage of the total number of Peer REITs plus the Company.
Y =
the number of Peer REITs with a Peer REIT Total Return less
than the Company's Total Return during the Performance Period as a percentage of
the total number of Peer REITs plus the Company.
VESTING OF THE GRANTEE'S AWARD 2010 LTIP UNITS SHALL OCCUR AS OF THE LAST DAY OF
THE PERFORMANCE PERIOD REGARDLESS OF WHEN THE COMMITTEE COMPLETES ITS
DETERMINATION OF PERCENTILE RANK OR ANY OTHER CALCULATIONS OR ASSESSMENTS
RELATED TO ITS DETERMINATION OF THE VESTING PERCENTAGE.
IF, AS A RESULT OF
PERFORMANCE ABOVE THE 60TH PERCENTILE, THE PERCENTAGE OF THE GRANTEE'S AWARD
2010 LTIP UNITS THAT WILL BECOME VESTED AS OF THE END OF THE PERFORMANCE PERIOD
EXCEEDS 100%, AWARD 2010-2 LTIP UNITS GRANTED PURSUANT TO SECTION 3(B) HEREOF
SHALL BE IMMEDIATELY VESTED WHEN GRANTED.
(B)
NOTWITHSTANDING THE FOREGOING, IF FOR THE
PERFORMANCE PERIOD THE COMPANY'S TOTAL RETURN ON AN ABSOLUTE BASIS IS LESS THAN
6%, THEN THE COMMITTEE MAY IN ITS SOLE AND ABSOLUTE DISCRETION MAKE EQUITABLE
ADJUSTMENTS TO THE VESTING CRITERIA FOR THE AWARD 2010 LTIP UNITS SET FORTH IN
SECTION 4(A) REGARDLESS OF THE PERCENTILE RANK OF THE COMPANY'S TOTAL RETURN
RELATIVE TO THE PEER REIT TOTAL RETURN OF THE PEER REITS.
IN ADDITION, THE
COMMITTEE MAY, UPON CONSIDERATION OF THE STATISTICAL DISTRIBUTION OF THE PEER
REITS WITHIN THE FULL RANGE OF PEER REIT TOTAL RETURN FOR THE PERFORMANCE
PERIOD, EXERCISE ITS REASONABLE DISCRETION TO ALLOW FOR VESTING OF AWARD 2010
LTIP UNITS UNDER SECTION 4(A) ON A BASIS OTHER THAN A STRICT MATHEMATICAL
CALCULATION OF PERCENTILE RANK.
BY WAY OF ILLUSTRATION, IF FOR A GIVEN PERIOD
THE PEER REIT TOTAL RETURN OF A NUMBER OF PEER REITS IS CLUSTERED WITHIN A
NARROW RANGE SUCH THAT THE EFFECT OF THE PRECISE CALCULATION OF PERCENTILES IS
THAT VESTING WOULD NOT OCCUR OR OCCUR AT A SPECIFIC LEVEL, THE COMMITTEE COULD
IN ITS DISCRETION CONCLUDE THAT VESTING SHOULD OCCUR AT A DIFFERENT LEVEL TO THE
EXTENT APPROPRIATE IN LIGHT OF THE CIRCUMSTANCES AND OF THE COMPANY'S TOTAL
RETURN PERFORMANCE RELATIVE TO THE PEER REITS AS A GROUP.
(C)
ANY AWARD 2010 LTIP UNITS THAT DO NOT
BECOME VESTED PURSUANT TO THIS SECTION 4 SHALL, WITHOUT PAYMENT OF ANY
CONSIDERATION BY THE PARTNERSHIP, AUTOMATICALLY AND WITHOUT NOTICE TERMINATE, BE
FORFEITED AND BE AND BECOME NULL AND VOID AS OF THE END OF THE PERFORMANCE
PERIOD, AND NEITHER THE GRANTEE NOR ANY OF HIS SUCCESSORS, HEIRS, ASSIGNS, OR
PERSONAL REPRESENTATIVES WILL THEREAFTER HAVE ANY FURTHER RIGHTS OR INTERESTS IN
SUCH UNVESTED AWARD 2010