BY THE COMPANY.
(B)
INCORPORATION OF STOCK PLAN; COMMITTEE
DETERMINATIONS. THE PROVISIONS OF THE STOCK PLAN ARE HEREBY INCORPORATED BY
REFERENCE AS IF SET FORTH HEREIN. IN THE EVENT OF A CONFLICT BETWEEN THIS
AGREEMENT AND THE STOCK PLAN, THE STOCK PLAN SHALL GOVERN. THE COMMITTEE WILL
MAKE THE DETERMINATIONS AND CERTIFICATIONS REQUIRED BY THIS AWARD AS PROMPTLY AS
REASONABLY PRACTICABLE FOLLOWING THE OCCURRENCE OF THE EVENT OR EVENTS
NECESSITATING SUCH DETERMINATIONS OR CERTIFICATIONS. IN THE EVENT OF A CHANGE OF
CONTROL, THE COMMITTEE WILL MAKE SUCH DETERMINATIONS WITHIN A PERIOD OF TIME
THAT ENABLES THE COMPANY TO MAKE ANY PAYMENTS DUE HEREUNDER NOT LATER THAN THE
DATE OF CONSUMMATION OF THE CHANGE OF CONTROL.
(C)
STATUS AS A PARTNER. AS OF THE GRANT DATE
SET FORTH ON SCHEDULE A, THE GRANTEE SHALL BE ADMITTED AS A PARTNER OF THE
PARTNERSHIP WITH BENEFICIAL OWNERSHIP OF THE NUMBER OF AWARD OPP UNITS ISSUED TO
THE GRANTEE AS OF SUCH DATE PURSUANT TO SECTION 3 HEREOF BY: (A) SIGNING AND
DELIVERING TO THE PARTNERSHIP A COPY OF THIS AGREEMENT; AND (B) SIGNING, AS A
LIMITED PARTNER, AND DELIVERING TO THE PARTNERSHIP A COUNTERPART SIGNATURE
PAGE TO THE PARTNERSHIP AGREEMENT (ATTACHED HERETO AS EXHIBIT A). THE
PARTNERSHIP AGREEMENT SHALL BE AMENDED FROM TIME TO TIME AS APPLICABLE TO
REFLECT THE ISSUANCE TO THE GRANTEE OF AWARD OPP UNITS PURSUANT TO SECTION 3
HEREOF, IF ANY, WHEREUPON THE GRANTEE SHALL HAVE ALL THE RIGHTS OF A LIMITED
PARTNER OF THE PARTNERSHIP WITH RESPECT TO THE NUMBER OF OPP UNITS THEN HELD BY
THE GRANTEE, AS SET FORTH IN THE PARTNERSHIP AGREEMENT, SUBJECT, HOWEVER, TO THE
RESTRICTIONS AND CONDITIONS SPECIFIED HEREIN AND IN THE PARTNERSHIP AGREEMENT.
17
(D)
STATUS OF OPP UNITS UNDER THE STOCK PLAN.
INSOFAR AS THE OUTPERFORMANCE PLAN HAS BEEN ESTABLISHED AS AN INCENTIVE PROGRAM
OF THE COMPANY AND THE PARTNERSHIP, THE AWARD OPP UNITS ARE BOTH ISSUED AS
EQUITY SECURITIES OF THE PARTNERSHIP AND GRANTED AS AWARDS UNDER THE STOCK PLAN.
THE COMPANY WILL HAVE THE RIGHT AT ITS OPTION, AS SET FORTH IN THE PARTNERSHIP
AGREEMENT, TO ISSUE COMMON SHARES IN EXCHANGE FOR UNITS INTO WHICH AWARD OPP
UNITS MAY HAVE BEEN CONVERTED PURSUANT TO THE PARTNERSHIP AGREEMENT, SUBJECT TO
CERTAIN LIMITATIONS SET FORTH IN THE PARTNERSHIP AGREEMENT, AND SUCH COMMON
SHARES, IF ISSUED, WILL BE ISSUED UNDER THE STOCK PLAN. THE GRANTEE MUST BE
ELIGIBLE TO RECEIVE THE AWARD OPP UNITS IN COMPLIANCE WITH APPLICABLE FEDERAL
AND STATE SECURITIES LAWS AND TO THAT EFFECT IS REQUIRED TO COMPLETE, EXECUTE
AND DELIVER CERTAIN COVENANTS, REPRESENTATIONS AND WARRANTIES (ATTACHED AS
EXHIBIT B). THE GRANTEE ACKNOWLEDGES THAT THE GRANTEE WILL HAVE NO RIGHT TO
APPROVE OR DISAPPROVE SUCH DETERMINATION BY THE COMMITTEE.
(E)
LEGEND. THE RECORDS OF THE PARTNERSHIP
EVIDENCING THE AWARD OPP UNITS SHALL BEAR AN APPROPRIATE LEGEND, AS DETERMINED
BY THE PARTNERSHIP IN ITS SOLE DISCRETION, TO THE EFFECT THAT SUCH OPP UNITS ARE
SUBJECT TO RESTRICTIONS AS SET FORTH HEREIN AND IN THE PARTNERSHIP AGREEMENT.
(F)
COMPLIANCE WITH