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
9
CONFLICT BETWEEN THIS AGREEMENT AND THE STOCK PLAN, THIS AGREEMENT SHALL BE
CONTROLLING AND DETERMINATIVE. 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.
(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 LTIP 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 LTIP 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 LTIP 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.
(D)
STATUS OF LTIP UNITS UNDER THE STOCK PLAN. THE AWARD LTIP 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 SHARES OF COMMON STOCK IN EXCHANGE
FOR UNITS INTO WHICH AWARD LTIP UNITS MAY HAVE BEEN CONVERTED PURSUANT TO THE
PARTNERSHIP AGREEMENT, SUBJECT TO CERTAIN LIMITATIONS SET FORTH IN THE
PARTNERSHIP AGREEMENT, AND SUCH SHARES OF COMMON STOCK, IF ISSUED, WILL BE
ISSUED UNDER THE STOCK PLAN. THE GRANTEE MUST BE ELIGIBLE TO RECEIVE THE AWARD
LTIP 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 LTIP
UNITS SHALL BEAR AN APPROPRIATE LEGEND, AS DETERMINED BY THE PARTNERSHIP IN ITS
SOLE DISCRETION, TO THE EFFECT THAT SUCH LTIP UNITS ARE SUBJECT TO RESTRICTIONS
AS SET FORTH HEREIN, IN THE STOCK PLAN AND IN THE PARTNERSHIP AGREEMENT.
(F)
COMPLIANCE WITH SECURITIES LAWS. THE PARTNERSHIP AND THE GRANTEE
WILL MAKE REASONABLE EFFORTS TO COMPLY WITH ALL APPLICABLE SECURITIES LAWS. IN
ADDITION, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, NO
LTIP UNITS WILL BECOME VESTED OR BE ISSUED AT A TIME THAT SUCH VESTING OR
ISSUANCE WOULD RESULT IN