OF ADJUSTING THE TERMS OF THE AWARD, THEN THE
COMMITTEE MAY TAKE ANY SUCH ACTION AS IN ITS DISCRETION SHALL BE NECESSARY TO
MAINTAIN THE GRANTEE'S RIGHTS HEREUNDER SO THAT THEY ARE SUBSTANTIALLY
PROPORTIONATE TO THE RIGHTS EXISTING UNDER THIS AGREEMENT PRIOR TO SUCH EVENT,
INCLUDING, WITHOUT LIMITATION, ADJUSTMENTS IN AWARD LTIP UNITS, ADDITIONAL
SHARES, BASELINE VALUE, DIVIDEND VALUE, COMMON STOCK PRICE, MAXIMUM
OUTPERFORMANCE POOL AMOUNT, TOTAL SHARES AND TOTAL RETURN.
10.
MISCELLANEOUS.
(A)
AMENDMENTS. THIS AGREEMENT MAY BE AMENDED
OR MODIFIED ONLY WITH THE CONSENT OF THE PARTNERSHIP ACTING THROUGH THE
COMMITTEE; PROVIDED THAT ANY SUCH AMENDMENT OR MODIFICATION ADVERSELY AFFECTING
THE RIGHTS OF THE GRANTEE HEREUNDER MUST BE CONSENTED TO BY THE GRANTEE TO BE
EFFECTIVE AS AGAINST HIM.
(B)
INCORPORATION OF OPTION PLAN. THE PROVISIONS
OF THE OPTION PLAN ARE HEREBY INCORPORATED BY REFERENCE AS IF SET FORTH HEREIN.
IF AND TO THE EXTENT THAT ANY PROVISION CONTAINED IN THIS AGREEMENT IS
INCONSISTENT WITH THE OPTION PLAN, THIS AGREEMENT SHALL GOVERN.
(C)
EFFECTIVENESS. THE GRANTEE SHALL BE
ADMITTED AS A PARTNER OF THE PARTNERSHIP WITH BENEFICIAL OWNERSHIP OF THE AWARD
LTIP UNITS AS OF THE GRANT DATE SET FORTH ABOVE BY (I) SIGNING AND DELIVERING TO
THE PARTNERSHIP A COPY OF THIS AGREEMENT, AND (II) 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 TO REFLECT THE ISSUANCE TO THE GRANTEE OF THE AWARD LTIP UNITS,
WHEREUPON THE GRANTEE SHALL HAVE ALL THE RIGHTS OF A LIMITED PARTNER OF THE
PARTNERSHIP WITH RESPECT TO THE NUMBER OF LTIP UNITS SPECIFIED ABOVE, 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 OPTION PLAN.
THE AWARD LTIP UNITS ARE NOT BEING GRANTED AS EQUITY SECURITIES UNDER THE OPTION
PLAN INSOFAR AS THE OUTPERFORMANCE PLAN HAS BEEN ESTABLISHED AS AN INCENTIVE
PROGRAM OF THE PARTNERSHIP. THE COMPANY WILL HAVE THE RIGHT, AS SET FORTH IN THE
PARTNERSHIP AGREEMENT, TO ISSUE SHARES OF COMMON STOCK IN EXCHANGE FOR CLASS A
UNITS INTO WHICH SUCH 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 MAY BE ISSUED UNDER THE
OPTION 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 COMMITTEE MAY, IN ITS SOLE AND
ABSOLUTE DISCRETION, SEEK TO HAVE THE LTIP UNITS BECOME PART OF THE OPTION PLAN
AT A FUTURE TIME, WHEREBY THIS AWARD MAY BE CONSIDERED AN AWARD UNDER THE OPTION
PLAN. THE GRANTEE
9
ACKNOWLEDGES THAT IF THE COMMITTEE SO ELECTS, IN ITS SOLE DISCRETION, THE
GRANTEE WILL HAVE NO RIGHT TO APPROVE OR DISAPPROVE SUCH