THE ASSETS OR STOCK OF THE COMPANY OR A TRANSACTION SIMILAR
THERETO, (2) ANY STOCK DIVIDEND, STOCK SPLIT, REVERSE STOCK SPLIT, STOCK
COMBINATION, RECLASSIFICATION, RECAPITALIZATION, SIGNIFICANT REPURCHASES OF
STOCK OR OTHER SIMILAR CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY, OR ANY
DISTRIBUTION TO HOLDERS OF COMMON STOCK OTHER THAN REGULAR CASH DIVIDENDS, SHALL
OCCUR OR (3) ANY OTHER EVENT SHALL OCCUR WHICH IN THE JUDGMENT OF THE COMMITTEE
NECESSITATES ACTION BY WAY OF ADJUSTING THE TERMS OF THE AWARD, THEN THE
COMMITTEE SHALL TAKE 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, COMMON STOCK
PRICE, STOCK PRICE APPRECIATION AND PAYMENTS TO BE MADE PURSUANT TO SECTION 6
HEREOF.
9.
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
9
ABOVE BY (1) SIGNING AND DELIVERING TO THE PARTNERSHIP A COPY OF THIS AGREEMENT,
AND (2) 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 BEING GRANTED AS EQUITY SECURITIES UNDER THE OPTION
PLAN.
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 WILL 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).
(E)
LEGEND.
THE RECORDS OF THE PARTNERSHIP