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 ACKNOWLEDGES THAT IF THE COMMITTEE SO ELECTS, IN ITS SOLE
DISCRETION, THE GRANTEE WILL HAVE NO RIGHT TO APPROVE OR DISAPPROVE SUCH CHANGE.
(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 AND IN THE PARTNERSHIP AGREEMENT.
(F)
COMPLIANCE WITH LAW.
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 PAID AT A TIME THAT SUCH VESTING OR PAYMENT WOULD
RESULT IN A VIOLATION OF ANY SUCH LAW.
(G)
INVESTMENT REPRESENTATION; REGISTRATION.
THE GRANTEE HEREBY MAKES
THE COVENANTS, REPRESENTATIONS AND WARRANTIES AND SET FORTH ON EXHIBIT B
ATTACHED HERETO.
ALL OF SUCH COVENANTS, WARRANTIES AND REPRESENTATIONS SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE GRANTEE.
THE
PARTNERSHIP WILL HAVE NO OBLIGATION TO REGISTER UNDER THE SECURITIES ACT ANY
LTIP UNITS OR ANY OTHER SECURITIES ISSUED PURSUANT TO THIS AGREEMENT OR UPON
CONVERSION OR EXCHANGE OF LTIP UNITS.
(H)
SECTION 83(B) ELECTION.
THE GRANTEE HEREBY AGREES TO MAKE AN
ELECTION TO INCLUDE IN GROSS INCOME IN THE YEAR OF TRANSFER THE AWARD LTIP UNITS
PURSUANT TO SECTION 83(B) OF THE CODE SUBSTANTIALLY IN THE FORM ATTACHED HERETO
AS EXHIBIT C AND TO SUPPLY THE NECESSARY INFORMATION IN ACCORDANCE WITH THE
REGULATIONS PROMULGATED THEREUNDER.
10
(I)
SEVERABILITY.
IN THE EVENT THAT ONE OR MORE OF THE PROVISIONS OF
THIS AGREEMENT MAY BE INVALIDATED FOR ANY REASON BY A COURT, ANY PROVISION SO
INVALIDATED WILL BE DEEMED TO BE SEPARABLE FROM THE OTHER PROVISIONS HEREOF, AND
THE REMAINING PROVISIONS HEREOF WILL CONTINUE TO BE VALID AND FULLY ENFORCEABLE.
(J)
GOVERNING LAW.
THIS AGREEMENT IS MADE UNDER, AND WILL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE PRINCIPLE OF CONFLICT OF LAWS OF SUCH STATE.
(K)
NO OBLIGATION TO CONTINUE POSITION AS AN OFFICER OR TO EMPLOY.
NEITHER THE COMPANY NOR ANY AFFILIATE IS OBLIGATED BY OR AS A RESULT OF THIS
AGREEMENT TO CONTINUE TO HAVE THE GRANTEE AS AN OFFICER OR TO EMPLOY