THE DISTRIBUTION
PARTICIPATION DATE (AS DEFINED IN THE PARTNERSHIP AGREEMENT) WITH RESPECT TO
AWARD LTIP UNITS IN AN AMOUNT EQUAL TO THE TOTAL UNIT EQUIVALENT IS THE
VALUATION DATE.
7.
RESTRICTIONS ON TRANSFER.
NONE OF THE AWARD LTIP UNITS SHALL BE
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, GIVEN AWAY OR IN ANY OTHER
MANNER DISPOSED OF, ENCUMBERED, WHETHER VOLUNTARILY OR BY OPERATION OF LAW (EACH
SUCH ACTION A "TRANSFER"), OR REDEEMED IN ACCORDANCE WITH THE PARTNERSHIP
AGREEMENT (A) PRIOR TO VESTING, (B) FOR A PERIOD OF TWO (2) YEARS BEGINNING ON
THE DATE OF GRANT SPECIFIED ABOVE OTHER THAN IN CONNECTION WITH A CHANGE OF
CONTROL, OR (C) UNLESS SUCH TRANSFER IS IN COMPLIANCE WITH ALL APPLICABLE
SECURITIES LAWS (INCLUDING, WITHOUT LIMITATION, THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT")), AND SUCH TRANSFER IS IN ACCORDANCE WITH THE
APPLICABLE TERMS AND CONDITIONS OF THE PARTNERSHIP AGREEMENT; PROVIDED THAT,
UPON THE APPROVAL OF, AND SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED BY, THE
COMMITTEE, UNVESTED AWARD LTIP UNITS THAT HAVE BEEN HELD FOR A PERIOD OF AT
LEAST TWO (2) YEARS BEGINNING ON THE DATE OF GRANT SPECIFIED ABOVE MAY BE
TRANSFERRED TO THE GRANTEE'S FAMILY MEMBERS, PROVIDED THAT THE TRANSFEREE AGREES
IN WRITING WITH THE COMPANY AND THE PARTNERSHIP TO BE BOUND BY ALL OF THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
IN CONNECTION WITH ANY TRANSFER OF AWARD LTIP
UNITS, THE PARTNERSHIP MAY REQUIRE THE GRANTEE TO PROVIDE AN OPINION OF COUNSEL,
SATISFACTORY TO THE PARTNERSHIP, THAT SUCH TRANSFER IS IN COMPLIANCE WITH ALL
FEDERAL AND STATE SECURITIES LAWS (INCLUDING, WITHOUT LIMITATION, THE SECURITIES
ACT).
ANY ATTEMPTED TRANSFER OF AWARD LTIP UNITS NOT IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THIS SECTION 7 SHALL BE NULL AND VOID, AND THE
PARTNERSHIP SHALL NOT REFLECT ON ITS RECORDS ANY CHANGE IN RECORD OWNERSHIP OF
ANY LTIP UNITS AS A RESULT OF ANY SUCH TRANSFER, SHALL OTHERWISE REFUSE TO
RECOGNIZE ANY SUCH TRANSFER AND SHALL NOT IN ANY WAY GIVE EFFECT TO ANY SUCH
TRANSFER OF ANY LTIP UNITS.
THIS AGREEMENT IS PERSONAL TO THE GRANTEE, IS
NON-ASSIGNABLE AND IS NOT TRANSFERABLE
8
in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution.
8.
DEATH OR DISABILITY.
(A)
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF, PRIOR TO THE
VALUATION DATE, THE GRANTEE SHALL CEASE TO BE AN EMPLOYEE OF THE COMPANY AS A
RESULT OF HIS DEATH OR DISABILITY, THEN (I) WITH RESPECT TO THE GRANTEE THE
CALCULATIONS PROVIDED IN SECTION 3 SHALL BE PERFORMED WITH RESPECT TO THIS AWARD
IMMEDIATELY AS IF A CHANGE OF CONTROL HAD OCCURRED (WITH RESPECT TO THE GRANTEE
ONLY) ON THE DATE OF HIS DEATH OR DISABILITY AND (II) ALL OF THE AWARD LTIP
UNITS COMPRISING THIS AWARD (AFTER GIVING EFFECT TO THE ISSUANCE OF ADDITIONAL
LTIP UNITS OR FORFEITURE OF AWARD LTIP UNITS PURSUANT TO SECTION 3) SHALL
AUTOMATICALLY AND IMMEDIATELY VEST.
(B)
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF, ON OR AFTER