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 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 THE VALUATION DATE, THE GRANTEE SHALL CEASE TO BE AN EMPLOYEE OF
THE COMPANY AS A RESULT OF HIS DEATH OR DISABILITY, THEN ALL OF THE GRANTEE'S
AWARD LTIP UNITS SHALL AUTOMATICALLY AND IMMEDIATELY VEST.
9.
CHANGES IN CAPITAL STRUCTURE. IF
(I) THE COMPANY SHALL AT ANY TIME BE INVOLVED IN A MERGER, CONSOLIDATION,
DISSOLUTION, LIQUIDATION, REORGANIZATION, EXCHANGE OF SHARES, SALE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OR STOCK OF THE COMPANY OR A TRANSACTION SIMILAR
THERETO, (II) ANY
8
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
(III) ANY OTHER EVENT SHALL OCCUR WHICH IN THE JUDGMENT OF THE COMMITTEE
NECESSITATES ACTION BY WAY