DATE OF
THE ISSUANCE OF SUCH SHARES AND, IF SUCH SHARES ARE EVIDENCED BY CERTIFICATES,
THE DELIVERY OF A CERTIFICATE EVIDENCING SUCH SHARES.
(H)
UNFUNDED STATUS OF AWARDS.
THE PLAN IS INTENDED TO CONSTITUTE AN
"UNFUNDED" PLAN FOR INCENTIVE AND DEFERRED COMPENSATION. WITH RESPECT TO ANY
PAYMENTS NOT YET MADE TO A PARTICIPANT PURSUANT TO AN AWARD, NOTHING CONTAINED
IN THE PLAN OR ANY AWARD SHALL GIVE ANY SUCH PARTICIPANT ANY RIGHTS THAT ARE
GREATER THAN THOSE OF A GENERAL CREDITOR OF THE TRUST.
(I)
NO FRACTIONAL SHARES.
NO FRACTIONAL SHARES SHALL BE ISSUED OR
DELIVERED PURSUANT TO THE PLAN OR ANY AWARD. THE BOARD SHALL DETERMINE WHETHER
CASH, OTHER AWARDS OR
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OTHER PROPERTY SHALL BE ISSUED OR PAID IN LIEU OF SUCH FRACTIONAL SHARES OR
WHETHER SUCH FRACTIONAL SHARES OR ANY RIGHTS THERETO SHALL BE FORFEITED OR
OTHERWISE ELIMINATED.
(J)
REGULATIONS AND OTHER APPROVALS.
(I)
THE OBLIGATION OF THE TRUST TO SELL OR DELIVER SHARES AND/OR OP
UNITS WITH RESPECT TO ANY AWARD GRANTED UNDER THE PLAN SHALL BE SUBJECT TO ALL
APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING ALL APPLICABLE FEDERAL AND
STATE SECURITIES LAWS, AND THE OBTAINING OF ALL SUCH APPROVALS BY GOVERNMENTAL
AGENCIES AS MAY BE DEEMED NECESSARY OR APPROPRIATE BY THE BOARD.
(II)
EACH AWARD IS SUBJECT TO THE REQUIREMENT THAT, IF AT ANY TIME THE
BOARD DETERMINES, IN ITS ABSOLUTE DISCRETION, THAT THE LISTING, REGISTRATION OR
QUALIFICATION OF SHARES AND/OR OP UNITS ISSUABLE PURSUANT TO THE PLAN IS
REQUIRED BY ANY SECURITIES EXCHANGE OR UNDER ANY STATE OR FEDERAL LAW, OR THE
CONSENT OR APPROVAL OF ANY GOVERNMENTAL REGULATORY BODY IS NECESSARY OR
DESIRABLE AS A CONDITION OF, OR IN CONNECTION WITH, THE GRANT OF AN AWARD OR THE
ISSUANCE OF SHARES AND/OR OP UNITS, NO SUCH AWARD SHALL BE GRANTED OR PAYMENT
MADE OR SHARES AND/OR OP UNITS ISSUED, IN WHOLE OR IN PART, UNLESS LISTING,
REGISTRATION, QUALIFICATION, CONSENT OR APPROVAL HAS BEEN EFFECTED OR OBTAINED
FREE OF ANY CONDITIONS NOT ACCEPTABLE TO THE BOARD.
(III)
IN THE EVENT THAT THE DISPOSITION OF SHARES AND/OR OP UNITS
ACQUIRED PURSUANT TO THE PLAN IS NOT COVERED BY A THEN-CURRENT REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND IS NOT OTHERWISE EXEMPT FROM SUCH
REGISTRATION, SUCH SHARES AND/OR OP UNITS SHALL BE RESTRICTED AGAINST TRANSFER
TO THE EXTENT REQUIRED BY THE SECURITIES ACT OR REGULATIONS THEREUNDER, AND THE
BOARD MAY REQUIRE A PARTICIPANT RECEIVING SHARES AND/OR OP UNITS PURSUANT TO THE
PLAN, AS A CONDITION PRECEDENT TO RECEIPT OF SUCH SHARES AND/OR OP UNITS, TO
REPRESENT TO THE TRUST IN WRITING THAT THE SHARES AND/OR OP UNITS ACQUIRED BY
SUCH PARTICIPANT ARE ACQUIRED FOR INVESTMENT ONLY AND NOT WITH A VIEW TO
DISTRIBUTION.
(IV)
THE BOARD MAY REQUIRE A PARTICIPANT RECEIVING SHARES AND/OR OP
UNITS PURSUANT TO THE PLAN, AS A CONDITION PRECEDENT TO RECEIPT OF SUCH SHARES
AND/OR OP UNITS, TO ENTER INTO A SHAREHOLDER AGREEMENT OR "LOCK-UP" AGREEMENT IN
SUCH FORM AS THE BOARD SHALL DETERMINE IS NECESSARY OR DESIRABLE TO FURTHER THE