TO MAKE SUCH CHANGES THAT DO NOT MATERIALLY ADVERSELY AFFECT THE
GRANTEE'S RIGHTS HEREUNDER.
NO PROMISES, ASSURANCES, COMMITMENTS, AGREEMENTS,
UNDERTAKINGS OR REPRESENTATIONS, WHETHER ORAL, WRITTEN, ELECTRONIC OR OTHERWISE,
AND WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF, HAVE
BEEN MADE BY THE PARTIES WHICH ARE NOT SET FORTH EXPRESSLY IN THIS AGREEMENT.
THIS GRANT SHALL IN NO WAY AFFECT THE GRANTEE'S PARTICIPATION OR BENEFITS UNDER
ANY OTHER PLAN OR BENEFIT PROGRAM MAINTAINED OR PROVIDED BY THE COMPANY.
(B)
INCORPORATION OF STOCK PLAN; COMMITTEE
DETERMINATIONS.
THE PROVISIONS OF THE STOCK PLAN ARE HEREBY INCORPORATED BY
REFERENCE AS IF SET FORTH HEREIN.
IN THE EVENT OF A CONFLICT BETWEEN THIS
AGREEMENT AND THE STOCK PLAN, THIS AGREEMENT SHALL BE CONTROLLING AND
DETERMINATIVE.
THE COMMITTEE WILL MAKE THE DETERMINATIONS AND CERTIFICATIONS
REQUIRED BY THIS AWARD AS PROMPTLY AS REASONABLY PRACTICABLE FOLLOWING THE
OCCURRENCE OF THE EVENT OR EVENTS NECESSITATING SUCH DETERMINATIONS OR
CERTIFICATIONS.
IN THE EVENT OF A CHANGE OF CONTROL, THE COMMITTEE WILL PERFORM
ANY CALCULATIONS SET FORTH IN SECTION 4 OR SECTION 5 HEREOF REQUIRED IN
CONNECTION WITH SUCH CHANGE OF CONTROL AND MAKE ANY DETERMINATIONS RELEVANT TO
VESTING WITH RESPECT TO THIS AWARD WITHIN A PERIOD OF TIME THAT ENABLES THE
COMPANY TO CONCLUDE WHETHER AWARD 2010 LTIP UNITS BECOME VESTED OR ARE FORFEITED
AND WHETHER ANY AWARD 2010-2 LTIP UNITS NEED TO BE GRANTED NOT LATER THAN THE
DATE OF CONSUMMATION OF THE CHANGE OF CONTROL.
(C )
STATUS AS A PARTNER.
AS OF THE GRANT DATE
SET FORTH ON SCHEDULE A, THE GRANTEE SHALL BE ADMITTED AS A PARTNER OF THE
PARTNERSHIP WITH BENEFICIAL OWNERSHIP OF THE NUMBER OF AWARD 2010 LTIP UNITS
ISSUED TO THE GRANTEE AS OF SUCH DATE PURSUANT TO SECTION 3(A) HEREOF BY:
(A) SIGNING AND DELIVERING TO THE PARTNERSHIP A COPY OF THIS AGREEMENT; AND
(B) 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 AWARD 2010-2 LTIP UNITS PURSUANT TO SECTION 3(B) HEREOF, IF
ANY, WHEREUPON THE GRANTEE SHALL HAVE ALL THE RIGHTS OF A LIMITED PARTNER OF THE
PARTNERSHIP WITH RESPECT TO THE TOTAL NUMBER OF 2010 LTIP UNITS THEN HELD BY THE
GRANTEE, AS SET FORTH IN THE PARTNERSHIP
14
AGREEMENT, SUBJECT, HOWEVER, TO THE RESTRICTIONS AND CONDITIONS SPECIFIED HEREIN
AND IN THE PARTNERSHIP AGREEMENT.
(D)
STATUS OF 2010 LTIP UNITS UNDER THE STOCK
PLAN.
INSOFAR AS THE LTIP HAS BEEN ESTABLISHED AS AN INCENTIVE PROGRAM OF THE
COMPANY AND THE PARTNERSHIP, THE 2010 LTIP UNITS ARE BOTH ISSUED AS EQUITY
SECURITIES OF THE PARTNERSHIP AND GRANTED AS AWARDS UNDER THE STOCK PLAN.
THE
COMPANY WILL HAVE THE RIGHT AT ITS OPTION, AS SET FORTH IN THE PARTNERSHIP
AGREEMENT, TO ISSUE SHARES OF COMMON STOCK IN EXCHANGE FOR UNITS INTO WHICH 2010
LTIP UNITS MAY HAVE BEEN CONVERTED PURSUANT TO THE PARTNERSHIP AGREEMENT,
SUBJECT TO CERTAIN LIMITATIONS SET