Common use of Conversion and Redemption Clause in Contracts

Conversion and Redemption. The LTIP Units shall be subject to conversion and redemption in accordance with the terms and provisions of the Limited Partnership Agreement. Furthermore, in accordance with the Limited Partnership Agreement, in the event the Grantee’s Service is terminated, the Company reserves the right at any time thereafter to convert vested LTIP units into an equal number of Class A Units of the Limited Partnership (as defined in the Limited Partnership Agreement), and in addition, to redeem such Class A Units for Shares or cash, at the election of the Company. Upon any such conversion and redemption, this Agreement shall be fully satisfied, and the Company shall have no further obligation under the Agreement. Restrictions on Transfer You shall not, without the consent of the Company (which the Company may give or withhold in its sole discretion), sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any LTIP Units (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of LTIP Units to the Limited Partnership or the Company or to any Transfer by will or pursuant to the laws of descent and distribution. Investment Representation You hereby make the covenants, representations, and warranties set forth on Exhibit C attached hereto as of the date of acceptance of this Agreement and on each applicable vesting date, as determined in Exhibit B attached hereto. All of such covenants, warranties, and representations shall survive the execution and delivery of this Agreement by you. You shall immediately notify the Limited Partnership upon discovering that any of the representations or warranties set forth on Exhibit C were false when made or have, as a result of changes in circumstances, become false. Registration You hereby acknowledge that the LTIP Units have not been registered under the Securities Act and that the LTIP Units cannot be transferred by you other than in accordance with the terms and conditions set forth in the Plan, this Agreement, and the Limited Partnership Agreement and, in any event, unless such transfer is registered under the Securities Act or an exemption from such registration is available. Neither the Company nor the Limited Partnership has made any agreements, covenants, or undertakings whatsoever to register the transfer of the LTIP Units under the Securities Act. Neither the Company nor the Limited Partnership has made any representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act (“Rule 144”), will be available. If an exemption under Rule 144 is available at all, it will not be available until all applicable terms and conditions of Rule 144 have been satisfied.

Conversion and Redemption. The LTIP Units shall be On and subject to conversion and redemption in accordance with the terms and provisions of the Limited Partnership Agreement. Furthermore, in accordance with the Limited Partnership Agreement, in the event the Grantee’s Service is terminated, the Company reserves the right at any time thereafter to convert vested LTIP units into an equal number of Class A Units of the Limited Partnership (as defined in the Limited Partnership Agreement), and in addition, to redeem such Class A Units for Shares or cash, at the election of the Company. Upon any such conversion and redemption, this Agreement shall be fully satisfied, and the Company shall have no further obligation under the Agreement. Restrictions on Transfer You shall not, without the consent of the Company (which the Company may give or withhold in its sole discretion), sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any LTIP Units (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of LTIP Units to the Limited Partnership or the Company or to any Transfer by will or pursuant to the laws of descent and distribution. Investment Representation You hereby make the covenants, representations, and warranties set forth on Exhibit C attached hereto as of the date of acceptance of this Agreement and on each applicable vesting date, as determined in Exhibit B attached hereto. All of such covenants, warranties, and representations shall survive the execution and delivery of this Agreement by you. You shall immediately notify the Limited Partnership upon discovering that any of the representations or warranties set forth on Exhibit C were false when made or have, as a result of changes in circumstances, become false. Registration You hereby acknowledge that the LTIP Units have not been registered under the Securities Act and that the LTIP Units cannot be transferred by you other than in accordance with the terms and conditions set forth below, all or any portion of the unpaid principal amount of this Debenture equal to $1,000 or any integral multiple thereof may be converted into ____ shares of Series A Convertible Redeemable Preferred Stock established or to be established by the Company pursuant to the terms of the Purchase Agreement (the "Preferred Stock") at a conversion price equal to the liquidation value of $38.1875 per share (the "Conversion Price"). No part of this Debenture may be converted prior to January 20, 2003, except as described below. On such date and thereafter the original principal amount hereof shall become fully convertible into shares of Preferred Stock at the Conversion Price. Upon any conversion of this Debenture, the registered holder hereof shall deliver to the Company a Notice of Conversion in the Planform attached to this Debenture. The foregoing notwithstanding, this AgreementDebenture shall be convertible as provided herein only under the following circumstances: (a) While the Employee is a full-time employee of the Company or any Subsidiary, he shall be entitled to convert this Debenture on or after January 20, 2003 as of the date the Employee provides a Notice of Conversion, provided that, if the Company has elected to redeem the debenture as described below, the Employee may still elect to convert as of the date a Notice of Conversion is provided to the Company as long as the Employee remains employed as of the date of such Notice of Conversion and such Notice of Conversion is provided to the Company prior to the date set forth in the redemption notice, except as otherwise provided in clause (e) below. (b) For one year following the death of the Employee or termination of his employment with the Company or any Subsidiary due to Retirement or Disability, the Employee or his estate or other legal representative, as the case may be, shall be entitled to convert 100% of the principal amount hereof and such conversion shall be effective as of the date the Notice of Conversion is provided to the Company. If the Employee does not elect conversion pursuant to this clause (b), the Company will automatically redeem such Debenture for 100% principal amount, plus accrued interest as soon a practicable following the expiration of the one year period described herein. (c) For ninety days following a Termination Without Cause or a Voluntary Termination by the Employee that occurs on or after January 20, 2003, the Employee shall be entitled to convert 100% of the principal amount hereof and such conversion shall be effective as of the date of the Notice of Conversion. To the extent that the Employee does not elect conversion pursuant to this clause (c) or if such termination of employment occurs prior to January 20, 2003, the Company will automatically redeem such Debenture for 100% principal amount, plus accrued interest as soon a practicable following the expiration of the conversion period described herein, if any. (d) If the Employee's employment is terminated for Cause, the Debenture will cease to be convertible as of the date of such termination of employment and the Limited Partnership Agreement andCompany will redeem it at the principal amount, in any eventplus accrued interest as of such date. (A) In the event that prior to January 20, unless such transfer is registered under the Securities Act or an exemption from such registration is available. Neither 2003, (i) the Company nor enters into an agreement, (ii) the Limited Partnership has made any agreements, covenantsBoard of Directors of the Company approves a transaction, or undertakings whatsoever (iii) there is a tender offer, which in either case, might result in a Change in Control, the Employee may elect to register have the transfer Debenture converted even if his employment is terminated other than for Cause or the Company may elect to redeem such Debenture prior to the effective time of the LTIP Units under Change in Control and such conversion or redemption will be effective as of the Securities Acteffective time of the Change in Control. Neither However, if the Company nor elects to redeem the Limited Partnership has made any representationsDebenture prior to the Employee's election to convert, warrantiesthe Employee may still elect to convert such Debenture rather than having the Company redeem it as long as the Employee provides a Notice of Conversion prior to the effective time of the Change in Control. In the event the Debenture is not redeemed or converted prior to the Change in Control which occurs prior to January 20, 2003, such Debenture shall become fully convertible following the Change of Control but the Company may not redeem such Debenture until on or covenants whatsoever after January 20, 2004 as to whether any exemption from described below. Any conversion or redemption following a Change in Control will be implemented in accordance with the Securities Act, including, without limitationprocedures described herein. In the event that the Change in Control does not become effective, any exemption for limited sales in routine brokers’ transactions pursuant election to Rule 144 of the Securities Act (“Rule 144”), will be available. If an exemption under Rule 144 is available at all, it convert or redeem will not be available effectuated unless the Debenture otherwise becomes convertible or redeemable as described herein. (B) In the event that on or after January 20, 2003, (i) the Company enters into an agreement, (ii) the Board of Directors of the Company approves a transaction, or (iii) there is a tender offer, which in either case, might result in a Change in Control, the Debenture will remain convertible in accordance with the procedures described herein, even if the Employee's employment is terminated other than for Cause. However the Company may elect to redeem such Debenture prior to such Change in Control which occurs on or after January 20, 2003. However, if the Company elects to redeem the Debenture prior to the Employee's election to convert, the Employee may still elect to convert such Debenture rather than having the Company redeem it as long as the Employee provides a Notice of Conversion to the Company prior to the effective time of the Change in Control. In the event the Debenture is not redeemed or converted prior to the Change in Control which occurs on or after January 20, 2003 or such Change in Control does not occur, such Debenture shall remain fully convertible to the extent such Debenture remains outstanding following the Change in Control but the Company may not redeem such Debenture until on or after January 20, 2004 in accordance with the procedures described herein. Notwithstanding the foregoing, on or after January 20, 2004, the Company may redeem the Debenture, provided that it has not already been converted or redeemed upon giving 60 days prior written notice and such redemption will be effective at the end of the 60 day period. However, if the Employee is entitled to convert the Debenture as described above, the Employee may elect to do so following the receipt of a notice of redemption from the Company and such conversion will be effective as of the date of the Notice of Conversion as long as such notice is provided to the Company prior to the date such redemption was to occur. Promptly after a conversion of this Debenture or any portion hereof, the Company shall pay to the registered holder hereof all applicable terms interest accrued hereon, or on the portion hereof converted, to the Conversion Date (as hereinafter defined) and conditions shall issue and deliver to the registered holder hereof a certificate or certificates registered in his or its name for the number of Rule 144 have been satisfiedwhole shares of Preferred Stock issuable upon such conversion. The "Conversion Date" is the date on which this Debenture, or any portion hereof, is surrendered for conversion as provided above. If less than the full principal amount of this Debenture is converted, the Company shall also deliver to the Pledgee, if any, or otherwise to the registered holder hereof a new Debenture in the form hereof for the balance of the principal amount of this Debenture.

Conversion and Redemption. (a) The LTIP Units principal amount of this Debenture plus all accrued but unpaid interest thereon are convertible, in whole or in part, at any time prior to Maturity into that number of shares (the "Conversion Shares") of the Maker's common stock, par value $.01 per share ("Common Stock") as is obtained by dividing the portion of the unpaid principal amount of the Debenture, and the portion of accrued but unpaid interest thereon, which is to be converted, by an amount equal to $.20 U.S. (the "Conversion Price"). Any portion of this Debenture may be partially converted and in case of such partial conversion, the Maker, upon surrender hereof, will deliver to the Holder a new Debenture representing the principal face value which has not been converted. Notwithstanding the foregoing in the event that the Corporation shall, on or prior to May 30, 1998, file a registration statement with the Securities and Exchange Commission (the "SEC") registering the the Conversion Shares underlying this Debenture (the "Registration Statement"), then any rights which the Debentureholder shall have had to convert this Debenture shall terminate as at the day immediately preceding the date of such filing (the "Filing Date"), in which case the Debentureholder shall be subject entitled to conversion and redemption in accordance with convert this Debenture, on the same terms and provisions of the Limited Partnership Agreement. Furthermoreas are set forth above, at any time prior to Maturity, in accordance with whole or in part at any time, and from time to time, during the Limited Partnership Agreementperiod commencing on the date immediately following the date that the Registration Statement is declared effective by the SEC. Notwithstanding the foregoing, in the event the Grantee’s Service Registration Statement is terminatednot declared effective within 120 days of the Filing Date or, if for any reason, the Company reserves Corporation shall withdraw the right at any time thereafter to convert vested LTIP units into an equal number of Class A Units Registration Statement, then upon demand of the Limited Partnership (as defined in the Limited Partnership Agreement)Debentureholder, and in addition, to redeem such Class A Units for Shares or cash, at the election of the Company. Upon any such a new conversion and redemption, this Agreement shall be fully satisfied, and the Company shall have no further obligation under the Agreement. Restrictions on Transfer You shall not, without the consent of the Company (which the Company may give or withhold in its sole discretion), sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any LTIP Units (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of LTIP Units to the Limited Partnership or the Company or to any Transfer by will or pursuant to the laws of descent and distribution. Investment Representation You hereby make the covenants, representations, and warranties set forth on Exhibit C attached hereto as of the date of acceptance of this Agreement and on each applicable vesting date, as determined in Exhibit B attached hereto. All of such covenants, warranties, and representations shall survive the execution and delivery of this Agreement by you. You period shall immediately notify the Limited Partnership upon discovering that any of the representations or warranties set forth on Exhibit C were false when made or have, as a result of changes in circumstances, become false. Registration You hereby acknowledge that the LTIP Units have not been registered under the Securities Act commence and that the LTIP Units cannot this Debenture shall thereupon be transferred by you other than convertible into Conversion Shares in accordance with the terms and conditions set forth in provisions of this Article 1(a). (b) Subject to the Planprovisions of Paragraph (a) of this Article 1, this Agreement, Debenture is convertible into shares of Common Stock at any time prior to Maturity at the conversion ratio described above in Article 1 (a) The Holder hereof shall have no conversion rights following payment in full of the principal and interest owed by the Limited Partnership Agreement andMaker to the Holder hereof. The conversion rights represented by this Debenture may be exercised, in whole or in part, by the Holder at any event, unless such transfer is registered under time within the Securities Act or an exemption from such registration is available. Neither period specified in this Article 1(b) by surrender of this Debenture for cancellation at the Company nor the Limited Partnership has made any agreements, covenants, or undertakings whatsoever to register the transfer principal executive office of the LTIP Units under the Securities Act. Neither the Company nor the Limited Partnership has made any representations, warranties, Maker (or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 at such other office or agency of the Securities Act (“Rule 144”Maker as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Maker), will together with the amount of applicable stock transfer taxes, if any. This Debenture shall be available. If an exemption under Rule 144 is available at all, it will not be available until all applicable terms and conditions of Rule 144 deemed to have been satisfied.converted, in whole or in part to the extent specified, immediately prior to the close of business on the date on which all of the applicable provisions of this Article 1

Conversion and Redemption. The LTIP Units shall be subject to conversion and redemption in accordance with the terms and provisions of the Limited Partnership Agreement. Furthermore, in accordance with the Limited Partnership Agreement, in the event the Grantee’s Service is terminated, the Company reserves the right at any time thereafter to convert vested LTIP units Units into an equal number of Class A Units of the Limited Partnership (as defined in the Limited Partnership Agreement)) as set forth in the Limited Partnership Agreement, subject to the limitations set forth therein, and in addition, to redeem any such Class A Units for Shares or cash, at the election of the Company. Upon any such conversion and redemption, this Agreement shall be fully satisfied, and the Company shall have no further obligation under the Agreement. Agreemen Restrictions on Transfer You shall not, without the consent of the Company (which the Company may give or withhold in its sole discretion), sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any LTIP Units (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of LTIP Units to the Limited Partnership or the Company or to any Transfer by will or pursuant to the laws of descent and distribution. In addition, during the one (1)-year period which begins as of the applicable vesting date of the LTIP Units, the LTIP Units which vested on such vesting date (and any Partnership Units, Shares, or other securities into which such LTIP Units may be converted) may not be Transferred, nor may the LTIP Units which vested on such vesting date (and any Partnership Units, Shares, or other securities into which such LTIP Units may be converted) be made subject to execution, attachment, or similar process; provided, however, that this Transfer Restriction (i) shall not prohibit the Grantee from exchanging or otherwise disposing of the LTIP Units (and any Partnership Units, Shares, or other securities into which such LTIP Units may be converted) in connection with a Corporate Transaction or other transaction in which LTIP Units or other securities held by other Limited Partners or Company shareholders, as applicable, are required to be exchanged or otherwise disposed; and (ii) shall cease to apply to your vested LTIP Units (and any Partnership Units, Shares, or other securities into which such LTIP Units may be converted) upon your termination of Service due to death or Disability. Investment Representation You hereby make the covenants, representations, and warranties set forth on Exhibit C B attached hereto as of the date of acceptance of this Agreement and on each applicable vesting date, as determined in Exhibit B attached heretoset forth above. All of such covenants, warranties, and representations shall survive the execution and delivery of this Agreement by you. You shall immediately notify the Limited Partnership upon discovering that any of the representations or warranties set forth on Exhibit C B were false when made or have, as a result of changes in circumstances, become false. fals Registration You hereby acknowledge that the LTIP Units have not been registered under the Securities Act and that the LTIP Units cannot be transferred by you other than in accordance with the terms and conditions set forth in the Plan, this Agreement, and the Limited Partnership Agreement and, in any event, unless such transfer is registered under the Securities Act or an exemption from such registration is available. Neither the Company nor the Limited Partnership has made any agreements, covenants, or undertakings whatsoever to register the transfer of the LTIP Units under the Securities Act. Neither the Company nor the Limited Partnership has made any representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act (“Rule 144”), will be available. If an exemption under Rule 144 is available at all, it will not be available until all applicable terms and conditions of Rule 144 have been satisfied.satisfi