Common use of Options Granted to Partnership Employees and Independent Directors Clause in Contracts

Options Granted to Partnership Employees and Independent Directors. If at any time or from time to time, in connection with a Stock Incentive Plan, a stock option (or other similar incentive exercisable by the recipient) granted to a Partnership Employee or an Independent Director is duly exercised: (a) the General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership in an amount equal to the exercise price paid to the General Partner by such exercising party in connection with the exercise of such stock option (or other similar incentive exercisable by the recipient); (b) on the date that the General Partner makes a capital contribution pursuant to Section 4.6.1(a) hereof, the General Partner shall be deemed to have contributed to the Partnership as a Capital Contribution, in consideration of an additional Limited Partner Interest (expressed in and as additional Common Units), an amount equal to the Value of a Common Share as of the date of exercise multiplied by the number of Common Shares then being issued in connection with the exercise of such stock option (or other similar incentive exercisable by the recipient); and (c) An equitable Percentage Interest adjustment shall be made in which the General Partner shall be treated as having made a cash contribution equal to the amount described in Section 4.6.1(b) hereof. (d) For purposes of this Section 4.6, in determining the Value of a Common Share, only the trading date immediately preceding the exercise of the relevant stock option (or other similar incentive exercisable by the recipient) under the Stock Incentive Plan shall be considered.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Pacific Office Properties Trust, Inc.), Limited Partnership Agreement (Pacific Office Properties Trust, Inc.), Limited Partnership Agreement (Arizona Land Income Corp)

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Options Granted to Partnership Employees and Independent Directors. If at any time or from time to time, in connection with a Stock Incentive Plan, a stock option (or other similar incentive exercisable by the recipient) granted to a Partnership Employee or an Independent Director is duly exercised: (a) the General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership in an amount equal to the exercise price paid to the General Partner by such exercising party in connection with the exercise of such stock option (or other similar incentive exercisable by the recipient); (b) on the date that the General Partner makes a capital contribution pursuant to Section 4.6.1(a4.6.1 (a) hereof, the General Partner shall be deemed to have contributed to the Partnership as a Capital Contribution, in consideration of an additional Limited General Partner Interest (expressed in and as additional Common Units), an amount equal to the Value of a Common Share as of the date of exercise multiplied by the number of Common Shares then being issued in connection with the exercise of such stock option (or other similar incentive exercisable by the recipient); and (c) An equitable Percentage Interest adjustment shall be made in which the General Partner shall be treated as having made a cash contribution equal to the amount described in Section 4.6.1(b4.6.1 (b) hereof. (d) For purposes of this Section 4.6, in determining the Value of a Common Share, only the trading date immediately preceding the exercise of the relevant stock option (or other similar incentive exercisable by the recipient) under the Stock Incentive Plan shall be considered.

Appears in 1 contract

Samples: Limited Partnership Agreement (Pacific Office Properties Trust, Inc.)

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