Common use of Options Granted to Partnership Employees Clause in Contracts

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted for stock in the General Partner to a Partnership Employee is duly exercised: (1) The General Partner shall sell to the Optionee, and the Optionee shall purchase from the General Partner, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (2) The General Partner shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the General Partner shall sell to such Partnership Subsidiary), and the Partnership (or such subsidiary, as applicable) shall purchase from the General Partner, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock option is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the Partnership Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Partner in connection with the exercise of such stock option. An equitable Percentage Interest adjustment shall be made as a result of such contribution.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted for stock in the General Partner REIT Shares to a Partnership Employee is duly exercised: (1) The General Partner shall sell to the Optionee, and the Optionee shall purchase from the General Partner, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (2) The General Partner shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, the General Partner shall sell to such Partnership SubsidiarySubsidiary of the Partnership), and the Partnership (or such subsidiary, as applicable) shall purchase from the General Partner, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock option is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership such Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Partner in connection with the exercise of such stock option. An equitable Percentage Interest adjustment shall be made as a result of such contribution.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted for stock in the General Partner REIT Shares to a Partnership Employee is duly exercised: (1) The General Partner shall sell to the Optionee, and the Optionee shall purchase from the General Partner, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (2) The General Partner shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the General Partner shall sell to such Partnership Subsidiary), and the Partnership (or such subsidiary, as applicable) shall purchase from the General Partner, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock option is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the Partnership Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Partner in connection with the exercise of such stock option. An equitable Percentage Interest adjustment shall be made as a result of such contribution.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted for stock in the General Partner REIT Common Shares to a Partnership Employee is duly exercised: (1) The General Partner MGP shall sell to the Optionee, and the Optionee shall purchase from the General PartnerMGP, for a cash price per share equal to the Fair Market Value of a REIT Class A Share at the time of the exercise, the number of REIT Common Shares equal to (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Fair Market Value of a REIT Class A Share at the time of such exercise. (2) The General Partner MGP shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, the General Partner MGP shall sell to such Partnership SubsidiarySubsidiary of the Partnership), and the Partnership (or such subsidiarySubsidiary, as applicable) shall purchase from the General PartnerMGP, a number of REIT Common Shares equal to (a) the number of REIT Common Shares as to which such stock option is being exercised less (b) the number of REIT Common Shares sold pursuant to Section 4.4.B(1) hereof). The purchase price per REIT Common Share for such sale of REIT Common Shares to the Partnership (or such subsidiary) shall be the Fair Market Value of a REIT Share as of the date of exercise of such stock option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership such Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Common Shares described in Section 4.4.B(2) hereof). (4) The General Partner MGP shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Partner MGP in connection with the exercise of such stock option. An equitable Percentage Interest adjustment shall be made as a result of such contribution.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted for stock in the General Partner REIT Shares to a Partnership Employee is duly exercised: (1) The General Partner shall sell to the Optionee, and the Optionee shall purchase from the General Partner, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (2) The General Partner shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the General Partner shall sell to such Partnership Subsidiary), and the Partnership (or such subsidiarySubsidiary, as applicable) shall purchase from the General Partner, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock option is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiarySubsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the Partnership Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Partner in connection with the exercise of such stock option. An equitable Percentage Interest adjustment The General Partner shall be made as a result receive for such Capital Contribution, Common Units in an amount equal to the number of REIT Shares for which such contributionoption was exercised divided by the Adjustment Factor then in effect.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted for stock in the General Partner REIT Shares to a Partnership Employee is duly exercised: (1) The General Special Limited Partner shall sell to the Optionee, and the Optionee shall purchase from the General Special Limited Partner, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to the number of REIT Shares the Optionee is entitled to receive pursuant to the exercise of the stock option multiplied by (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Value of the REIT Shares that the Optionee is entitled to receive. The purchase price per REIT Share for such sale of REIT Shares to the Optionee shall be the Value of a REIT Share at as of the time date of exercise of such exercisestock option. (2) The General Special Limited Partner shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, the General Special Limited Partner shall sell to such Partnership SubsidiarySubsidiary of the Partnership), and the Partnership (or such subsidiarySubsidiary, as applicable) shall purchase from the General Special Limited Partner, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock option is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership shall transfer to such Subsidiary and such Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The General Special Limited Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Special Limited Partner in connection with the exercise of such stock option. An equitable Percentage Interest adjustment In consideration of such Capital Contribution, the Special Limited Partner shall be made as issued a result number of such contributionCommon Units equal to the total number of REIT Shares described in Sections 4.4.B(1) and 4.4.B(2) divided by the Adjustment Factor then in effect.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted for stock in the General Partner REIT Shares to a Partnership Employee is duly exercised: (1) The General Partner shall sell to the Optionee, and the Optionee shall purchase from the General Partner, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (2) The General Partner shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the General Partner shall sell to such Partnership Subsidiary), and the Partnership (or such subsidiarySubsidiary, as applicable) shall purchase from the General Partner, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock option is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the Partnership Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Partner in connection with the exercise of such stock option. An equitable Percentage Interest adjustment The General Partner shall be made as a result receive for such Capital Contribution, Common Units in an amount equal to the number of REIT Shares for which such contributionoption was exercised divided by the Adjustment Factor then in effect.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted for stock in the General Partner to a Partnership Employee is duly exercised: (1) The General Partner shall sell to the Optionee, and the Optionee shall purchase from the General Partner, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (2) The General Partner shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the General Partner shall sell to such Partnership Subsidiary), and the Partnership (or such subsidiary, as applicable) shall purchase from the General Partner, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock option is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock option.. LA\4346025.7 (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the Partnership Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Partner in connection with the exercise of such stock option. An equitable Percentage Interest adjustment shall be made as a result of such contribution.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted for stock in the General Partner REIT Shares to a Partnership Employee is duly exercised: (1) The General Partner IMC REIT shall sell to the Optionee, and the Optionee shall purchase from the General PartnerIMC REIT, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (2) The General Partner IMC REIT shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the General Partner shall sell to such Partnership Subsidiary), and the Partnership (or such subsidiarySubsidiary, as applicable) shall purchase from the General PartnerIMC REIT, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock option is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiarySubsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the Partnership Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The General Partner IMC REIT shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Partner IMC REIT in connection with the exercise of such stock option. An equitable Percentage Interest adjustment IMC REIT shall be made as a result receive for such Capital Contribution, Common Units in an amount equal to the number of REIT Shares for which such contributionoption was exercised divided by the Adjustment Factor then in effect.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock an option to purchase REIT Shares granted for stock in the General Partner to a Partnership Employee is duly exercised: (1) The General Special Limited Partner shall sell to the Optionee, and the Optionee shall purchase from the General Special Limited Partner, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (2) The General Special Limited Partner shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the General Special Limited Partner shall sell to such Partnership Subsidiary), and the Partnership (or such subsidiarySubsidiary, as applicable) shall purchase from the General Special Limited Partner, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock option is being exercised exercised, less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiarySubsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the Partnership Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The General Special Limited Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Special Limited Partner in connection with the exercise of such stock option. An equitable Percentage Interest adjustment The Special Limited Partner shall be made as a result receive for such Capital Contribution, Partnership Common Units in an amount equal to the number of REIT Shares for which such contributionoption was exercised divided by the Adjustment Factor then in effect.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any the Previous General Partner's Stock Option PlanPlans, a stock option granted for stock in the General Partner to a Partnership Employee is duly exercised: (1) The General Partner shall cause the Previous General Partner to sell to the Partnership, and the Partnership shall purchase from the Previous General Partner, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Partnership shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Partnership shall sell to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall sell to such Partnership Subsidiary, which in turn shall sell to the Optionee, and the Optionee shall purchase from the General Partner), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable paid to the Previous General Partner by the Optionee exercising party in connection with the exercise of such stock option divided by DIVIDED BY (b) the Value of a REIT Share at the time of such exercise. (2) The General Partner shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the General Partner shall sell to such Partnership Subsidiary), and the Partnership (or such subsidiary, as applicable) shall purchase from the General Partner, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock option is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the Partnership Subsidiary shall transfer to such Partnership Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof LESS the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The General Special Limited Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Previous General Partner, the General Partner or the Special Limited Partner in connection with the exercise of such stock option. An equitable Percentage Interest adjustment shall be made in which the Special Limited Partner shall be treated as having made a result of such contributioncash contribution equal to the amount described in Section 4.4.B(1) hereof.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted for stock in the General Partner to a Partnership Employee is duly exercised: (1) The General Partner shall sell to the Optionee, and the Optionee shall purchase from the General Partner, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (2) The General Partner shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the General Partner shall sell to such Partnership Subsidiary), and the Partnership (or such subsidiary, as applicable) shall purchase from the General Partner, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock option is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock option.. LA\4346025.6 (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership Subsidiary, the Partnership Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Partner in connection with the exercise of such stock option. An equitable Percentage Interest adjustment shall be made as a result of such contribution.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Share Option Plan, a stock share option granted for stock in the General Partner REIT Shares to a Partnership Employee is duly exercised: (1) The General Partner shall sell to the Optionee, and the Optionee shall purchase from the General Partner, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable by the Optionee in connection with the exercise of such stock share option divided by (b) the Value of a REIT Share at the time of such exercise. (2) The General Partner shall sell to the Partnership (or if the Optionee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, the General Partner shall sell to such Partnership SubsidiarySubsidiary of the Partnership), and the Partnership (or such subsidiarySubsidiary, as applicable) shall purchase from the General Partner, a number of REIT Shares equal to (a) the number of REIT Shares as to which such stock share option is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof). The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiarySubsidiary) shall be the Value of a REIT Share as of the date of exercise of such stock share option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership such Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares described in Section 4.4.B(2) hereof). (4) The General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the General Partner in connection with the exercise of such stock share option. An equitable Percentage Interest adjustment shall be made as a result of such contribution.