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 over shares of Class A Common Stock to a Partnership Employee is duly exercised, solely for U.S. federal (and applicable state and local) income tax purposes, the following transactions shall be deemed to have occurred: (i) The Corporation shall have sold to the Optionee, and the Optionee shall have purchased from the Corporation, the number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock as to which such stock option is exercised multiplied by the following: (x) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (y) the Value of a share of Class A Common Stock at the time of such exercise. (ii) The Corporation shall have sold to the Partnership (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Corporation shall sell to such Subsidiary), and the Partnership (or such Subsidiary, as applicable) shall have purchased from the Corporation, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such stock option is being exercised over (y) the number of shares of Class A Common Stock sold pursuant to Section 3.10(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Partnership (or such Subsidiary) shall be the Value of a share of Class A Common Stock as of the date of exercise of such stock option. (iii) The Partnership shall have transfered to the Optionee (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Subsidiary shall have transferred to the Optionee) at no additional cost to such Partnership Employee and as additional compensation to such Partnership Employee, the number of shares of Class A Common Stock described in Section 3.10(b)(ii). (iv) The Corporation shall have contributed any amounts deemed received by the Corporation pursuant to Section 3.10(b)(i) and any amount deemed to be received by the Partnership pursuant to Section 3.10(b)(ii) in connection with the exercise of such stock option. The transactions described in this Section 3.10(b) are intended to comply with the provisions of Treasury Regulations Section 1.1032-3 and shall be interpreted consistently therewith.

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 over for shares of Class A Common Stock to a Partnership Employee is duly exercised, solely for U.S. federal (and applicable state and local) income tax purposes, the following transactions shall be deemed to have occurred: (i) The Corporation shall have sold sell to the Optionee, and the Optionee shall have purchased purchase from the Corporation, the number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock as to which such stock option is being exercised multiplied by the following: (x) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (y) the Value of a share of Class A Common Stock at the time of such exercise. (ii) The Corporation shall have sold sell to the Partnership (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Corporation shall sell to such Subsidiary), and the Partnership (or such Subsidiary, as applicable) shall have purchased purchase from the Corporation, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such stock option is being exercised over (y) the number of shares of Class A Common Stock sold pursuant to Section 3.10(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Partnership (or such Subsidiary) shall be the Value of a share of Class A Common Stock as of the date of exercise of such stock option. (iii) The Partnership shall have transfered transfer to the Optionee (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Subsidiary shall have transferred transfer to the Optionee) at no additional cost to such Partnership Employee and as additional compensation to such Partnership Employee, the number of shares of Class A Common Stock described in Section 3.10(b)(ii). (iv) The Corporation shall be deemed to have contributed any amounts deemed received by the Corporation pursuant to Section 3.10(b)(i) and any amount deemed to be received by the Partnership pursuant to Section 3.10(b)(ii) in connection with the exercise of such stock option. The transactions described in this Section 3.10(b) are intended to comply with the provisions of Treasury Regulations Section 1.1032-3 and shall be interpreted consistently therewith.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Equity Plan, a stock option granted over shares of Class A Common Stock for REIT Shares to a Partnership Employee is duly exercised, solely for U.S. federal (and applicable state and local) income tax purposes, the following transactions shall be deemed to have occurred: (i1) The Corporation VICI REIT shall have sold sell to the Optionee, and the Optionee shall have purchased purchase from the CorporationVICI REIT, the a number of shares of Class A Common Stock REIT Shares equal to the number of shares REIT Shares the Optionee is entitled to receive pursuant to the exercise of Class A Common Stock as to which such the stock option is exercised multiplied by the following: (xa) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (yb) 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 share REIT Share as of Class A Common Stock at the time date of exercise of such exercisestock option. (ii2) The Corporation VICI REIT shall have sold sell to the Partnership (or, or if the Optionee is an employee of, or other service provider toof a Subsidiary of the Partnership, a Subsidiary, the Corporation VICI REIT shall sell to such SubsidiarySubsidiary of the Partnership), and the Partnership (or such Subsidiary, as applicable) shall have purchased purchase from the CorporationVICI REIT, a number of shares of Class A Common Stock REIT Shares equal to the excess of (xa) the number of shares of Class A Common Stock REIT Shares as to which such stock option is being exercised over less (yb) the number of shares of Class A Common Stock REIT Shares sold pursuant to Section 3.10(b)(i4.4.B(1) hereof. The purchase price per share of Class A Common Stock REIT Share for such sale of shares of Class A Common Stock REIT Shares to the Partnership (or such Subsidiarysubsidiary) shall be the Value of a share of Class A Common Stock REIT Share as of the date of exercise of such stock option. (iii3) The Partnership shall have transfered transfer to the Optionee (or, or if the Optionee is an employee of, or other service provider to, of a SubsidiarySubsidiary of the Partnership, the Partnership shall transfer to such Subsidiary and such Subsidiary shall have transferred transfer to the Optionee) at no additional cost to such Partnership Employee and cost, as additional compensation to such Partnership Employeecompensation, the number of shares of Class A Common Stock REIT Shares described in Section 3.10(b)(ii)4.4.B(2) hereof. (iv4) The Corporation shall have contributed any amounts deemed received by the Corporation pursuant VICI REIT shall, as soon as practicable after such exercise, make a Capital Contribution to Section 3.10(b)(i) and any amount deemed to be received by the Partnership pursuant of an amount equal to Section 3.10(b)(iiall proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by VICI REIT in connection with the exercise of such stock option. The transactions In consideration of such Capital Contribution, VICI REIT shall be issued a number of Common Units equal to the total number of REIT Shares described in this Section 3.10(bSections 4.4.B(1) are intended to comply with and 4.4.B(2) divided by the provisions of Treasury Regulations Section 1.1032-3 and shall be interpreted consistently therewithAdjustment 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 over shares of Class A Common Stock to a Partnership Employee is duly exercised, solely for U.S. federal (and applicable state and local) income tax purposes, the following transactions shall be deemed to have occurred: (i) The Corporation shall have sold sell to the Optionee, and the Optionee shall have purchased purchase from the Corporation, the number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock as to which such stock option is being exercised multiplied by the following: (x) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (y) the Value of a share of Class A Common Stock at the time of such exercise. (ii) The Corporation shall have sold sell to the Partnership (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Corporation shall sell to such Subsidiary), and the Partnership (or such Subsidiary, as applicable) shall have purchased purchase from the Corporation, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such stock option is being exercised over (y) the number of shares of Class A Common Stock sold pursuant to Section 3.10(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Partnership (or such Subsidiary) shall be the Value of a share of Class A Common Stock as of the date of exercise of such stock option. (iii) The Partnership shall have transfered transfer to the Optionee (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Subsidiary shall have transferred transfer to the Optionee) at no additional cost to such Partnership Employee and as additional compensation to such Partnership Employee, the number of shares of Class A Common Stock described in Section 3.10(b)(ii). (iv) The Corporation shall be deemed to have contributed any amounts deemed received by the Corporation pursuant to Section 3.10(b)(i) and any amount deemed to be received by the Partnership pursuant to Section 3.10(b)(ii) in connection with the exercise of such stock option. The transactions described in this Section 3.10(b) are intended to comply with the provisions of Treasury Regulations Section 1.1032-3 and shall be interpreted consistently therewith.

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 over for shares of Class A Common Stock to a Partnership Employee is duly exercised, solely for U.S. federal (and applicable state and local) income tax purposes, the following transactions shall be deemed to have occurred: (i) The Corporation shall have sold sell to the Optionee, and the Optionee shall have purchased purchase from the Corporation, the number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock as to which such stock option is being exercised multiplied by the following: (x) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (y) the Value of a share of Class A Common Stock at the time of such exercise. (ii) The Corporation shall have sold sell to the Partnership (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Corporation shall sell to such Subsidiary), and the Partnership (or such Subsidiary, as applicable) shall have purchased purchase from the Corporation, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such stock option is being exercised over (y) the number of shares of Class A Common Stock sold pursuant to Section 3.10(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Partnership (or such Subsidiary) shall be the Value of a share of Class A Common Stock as of the date of exercise of such stock option. (iii) The Partnership shall have transfered transfer to the Optionee (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Subsidiary shall have transferred transfer to the Optionee) at no additional cost to such Partnership Employee and as additional compensation to such Partnership Employee, the number of shares of Class A Common Stock described in Section 3.10(b)(ii). (iv) The Corporation shall be deemed to have contributed any amounts deemed received by the Corporation pursuant to Section 3.10(b)(i) and any amount deemed to be received by the Partnership pursuant to Section 3.10(b)(ii) in connection with the exercise of such stock option. The transactions described in this Section 3.10(b) are intended to comply with the provisions of Treasury Regulations Section 1.1032-3 and shall be interpreted consistently therewith.

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 over shares of Class A Common Stock to a Partnership Employee is duly exercised, solely for U.S. federal (and applicable state and local) income tax purposes, the following transactions shall be deemed to have occurred: (i) The Corporation shall have sold sell to the Optionee, and the Optionee shall have purchased purchase from the Corporation, the number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock as to which such stock option is being exercised multiplied by the following: (xA) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (yB) the Value of a share of Class A Common Stock at the time of such exercise. (ii) The Corporation shall have sold sell to the Partnership (or, if the Optionee is an employee of, or other service provider to, a SubsidiarySubsidiary of the Partnership, the Corporation shall sell to such Subsidiary), and the Partnership (or such Subsidiary, as applicable) shall have purchased purchase from the Corporation, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such stock option is being exercised over (y) the number of shares of Class A Common Stock sold pursuant to Section 3.10(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Partnership (or such Subsidiary) shall be the Value of a share of Class A Common Stock as of the date of exercise of such stock option. (iii) The Partnership shall have transfered transfer to the Optionee (or, if the Optionee is an employee of, or other service provider to, a SubsidiarySubsidiary of the Partnership, the Subsidiary shall have transferred transfer to the Optionee) at no additional cost to such Partnership Employee and as additional compensation to such Partnership Employee, the number of shares of Class A Common Stock described in Section 3.10(b)(ii). (iv) The Corporation shall be deemed to have contributed to the Partnership any amounts deemed to be received by the Corporation from the Optionee pursuant to Section 3.10(b)(i) and any amount deemed to be received by the Corporation from the Partnership pursuant to Section 3.10(b)(ii) in connection with the exercise of such stock option. The transactions described in this Section 3.10(b) are intended to comply with the provisions of Treasury Regulations Section 1.1032-3 and shall be interpreted consistently therewith.

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 over shares of Class A Common Stock to a Partnership Employee is duly exercised, solely for U.S. federal (and applicable state and local) income tax purposespm-poses, the following transactions shall be deemed to have occurred: (i) The Corporation shall have sold to the Optionee, and the Optionee shall have purchased from the Corporation, the number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock as to which such stock option is exercised multiplied by the following: (x) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (y) the Value of a share of Class A Common Stock at the time of such exercise. (ii) The Corporation shall have sold to the Partnership (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Corporation shall sell to such Subsidiary), and the Partnership (or such Subsidiary, as applicable) shall have purchased from the Corporation, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such stock option is being exercised over (y) the number of shares of Class A Common Stock sold pursuant to Section 3.10(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Partnership (or such Subsidiary) shall be the Value of a share of Class A Common Stock as of the date of exercise of such stock option. (iii) The Partnership shall have transfered transferred to the Optionee (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Subsidiary shall have transferred to the Optionee) at no additional cost to such Partnership Employee and as additional compensation to such Partnership Employee, the number of shares of Class A Common Stock described in Section 3.10(b)(ii). (iv) The Corporation shall have contributed any amounts deemed received by the Corporation pursuant to Section 3.10(b)(i) and any amount deemed to be received by the Partnership pursuant to Section 3.10(b)(ii) in connection with the exercise of such stock option. The transactions described in this Section 3.10(b) are intended to comply with the provisions of Treasury Regulations Section 1.1032-3 and shall be interpreted consistently therewith.

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 over shares of Class A Common Stock to a Partnership Employee is duly exercised, solely for U.S. federal (and applicable state and local) income tax purposes, the following transactions shall be deemed to have occurred: (i) The Corporation shall have sold sell to the Optionee, and the Optionee shall have purchased purchase from the Corporation, the number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock as to which such stock option is being exercised multiplied by the following: (xA) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (yB) the Value of a share of Class A Common Stock at the time of such exercise. (ii) The Corporation shall have sold sell to the Partnership (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Corporation shall sell to such Subsidiary), and the Partnership (or such Subsidiary, as applicable) shall have purchased purchase from the Corporation, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such stock option is being exercised over (y) the number of shares of Class A Common Stock sold pursuant to Section 3.10(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Partnership (or such Subsidiary) shall be the Value of a share of Class A Common Stock as of the date of exercise of such stock option. (iii) The Partnership shall have transfered transfer to the Optionee (or, if the Optionee is an employee of, or other service provider to, a Subsidiary, the Subsidiary shall have transferred transfer to the Optionee) at no additional cost to such Partnership Employee and as additional compensation to such Partnership Employee, the number of shares of Class A Common Stock described in Section 3.10(b)(ii). (iv) The Corporation shall be deemed to have contributed any amounts deemed received by the Corporation pursuant to Section 3.10(b)(i) and any amount deemed to be received by the Partnership pursuant to Section 3.10(b)(ii) in connection with the exercise of such stock option. The transactions described in this Section 3.10(b) are intended to comply with the provisions of Treasury Regulations Section 1.1032-3 and shall be interpreted consistently therewith.

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 granted over to purchase shares of Class A Common Stock that was granted under any Stock Option Plan to an employee of the Partnership or its Subsidiaries (a Partnership Employee “Stock Option”) is duly exercised, solely for U.S. federal (and applicable state and local) income tax purposes, the following transactions shall be deemed to have occurred: (i) The For each share of Class A Common Stock with respect to which the Stock Option is exercised, the Corporation shall be considered to have sold to the Optionee, and the Optionee shall be considered to have purchased from the Corporation, for a cash price per share equal to the value of a share of Class A Common Stock at the time of the exercise, a number of shares of Class A Common Stock equal to the number quotient of shares of Class A Common Stock as to which such stock option is exercised multiplied by the following: (x) the per share exercise price payable by the Optionee in connection with the exercise of such stock option Stock Option divided by (y) the Value value of a share of Class A Common Stock at the time of such exerciseexercise (provided, that if such Stock Option is exercised on a cashless basis, no such shares of Class A Common Stock shall be considered to have been purchased by the Optionee pursuant to this clause (i)). (ii) The Corporation shall be considered to have sold to the Partnership (or, or if the Optionee is an employee of, or other service provider to, a SubsidiarySubsidiary of the Partnership, the Corporation shall sell be considered to have sold to such Subsidiary), and the Partnership (or such Subsidiary, as applicable) shall be considered to have purchased from the Corporation, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such stock option Stock Option is being exercised over (y) the number of shares of Class A Common Stock sold to the Optionee pursuant to Section 3.10(b)(i3.12(a)(i) hereofhereof (provided, that if such Stock Option is exercised on a cashless basis, the Corporation shall be considered to have sold to the Partnership (or an applicable Subsidiary of the Partnership) the number of shares of Class A Common Stock into which such Stock Option is settled on a cashless basis). The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Partnership (or such Subsidiary) shall be the Value value of a share of Class A Common Stock as of the date of exercise of such stock optionStock Option. (iii) The Partnership shall have transfered transfer to the Optionee (or, or if the Optionee is an employee of, or other service provider to, a Partnership Subsidiary, the Subsidiary shall have transferred transfer to the Optionee) at no additional cost to such Partnership Employee Optionee and as additional compensation to such Partnership EmployeeOptionee, the number of shares of Class A Common Stock described in Section 3.10(b)(ii3.12(a)(ii). (iv) The Corporation shall be considered to have contributed any amounts deemed made a Capital Contribution to the Partnership (via CF Intermediate) in an amount equal to all proceeds received by the Corporation pursuant to Section 3.10(b)(i) and any amount deemed to be received by the Partnership pursuant to Section 3.10(b)(ii) in connection with the exercise of such stock optionStock Option. The transactions described in this Section 3.10(b) are intended Corporation shall receive for such Capital Contribution, a number of Common Units equal to comply with the provisions number of Treasury Regulations Section 1.1032-3 and shall be interpreted consistently therewithshares of Class A Common Stock for which such Stock Option was exercised (or, if such Stock Option is exercised on a cashless basis, the number of shares of Class A Common Stock into which such Stock Option is settled on a cashless basis).

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Equity Incentive Plan, a stock option granted over shares of Class A for Common Stock REIT Shares to a Partnership Employee is duly exercised, solely for U.S. federal (and applicable state and local) income tax purposes, the following transactions shall be deemed to have occurred: (i) The Corporation Parent shall have sold sell to the Optionee, and the Optionee shall have purchased purchase from Parent, for a cash price per share equal to the CorporationValue of a Common REIT Share at the time of the exercise, the number of shares of Class A Common Stock REIT Shares equal to the number of shares of Class A Common Stock as to which such stock option is exercised multiplied by the following: (xa) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (yb) the Value of a share of Class A Common Stock REIT Share at the time of such exercise.; (ii) The Corporation Parent shall have sold sell to the Partnership (or, or if the Optionee is an employee of, or other service provider toof a Subsidiary of the Partnership, a Subsidiary, the Corporation Parent shall sell to such SubsidiarySubsidiary of the Partnership), and the Partnership (or such Subsidiary, as applicable) shall have purchased purchase from the CorporationParent, a number of shares of Class A Common Stock REIT Shares equal to the excess of (xa) the number of shares of Class A Common Stock REIT Shares as to which such stock option is being exercised over less (yb) the number of shares of Class A Common Stock REIT Shares sold pursuant to Section 3.10(b)(i) hereof4.05(b)(i). The purchase price per share of Class A Common Stock REIT Share for such sale of shares of Class A Common Stock REIT Shares to the Partnership (or such Subsidiarysubsidiary) shall be the Value of a share of Class A Common Stock as of the date of exercise of such stock option.; (iii) The Partnership shall have transfered transfer to the Optionee (or, or if the Optionee is an employee of, or other service provider toof a Subsidiary of the Partnership, a Subsidiary, the such Subsidiary shall have transferred transfer to the Optionee) at no additional cost to such Partnership Employee and cost, as additional compensation to such Partnership Employeecompensation, the number of shares of Class A Common Stock REIT Shares described in Section 3.10(b)(ii4.05(b)(ii).; and (iv) The Corporation shall have contributed any amounts deemed received by the Corporation pursuant Parent shall, as soon as practicable after such exercise, make a Capital Contribution to Section 3.10(b)(i) and any amount deemed to be received by the Partnership pursuant of an amount equal to Section 3.10(b)(iiall proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by Parent in connection with the exercise of such stock option. The transactions described in this Section 3.10(b) are intended to comply with the provisions An equitable issuance of Treasury Regulations Section 1.1032-3 OP Units and Percentage Interest adjustment shall be interpreted consistently therewithmade 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 over shares of Class A Common Stock for REIT Shares to a Partnership Employee is duly exercised, solely for U.S. federal (and applicable state and local) income tax purposes, the following transactions shall be deemed to have occurred: (i) The Corporation General Partner shall have sold sell to the Optionee, and the Optionee shall have purchased purchase from the CorporationGeneral Partner, the a number of shares of Class A Common Stock REIT Shares equal to the number of shares REIT Shares the Optionee is entitled to receive pursuant to the exercise of Class A Common Stock as to which such the stock option is exercised multiplied by the following: (xA) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (yB) 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 share REIT Share as of Class A Common Stock at the time date of exercise of such exercisestock option. (ii) The Corporation General Partner shall have sold sell to the Partnership (or, or if the Optionee is an employee of, or other service provider to, of a SubsidiarySubsidiary of the Partnership, the Corporation General Partner shall sell to such SubsidiarySubsidiary of the Partnership), and the Partnership (or such Subsidiary, as applicable) shall have purchased purchase from the CorporationGeneral Partner, a number of shares of Class A Common Stock REIT Shares equal to the excess of (xA) the number of shares of Class A Common Stock REIT Shares as to which such stock option is being exercised over less (yB) the number of shares of Class A Common Stock REIT Shares sold pursuant to Section 3.10(b)(i4.4(b)(i) hereof. The purchase price per share of Class A Common Stock REIT Share for such sale of shares of Class A Common Stock REIT Shares to the Partnership (or such Subsidiarysubsidiary) shall be the Value of a share of Class A Common Stock REIT Share as of the date of exercise of such stock option. (iii) The Partnership shall have transfered transfer to the Optionee (or, or if the Optionee is an employee of, or other service provider to, of a SubsidiarySubsidiary of the Partnership, the Partnership shall transfer to such Subsidiary and such Subsidiary shall have transferred transfer to the Optionee) at no additional cost to such Partnership Employee and cost, as additional compensation to such Partnership Employeecompensation, the number of shares of Class A Common Stock REIT Shares described in Section 3.10(b)(ii)4.4(b)(ii) hereof. (iv) The Corporation shall have contributed 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 amounts deemed received payment in respect of payroll taxes or other withholdings) by the Corporation pursuant to Section 3.10(b)(i) and any amount deemed to be received by the Partnership pursuant to Section 3.10(b)(ii) General Partner in connection with the exercise of such stock option. The transactions In consideration of such Capital Contribution, the General Partner shall be issued a number of Common Units equal to the total number of REIT Shares described in this Section 3.10(bSections 4.4(b)(i) are intended to comply with and 4.4(b)(ii) divided by the provisions of Treasury Regulations Section 1.1032-3 and shall be interpreted consistently therewithAdjustment Factor then in effect.