Common use of Other Equity Compensation Plans Clause in Contracts

Other Equity Compensation Plans. A. The Partnership may adopt a compensation plan for its employees, agents or consultants pursuant to which the Partnership may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants upon such terns and conditions as may be deemed necessary or appropriate by the General Partner. B. The Management Company may adopt a compensation plan for its employees, agents or consultants pursuant to which the Management Company may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants. The Partnership may sell Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights) to the Management Company for delivery to its employees, agents or consultants. The price at which the Partnership shall sell such Partnership Interests to the Management Company shall be the fair market value of such Partnership Interests, as determined by the General Partner in its reasonable discretion. C. Upon any admission of an employee, agent or consultant of the Partnership or the Management Company as an additional Limited Partner (an "Employee Limited Partner") pursuant to Section 4.7.A or 4.7.B above, the Partnership Interests of the other Partners shall be diluted, on a pro rata basis, in proportion to their respective Partnership Interests, to reflect the admission of the Employee Limited Partner. Notwithstanding the foregoing, the Partnership Interest of the General Partner shall not be diluted upon the admission of the Employee Limited Partner; any dilution that would otherwise occur with respect to the Partnership Interest of the General Partner in accordance with the terms of the preceding sentence shall be allocated instead to Crescent Equities. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Employee Limited Partner. D. In addition to the compensation plans described in Sections 4.6, 4.7.A and 4.7.B hereof, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans or other incentive compensation plans (including, without limitation, plans granting REIT Shares or options to purchase REIT Shares, plans granting Partnership Interests (including Partnership Units) or options to purchase Partnership Interests (including Partnership Units), "phantom" equity plans or other plans in which compensation is tied to revenue or income amounts, or based on increases in the market value of equity ownership interests) for the benefit of employees, agents or consultants of any member of the Crescent Group, the Partnership, the Management Company, the Subsidiary Development Corporation(s) or any Affiliate of the foregoing in respect of services performed, directly or indirectly, for the benefit of the Crescent Group, the Partnership, the Management Company or the Subsidiary Development Corporation(s). E. Notwithstanding anything to the contrary contained above in this Section 4.7, upon any admission of an Employee Limited Partner pursuant to Section 4.7.A or 4.7.B above: (1) If the admission is made in connection with a grant of Partnership Units to an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the grant of the Partnership Units is made, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "closing price," as such term is defined in the definition of the term "Value" in Article I hereof, of a REIT Share on the - 25 - date on which the grant of Partnership Units is made) and (b) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.3, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the grant of Partnership Units is made. (2) If the admission is made in connection with the exercise of an option to purchase Partnership Units by an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the option to purchase Partnership Units is exercised, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "closing price," as such term is defined in the definition of the term "Value" in Article I hereof, of a REIT Share on the date on which the option to purchase Partnership Units is exercised) and (b) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.3, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the option to purchase Partnership Units is exercised.

Other Equity Compensation Plans. A. The Partnership may adopt a compensation plan for its employees, agents or consultants pursuant to which the Partnership may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants upon such terns terms and conditions as may be deemed necessary or appropriate by the General Partner. B. The Management Company may adopt a compensation plan for its employees, agents or consultants pursuant to which the Management Company may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants. The Partnership may sell Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights) to the Management Company for delivery to its employees, agents or consultants. The price at which the Partnership shall sell such Partnership Interests to the Management Company shall be the fair market value of such Partnership Interests, as determined by the General Partner in its reasonable discretion. C. Upon any admission of an employee, agent or consultant of the Partnership or the Management Company as an additional Limited Partner (an "Employee Limited Partner") pursuant to Section 4.7.A or 4.7.B above, the Partnership Interests of the other Partners shall be diluted, on a pro rata basis, in proportion to their respective Partnership Interests, to reflect the admission of the Employee Limited Partner. Notwithstanding the foregoing, the Partnership Interest of the General Partner shall not be diluted upon the admission of the Employee Limited Partner; any dilution that would otherwise occur with respect to the Partnership Interest of the -28- General Partner in accordance with the terms of the preceding sentence shall be allocated instead to Crescent Equities. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Employee Limited Partner. D. In addition to the compensation plans described in Sections 4.6, 4.7.A and 4.7.B hereof, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans or other incentive compensation plans (including, without limitation, plans granting REIT Shares or options to purchase REIT Shares, plans granting Partnership Interests (including Partnership Units) or options to purchase Partnership Interests (including Partnership Units), "phantom" equity plans or other plans in which compensation is tied to revenue or income amounts, or based on increases in the market value of equity ownership interests) for the benefit of employees, agents or consultants of any member of the Crescent Group, the Partnership, the Management Company, the Subsidiary Development Corporation(s) or any Affiliate of the foregoing in respect of services performed, directly or indirectly, for the benefit of the Crescent Group, the Partnership, the Management Company or the Subsidiary Development Corporation(s). E. Notwithstanding anything to the contrary contained above in this Section 4.7, upon any admission of an Employee Limited Partner pursuant to Section 4.7.A or 4.7.B above: (1) If the admission is made in connection with a grant of Partnership Units to an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the grant of the Partnership Units is made, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "closing price," as such term is defined in the definition of the term "Value" in Article I hereof, of a REIT Share on the - 25 - date on which the grant of Partnership Units is made) and (b) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.3, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the grant of Partnership Units is made. (2) If the admission is made in connection with the exercise of an option to purchase Partnership Units by an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the option to purchase Partnership Units is exercised, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "closing price," as such term is defined in the definition of the term "Value" in Article I hereof, of a REIT Share on the date on which the option to purchase Partnership Units is exercised) and (b) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.3, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the option to purchase Partnership Units is exercised.

Other Equity Compensation Plans. A. The Partnership may adopt a compensation plan for its employees, agents or consultants pursuant to which the Partnership may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants upon such terns and conditions as may be deemed necessary or appropriate by the General Partner. B. The Management Company may adopt a compensation plan for its employees, agents or consultants pursuant to which the Management Company may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants. The Partnership may sell Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights) to the Management Company for delivery to its employees, agents or consultants. The price at which the Partnership shall sell such Partnership Interests to the Management Company shall be the fair market value of such Partnership Interests, as determined by the General Partner in its reasonable discretion. C. Upon any admission of an employee, agent or consultant of the Partnership or the Management Company as an additional Limited Partner (an "“Employee Limited Partner"”) pursuant to Section 4.7.A or 4.7.B above, the Partnership Interests of the other Partners shall be diluted, on a pro rata basis, in proportion to their respective Partnership Interests, to reflect the admission of the Employee Limited Partner. Notwithstanding the foregoing, the Partnership Interest of the General Partner shall not be diluted upon the admission of the Employee Limited Partner; any dilution that would otherwise occur with respect to the Partnership Interest of the General Partner in accordance with the terms of the preceding sentence shall be allocated instead to Crescent Equities. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Employee Limited Partner. D. In addition to the compensation plans described in Sections 4.6, 4.7.A and 4.7.B hereof, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans or other incentive compensation plans (including, without limitation, plans granting REIT Shares or options to purchase REIT Shares, plans granting Partnership Interests (including Partnership Units) or options to purchase Partnership Interests (including Partnership Units), "“phantom" ” equity plans or other plans in which compensation is tied to revenue or income amounts, or based on increases in the market value of equity ownership interests) for the benefit of employees, agents or consultants of any member of the Crescent Group, the Partnership, the Management Company, the Subsidiary Development Corporation(s) or any Affiliate of the foregoing in respect of services performed, directly or indirectly, for the benefit of the Crescent Group, the Partnership, the Management Company or the Subsidiary Development Corporation(s). E. Notwithstanding anything to the contrary contained above in this Section 4.7, upon any admission of an Employee Limited Partner pursuant to Section 4.7.A or 4.7.B above: (1) If the admission is made in connection with a grant of Partnership Units to an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the grant of the Partnership Units is made, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "“closing price," ” as such term is defined in the definition of the term "“Value" ” in Article I hereof, of a REIT Share on the - 25 - date on which the grant of Partnership Units is made) and (b) the General Partner's ’s Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "“Deemed Value of the Partnership" ” and the "“Deemed Partnership Interest Value" ” under Section 4.3, the "“Value" ” of a REIT Share shall be the "“closing price" ” (as such term is defined in the definition of the term "“Value" ” in Article I hereof) of a REIT Share as of the date on which the grant of Partnership Units is made. (2) If the admission is made in connection with the exercise of an option to purchase Partnership Units by an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the option to purchase Partnership Units is exercised, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "“closing price," ” as such term is defined in the definition of the term "“Value" ” in Article I hereof, of a REIT Share on the date on which the option to purchase Partnership Units is exercised) and (b) the General Partner's ’s Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "“Deemed Value of the Partnership" ” and the "“Deemed Partnership Interest Value" ” under Section 4.3, the "“Value" ” of a REIT Share shall be the "“closing price" ” (as such term is defined in the definition of the term "“Value" ” in Article I hereof) of a REIT Share as of the date on which the option to purchase Partnership Units is exercised.

Other Equity Compensation Plans. A. The Partnership may adopt a compensation plan for its employees, agents or consultants pursuant to which the Partnership may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants upon such terns terms and conditions as may be deemed necessary or appropriate by the General Partner. B. The Management Company may adopt a compensation plan for its employees, agents or consultants pursuant to which the Management Company may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants. The Partnership may sell Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights) to the Management Company for delivery to its employees, agents or consultants. The price at which the Partnership shall sell such Partnership Interests to the Management Company shall be the fair market value of such Partnership Interests, as determined by the General Partner in its reasonable discretion. C. Upon any admission of an employee, agent or consultant of the Partnership or the Management Company as an additional Limited Partner (an "Employee Limited Partner") pursuant to Section 4.7.A or 4.7.B above, the Partnership Interests of the other Partners shall be diluted, on a pro rata basis, in proportion to their respective Partnership Interests, to reflect the admission of the Employee Limited Partner. Notwithstanding the foregoing, the Partnership Interest of the General Partner shall not be diluted upon the admission of the Employee Limited Partner; any dilution that would otherwise occur with respect to the Partnership Interest of the General Partner in accordance with the terms of the preceding sentence shall be allocated instead to Crescent Equities. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Employee Limited Partner. D. In addition to the compensation plans described in Sections 4.6, 4.7.A and 4.7.B hereof, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans or other incentive compensation plans (including, without limitation, plans granting REIT Shares or options to purchase REIT Shares, plans granting Partnership Interests (including Partnership Units) or options to purchase Partnership Interests (including Partnership Units), "phantom" equity plans or other plans in which compensation is tied to revenue or income amounts, or based on increases in the market value of equity ownership interests) for the benefit of employees, agents or consultants of any member of the Crescent Group, the Partnership, the Management Company, the Subsidiary Development Corporation(s) or any Affiliate of the foregoing in respect of services performed, directly or indirectly, for the benefit of the Crescent Group, the Partnership, the Management Company or the Subsidiary Development Corporation(s). E. Notwithstanding anything to the contrary contained above in this Section 4.7, upon any admission of an Employee Limited Partner pursuant to Section 4.7.A or 4.7.B above: (1) If the admission is made in connection with a grant of Partnership Units to an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the grant of the Partnership Units is made, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "closing price," as such term is defined in the definition of the term "Value" in Article I hereof, of a REIT Share on the - 25 - date on which the grant of Partnership Units is made) and (b) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.3, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the grant of Partnership Units is made. (2) If the admission is made in connection with the exercise of an option to purchase Partnership Units by an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the option to purchase Partnership Units is exercised, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "closing price," as such term is defined in the definition of the term "Value" in Article I hereof, of a REIT Share on the date on which the option to purchase Partnership Units is exercised) and (b) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.3, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the option to purchase Partnership Units is exercised.

Other Equity Compensation Plans. A. The Partnership may adopt a compensation plan for its employees, agents or consultants pursuant to which the Partnership may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants upon such terns terms and conditions as may be deemed necessary or appropriate by the General Partner. B. The Management Company may adopt a compensation plan for its employees, agents or consultants pursuant to which the Management Company may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants. The Partnership may sell Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights) to the Management Company for delivery to its employees, agents or consultants. The price at which the Partnership shall sell such Partnership Interests to the Management Company shall be the fair market value of such Partnership Interests, as determined by the General Partner in its reasonable discretion. C. Upon any admission of an employee, agent or consultant of the Partnership or the Management Company as an additional Limited Partner (an "Employee Limited Partner") pursuant to Section 4.7.A or 4.7.B above, the Partnership Interests of the other Partners shall be diluted, on a pro rata basis, in proportion to their respective Partnership Interests, to reflect the admission of the Employee Limited Partner. Notwithstanding the foregoing, the Partnership Interest of the General Partner shall not be diluted upon the admission of the Employee Limited Partner; any dilution that would otherwise occur with respect to the Partnership Interest of the -28- 34 General Partner in accordance with the terms of the preceding sentence shall be allocated instead to Crescent Equities. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Employee Limited Partner. D. In addition to the compensation plans described in Sections 4.6, 4.7.A and 4.7.B hereof, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans or other incentive compensation plans (including, without limitation, plans granting REIT Shares or options to purchase REIT Shares, plans granting Partnership Interests (including Partnership Units) or options to purchase Partnership Interests (including Partnership Units), "phantom" equity plans or other plans in which compensation is tied to revenue or income amounts, or based on increases in the market value of equity ownership interests) for the benefit of employees, agents or consultants of any member of the Crescent Group, the Partnership, the Management Company, the Subsidiary Development Corporation(s) or any Affiliate of the foregoing in respect of services performed, directly or indirectly, for the benefit of the Crescent Group, the Partnership, the Management Company or the Subsidiary Development Corporation(s). E. Notwithstanding anything to the contrary contained above in this Section 4.7, upon any admission of an Employee Limited Partner pursuant to Section 4.7.A or 4.7.B above: (1) If the admission is made in connection with a grant of Partnership Units to an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the grant of the Partnership Units is made, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "closing price," as such term is defined in the definition of the term "Value" in Article I hereof, of a REIT Share on the - 25 - date on which the grant of Partnership Units is made) and (b) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.3, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the grant of Partnership Units is made. (2) If the admission is made in connection with the exercise of an option to purchase Partnership Units by an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the option to purchase Partnership Units is exercised, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "closing price," as such term is defined in the definition of the term "Value" in Article I hereof, of a REIT Share on the date on which the option to purchase Partnership Units is exercised) and (b) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.3, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the option to purchase Partnership Units is exercised.

Other Equity Compensation Plans. A. The Partnership may adopt a compensation plan for its employees, agents or consultants pursuant to which the Partnership may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Redemption Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Redemption Rights), to one or more of its employees, agents or consultants upon such terns terms and conditions as may be deemed necessary or appropriate by the General Partner. B. The Management Company A TRS may adopt a compensation plan for its employees, agents or consultants pursuant to which the Management Company TRS may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Redemption Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Redemption Rights), to one or more of its employees, agents or consultants. The Partnership may sell Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Redemption Rights) to the Management Company a TRS for delivery to its employees, agents or consultants. The price at which the Partnership shall sell such Partnership Interests to the Management Company a TRS shall be the fair fair-market value of such Partnership Interests, as determined by the General Partner in its reasonable discretion. C. Upon any admission of an employee, agent or consultant of the Partnership or the Management Company a TRS as an additional Limited Partner (an "Employee Limited Partner") pursuant to Section 4.7.A 3.7.A or 4.7.B 3.7.B above, the Partnership Interests of the other Partners shall be diluted, on a pro rata basis, in proportion to their respective Partnership Interests, to reflect the admission of the Employee Limited Partner. Notwithstanding the foregoing, the Partnership Interest of the General Partner shall not be diluted upon the admission of the Employee Limited Partner; any dilution that would otherwise occur with respect to the Partnership Interest of the General Partner in accordance with the terms of the preceding sentence shall be allocated instead to Crescent EquitiesMaxus. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Employee Limited Partner. D. In addition to the compensation plans described in Sections 4.63.6, 4.7.A 3.7.A and 4.7.B 3 .7.B hereof, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans or other incentive compensation plans (including, without limitation, plans granting REIT Shares or options to purchase REIT Shares, plans granting Partnership Interests (including Partnership Units) or options to purchase Partnership Interests (including Partnership Units), "phantom" equity plans or other plans in which compensation is tied to revenue or income amounts, or based on increases in the market value of equity ownership interests) for the benefit of employees, agents or consultants of any member of the Crescent Maxus Group, the Partnership, the Management Company, the Subsidiary Development Corporation(s) a TRS or any Affiliate of the foregoing in respect of services performed, directly or indirectly, for the benefit of the Crescent Maxus Group, the Partnership, the Management Company Partnership or the Subsidiary Development Corporation(s)a TRS. E. Notwithstanding anything to the contrary contained above in this Section 4.7, upon any admission of an Employee Limited Partner pursuant to Section 4.7.A or 4.7.B above: (1) If the admission is made in connection with a grant of Partnership Units to an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the grant of the Partnership Units is made, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "closing price," as such term is defined in the definition of the term "Value" in Article I hereof, of a REIT Share on the - 25 - date on which the grant of Partnership Units is made) and (b) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.3, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the grant of Partnership Units is made. (2) If the admission is made in connection with the exercise of an option to purchase Partnership Units by an Employee Limited Partner, (a) the Employee Limited Partner shall, as of the date on which the option to purchase Partnership Units is exercised, be deemed to have contributed to the Partnership pursuant to Section 4.3 hereof an amount equal to the fair market value of the Partnership Units delivered to such Employee Limited Partner (computed by calculating the product of the following three items: (i) the number of Partnership Units delivered to such Employee Limited Partner, multiplied by (ii) the Exchange Factor, multiplied by (iii) the "closing price," as such term is defined in the definition of the term "Value" in Article I hereof, of a REIT Share on the date on which the option to purchase Partnership Units is exercised) and (b) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3, based on the amount deemed to be contributed by the Employee Limited Partner as determined pursuant to clause (a) above; provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.3, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the option to purchase Partnership Units is exercised.