Common use of Restricted Stock Granted to Partnership Employees Clause in Contracts

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the Partnership Subsidiaries) in consideration for services performed for the Partnership or the Partnership Subsidiaries: (1) The General Partner shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On the Vesting Date, the following events will be deemed to have occurred: (a) the General Partner shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership Subsidiary, to such Partnership Subsidiary) for a purchase price equal to the Value of such shares, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Partner shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership Subsidiary; and (3) The Partnership shall issue to the General Partner on the Vesting Date a number of Common Units equal to the number of newly issued REIT Shares divided by the Adjustment Factor then in effect in consideration for the Capital Contribution described in Section 4.4.D(2)(c) above.

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the Partnership Subsidiaries) in consideration for services performed for the Partnership or the Partnership Subsidiaries: (1) The General Partner shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On the Vesting Date, the following events will be deemed to have occurred: (a) the General Partner shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, to such Partnership Subsidiary) for a purchase price equal to the Value of such shares, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Partner shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership such Subsidiary; and (3) The Partnership shall issue to the General Partner on the Vesting Date a number of Common Units equal to the number of newly issued REIT Shares divided by the Adjustment Factor then in effect in consideration for the Capital Contribution described in Section 4.4.D(2)(c) above.

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any REIT Common Shares are issued to a Partnership Employee (including any REIT Common Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the Partnership Subsidiaries) in consideration for services performed for the Partnership or the Partnership Subsidiaries: (1) The General Partner MGP shall issue such number of REIT Common Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On on the Vesting Date, the following events will be deemed to have occurred: (a) the General Partner MGP shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, to such Partnership Subsidiary) for a purchase price equal to the Value of such sharesFair Market Value, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Partner MGP shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership such Subsidiary; and (3) The the Partnership shall issue to the General Partner MGP on the Vesting Date a number of Common Units equal to the number of newly issued REIT Common Shares divided by the Adjustment Conversion Factor then in effect in consideration for the Capital Contribution described in Section 4.4.D(2)(c) above).

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Planstock option plan), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the a Partnership SubsidiariesSubsidiary) in consideration for services performed for the Partnership or the a Partnership SubsidiariesSubsidiary: (1) The General Special Limited Partner shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On the Vesting Date, the The following events will be deemed to have occurred: (a) the General Special Limited Partner shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership Subsidiary, to such Partnership Subsidiary) for a purchase price equal to the Value of such shares, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Special Limited Partner shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership Subsidiary; and (3) The Partnership shall issue to the General Special Limited Partner on the Vesting Date a number of Partnership Common Units equal to the number of newly issued REIT Shares divided by the Adjustment Factor then in effect in consideration for the a deemed Capital Contribution described in Section 4.4.D(2)(can amount equal to (x) abovethe number of newly issued Partnership Common Units, multiplied by (y) a fraction the numerator of which is the Value of a REIT Share, and the denominator of which is the Adjustment Factor then in effect.

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the Partnership Subsidiaries) in consideration for services performed for the Partnership or the Partnership Subsidiaries: (1) The General Partner shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On the date (such date, the “Vesting Date”) that the Value of such shares is includible in taxable income of the Partnership Employee, the following events will be deemed to have occurred: (a) the General Partner shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership Subsidiary, to such Partnership Subsidiary) for a purchase price equal to the Value of such shares, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Partner shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership Subsidiary; and (3) The Partnership shall issue to the General Partner on the Vesting Date a number of Common Units equal to the number of newly issued REIT Shares divided by the Adjustment Factor then in effect in consideration for the a Capital Contribution described in Section 4.4.D(2)(ccash in an amount equal to (x) abovethe number of newly issued Common Units multiplied by (y) a fraction the numerator of which is the Value of a REIT Share and the denominator of which is the Adjustment Factor then in effect.

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the a Partnership SubsidiariesSubsidiary) in consideration for services performed for the Partnership or the a Partnership SubsidiariesSubsidiary: (1) The General the Special Limited Partner shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On the Vesting Date, the following events will be deemed to have occurred: (a) the General Special Limited Partner shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership Subsidiary, to such Partnership Subsidiary) for a purchase price equal to the Value of such shares, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Special Limited Partner shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where if the Partnership Employee is an employee of a Partnership Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership Subsidiary; and (3) The the Partnership shall issue to the General Special Limited Partner on the Vesting Date a number of Partnership Common Units equal to the number of newly issued REIT Shares Shares, divided by the Adjustment Factor then in effect effect, in consideration for the a deemed Capital Contribution described in Section 4.4.D(2)(can amount equal to (x) abovethe number of newly issued Partnership Common Units, multiplied by (y) a fraction the numerator of which is the Value of a REIT Share, and the denominator of which is the Adjustment Factor then in effect.

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the Partnership Subsidiaries) in consideration for services performed for the Partnership or the Partnership Subsidiaries: (1) The General Partner IMC REIT shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On the date (such date, the “Vesting Date”) that the Value of such shares is includible in taxable income of the Partnership Employee, the following events will be deemed to have occurred: (a) the General Partner IMC REIT shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership Subsidiary, to such Partnership Subsidiary) for a purchase price equal to the Value of such shares, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Partner IMC REIT shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership Subsidiary; and (3) The Partnership shall issue to the General Partner IMC REIT on the Vesting Date a number of Common Units equal to the number of newly issued REIT Shares divided by the Adjustment Factor then in effect in consideration for the a Capital Contribution described in Section 4.4.D(2)(ccash in an amount equal to (x) abovethe number of newly issued Common Units multiplied by (y) a fraction the numerator of which is the Value of a REIT Share and the denominator of which is the Adjustment Factor then in effect.

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Stock Plan (other than a Stock Option Planin connection with one or more stock options), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the Partnership Subsidiaries) in consideration for services performed for the Partnership or the Partnership Subsidiaries: (1a) The General Partner shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Stock Plan; (2b) On the Vesting Date, the following events will be deemed to have occurred: (ai) the General Partner shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, to such Partnership Subsidiary) for a purchase price equal to the Fair Market Value of such shares, (bii) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (ciii) the General Partner shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (div) in the case where the Partnership Employee is an employee of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership such Subsidiary; and (3c) The Partnership shall issue to the General Partner on the Vesting Date a number of Common Partnership Units equal to the number of newly issued REIT Shares divided by the Adjustment Factor then in effect in consideration for the Capital Contribution described in Section 4.4.D(2)(c4.4(B)(4)(b)(iii) above.

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Incentive Plan), any Common REIT Shares are issued to a Partnership Employee (including any Common REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the Partnership Subsidiaries) in consideration for services performed for the Partnership or the Partnership Subsidiaries: (1i) The General Partner Parent shall issue such number of Common REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Incentive Plan; (2ii) On on the Vesting Date, the following events will be deemed to have occurred: (aA) the General Partner Parent shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, to such Partnership Subsidiary) for a purchase price equal to the Value of such sharesValue, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Partner Parent shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership such Subsidiary; and and (3C) The the Partnership shall issue to the General Partner Parent on the Vesting Date a number of Common OP Units equal to the number of newly issued Common REIT Shares divided by the Adjustment Factor then in effect in consideration for the Capital Contribution described in Section 4.4.D(2)(c) above4.05(d)(ii)(C).

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any REIT Shares shares of Class A Common Stock are issued to a an employee of the Partnership Employee or its Subsidiaries (including any REIT Shares shares of Class A Common Stock that are subject to forfeiture in the event such Partnership Employee employee terminates his or her employment by with the Partnership or the Partnership Subsidiariesany Subsidiary) in consideration for services performed for the Partnership or the Partnership Subsidiariesany Subsidiary: (1i) The General Partner Corporation shall issue such number of REIT Shares shares of Class A Common Stock as are to be issued to the Partnership Employee such employee in accordance with the Equity Plan; (2ii) On on the date (such date, the “Vesting Date”) that the value of such shares is includible in taxable income of such employee, the following events will be deemed to have occurred: (aA) the General Partner Corporation shall be deemed to have sold such shares of Class A Common Stock to the Partnership (or if the Partnership Employee such employee is an employee of, or other service provider of to, a Partnership Subsidiary, to such Partnership Subsidiary) for a purchase price equal to the Value value of such sharesshares of Class A Common Stock on the Vesting Date, (bB) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the such shares of Class A Common Stock to the Partnership Employeesuch employee, (cC) the General Partner Corporation shall be deemed to have contributed the purchase price described in clause (A) for such shares of Class A Common Stock to the Partnership (via CF Intermediate) as a Capital Contribution, Contribution and (dD) in the case where the Partnership Employee such employee is an employee of a Partnership Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership Subsidiary; and (3iii) The the Partnership shall issue to the General Partner Corporation on the Vesting Date a number of Common Units equal to the number of newly shares of Class A Common Stock issued REIT Shares divided by the Adjustment Factor then in effect under Section 3.12(b)(i) in consideration for the a Capital Contribution described in that the Corporation is deemed to make to the Partnership (via CF Intermediate) pursuant to clause (C) of Section 4.4.D(2)(c3.12(b)(ii) above.

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the Partnership Subsidiaries) in consideration for services performed for the Partnership or the Partnership Subsidiaries: (1) The General Partner shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On the Vesting Date, the following events will be deemed to have occurred: (a) the General Partner shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership Subsidiary, to such Partnership Subsidiary) for a purchase price equal to the Value of such shares, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Partner shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership Subsidiary; and (3) The Partnership shall issue to the General Partner on the Vesting Date a number of Common Units equal to the number of newly issued REIT Shares divided by the Adjustment Factor then in effect in consideration for the Capital Contribution described in Section 4.4.D(2)(c) above.

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the Partnership Subsidiaries) in consideration for services performed for the Partnership or the Partnership Subsidiaries: (1) The General Partner shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On the Vesting Date, Date the following events will be deemed to have occurred: (a) the General Partner shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership Subsidiary, to such Partnership Subsidiary) for a purchase price equal to the Value of such shares, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Partner shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership Subsidiary; and (3) The Partnership shall issue to the General Partner on the Vesting Date a number of Common Units equal to the number of newly issued REIT Shares divided by the Adjustment Factor then in effect in consideration for the Capital Contribution described in Section 4.4.D(2)(c(2)(c) above.

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the Partnership Subsidiaries) in consideration for services performed for the Partnership or the Partnership Subsidiaries: (1) The General Partner shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On the Vesting Date, the following events will be deemed to have occurred: (a) the General Partner shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership Subsidiary, to such Partnership Subsidiary) for a purchase price equal to the Value of such shares, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Partner shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership Subsidiary; and (3) The Partnership shall issue to the General Partner on the Vesting Date a number of Common Units equal to the number of newly issued REIT Shares divided by the Adjustment Factor then in effect in consideration for the Capital Contribution described in Section 4.4.D(2)(c) above.. LA\4346025.7

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the Partnership Subsidiaries) in consideration for services performed for the Partnership or the Partnership Subsidiaries: (1) The General Partner shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On the Vesting Date, the following events will be deemed to have occurred: (a) the General Partner shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership Subsidiary, to such Partnership Subsidiary) for a purchase price equal to the Value of such shares, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Partner shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership Subsidiary; and (3) The Partnership shall issue to the General Partner on the Vesting Date a number of Common Units equal to the number of newly issued REIT Shares divided by the Adjustment Factor then in effect in consideration for the Capital Contribution described in Section 4.4.D(2)(c) above.. LA\4346025.6

Restricted Stock Granted to Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Planstock option plan), any REIT Shares are issued to a Partnership Employee (including any REIT Shares that are subject to forfeiture in the event such Partnership Employee terminates his employment by the Partnership or the a Partnership SubsidiariesSubsidiary) in consideration for services performed for the Partnership or the a Partnership SubsidiariesSubsidiary: (1) The General Special Limited Partner shall issue such number of REIT Shares as are to be issued to the Partnership Employee in accordance with the Equity Plan; (2) On the Vesting Date, the The following events will be deemed to have occurred: (a) the General Special Limited Partner shall be deemed to have sold such shares to the Partnership (or if the Partnership Employee is an employee or other service provider of a Partnership Subsidiary, to such Partnership Subsidiary) for a purchase price equal to the Value of such shares, (b) the Partnership (or such Partnership Subsidiary) shall be deemed to have delivered the shares to the Partnership Employee, (c) the General Special Limited Partner shall be deemed to have contributed the purchase price to the Partnership as a Capital Contribution, and (d) in the case where the Partnership Employee is an employee of a Partnership Subsidiary, the Partnership shall be deemed to have contributed such amount to the capital of the Partnership Subsidiary; and (3) The Partnership shall issue to the General Special Limited Partner on the Vesting Date a number of Partnership Common Units equal to the number of newly issued REIT Shares divided by the Adjustment Factor then in effect in consideration for the a deemed Capital Contribution described in Section 4.4.D(2)(can amount equal to (x) abovethe number of newly issued Partnership Common Units, multiplied by (y) a fraction, the numerator of which is the Value of a REIT Share, and the denominator of which is the Adjustment Factor then in effect.