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

Restricted Stock Granted to Persons other than Partnership Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Plan), any REIT Common Shares are issued to a Person other than a Partnership Employee in consideration for services performed for MGP: (1) MGP shall issue such number of REIT Common Shares as are to be issued to such Person in accordance with the Equity Plan; and (2) On the date (such date, the “Vesting Date”) that the Fair Market Value of such shares is includible in the taxable income of such Person, the following events will be deemed to have occurred: (a) MGP shall be deemed to have contributed the Fair Market Value of such REIT Class A Shares to the Partnership as a Capital Contribution, and (b) the Partnership shall issue to MGP on the Vesting Date a number of Common Units equal to the number of newly issued REIT Common Shares divided by the Conversion Factor then in effect.