YOUNAN PROPERTIES, INC., YOUNAN PROPERTIES, L.P. LTIP UNITS AGREEMENT
Exhibit 10.36
XXXXXX PROPERTIES, INC.,
XXXXXX PROPERTIES, L.P.
XXXXXX PROPERTIES, L.P.
THIS LTIP UNITS AGREEMENT (this “Agreement”) is made and entered into as of __________, 2010
(the “Grant Date”), by and between Xxxxxx Properties, L.P., a Maryland limited partnership (the
“Partnership”), and ______________________ (“Participant”). Capitalized terms used in this
Agreement but not otherwise defined herein shall have their respective meanings set forth in the
Plan or the Partnership Agreement (each as defined below), as applicable.
WHEREAS, Xxxxxx Properties, Inc. (the “Company”) and the Partnership maintain the Xxxxxx
Properties, Inc. and Xxxxxx Properties, L.P. 2010 Incentive Award Plan (the “Plan”);
WHEREAS, the Company and the Partnership wish to carry out the Plan (the terms of which are
hereby incorporated by reference and made a part of this Agreement);
WHEREAS, Section 9.7 of the Plan provides for the issuance of LTIP Units to Eligible
Individuals for the performance of services to or for the benefit of the Partnership in the
Eligible Individual’s capacity as a Partner or in anticipation of Participant becoming a Partner;
WHEREAS, the Committee, appointed to administer the Plan, has determined that it would be to
the advantage and in the best interest of the Company and its stockholders to issue to the Award
(as defined below) as an inducement to enter into or remain in the service of the Company, the
Partnership or any Subsidiary, and as an additional incentive during such service, and has advised
the Company thereof; and
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Issuance of Award. In consideration of Participant’s agreement to provide services
to or for the benefit of the Partnership, effective as of the Grant Date, the Partnership hereby
(a) issues to Participant an Award which represents ______ LTIP Units of the Partnership (the
“Award”), and (b) if not already a Partner, admits Participant as a Partner of the Partnership on
the terms and conditions set forth herein, in the Plan and in the Amended and Restated Agreement of
Limited Partnership of Xxxxxx Properties, L.P. (the “Partnership Agreement”). The Partnership and
Participant acknowledge and agree that the LTIP Units are hereby issued to Participant for the
performance of services to or for the benefit of the Partnership in his or her capacity as a
Partner or in anticipation of Participant becoming a Partner. Upon receipt of the Award,
Participant shall, automatically and without further action on his or her part, be deemed to be a
party to, signatory of and bound by the Partnership Agreement. At the request of the Partnership,
Participant shall execute the Partnership Agreement or a counterpart signature page
thereto. Participant acknowledges that the Partnership from time to time may issue or cancel
(or otherwise modify) LTIP Units in accordance with the terms of the Partnership Agreement.
2. Vesting.
2.1 Vesting. Subject to Participant’s continued status as a Service Provider (as
defined below) on the applicable vesting date and Section 2.5 below, the Award shall vest on a
cumulative basis as follows:
(a) 20% of the LTIP Units subject to the Award shall vest as of the first anniversary of the
date of the closing of the Company’s initial public offering (the “IPO Date”) if the Company
achieves a simple annual TSR (as defined below) with respect to the one-year period beginning on
the IPO Date and ending on the first anniversary of the IPO Date (the “First Performance Period”)
that equals or exceeds the TSR Hurdle (as defined below);
(b) 20% of the LTIP Units subject to the Award shall vest as of the second anniversary of the
IPO Date if the Company achieves a simple annual TSR with respect to the one-year period beginning
on the first anniversary of the IPO Date and ending on the second anniversary of the IPO Date (the
“Second Performance Period”) that equals or exceeds the TSR Hurdle;
(c) 20% of the LTIP Units subject to the Award shall vest as of the third anniversary of the
IPO Date if the Company achieves a simple annual TSR with respect to the one-year period beginning
on the second anniversary of the IPO Date and ending on the third anniversary of the IPO Date (the
“Third Performance Period”) that equals or exceeds the TSR Hurdle;
(d) 20% of the LTIP Units subject to the Award shall vest as of the fourth anniversary of the
IPO Date if the Company achieves a simple annual TSR with respect to the one-year period beginning
on the third anniversary of the IPO Date and ending on the fourth anniversary of the IPO Date (the
“Fourth Performance Period”) that equals or exceeds the TSR Hurdle; and
(e) 20% of the LTIP Units subject to the Award shall vest as of the fifth anniversary of the
IPO Date if the Company achieves a simple annual TSR with respect to the one-year period beginning
on the fourth anniversary of the IPO Date and ending on the fifth anniversary of the IPO Date (the
“Fifth Performance Period”) that equals or exceeds the TSR Hurdle.
Notwithstanding the foregoing, subject to Participant’s continued status as a Service Provider on
the fourth anniversary of the IPO Date and Section 2.5 below, the Award shall vest in full with
respect to 100% of the LTIP Units as of the fourth anniversary of the IPO Date in the event the
Company achieves a cumulative simple TSR over the four-year period beginning on the IPO Date and
ending on the fourth anniversary of the IPO Date that equals or exceeds 40%.
2.2 Catch-Up Vesting. Subject to Participant’s continued status as a Service Provider
on the vesting date and Section 2.5 below, any LTIP Units that fail to vest as of a Measurement
Date(s) with respect to a Performance Period(s) as a result of the TSR Hurdle for such Performance
Period(s) not being achieved shall be eligible to vest at the end of the next Performance Period
and the end of subsequent Performance Periods, and shall vest as of the next or subsequent
applicable Measurement Date if the Company achieves a simple annual TSR for
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the period beginning on
the first day of the Performance Period with respect to which such LTIP Units were initially
eligible to vest and ending on the Measurement Date of such subsequent Performance Period(s) (such
period, a “Catch-Up Performance Period”) that equals or exceeds the TSR Hurdle.
EXAMPLE: Solely for purposes of illustration, LTIP Units that fail to vest on the first
anniversary of the IPO Date as a result of the Company not achieving the TSR Hurdle for the First
Performance Period shall be eligible to vest on the second anniversary and subsequent anniversaries
of the IPO Date based on the simple annual TSR for the Catch-Up Performance Period. The Catch-Up
Performance Period(s) with respect to such LTIP Units shall begin on the IPO Date and end on the
Measurement Date of the applicable subsequent Performance Period.
2.3 Change in Control. Notwithstanding the foregoing, in the event that (i) a Change
in Control occurs prior to the fifth anniversary of the IPO Date and Participant continues to be a
Service Provider until the Change in Control Date, and (ii) the Company achieves a simple annual
TSR with respect to the period commencing on the IPO Date and ending on the Change in Control Date
(the “Change in Control Performance Period”) that equals or exceeds the TSR Hurdle, the Award shall
vest in full as of the Change in Control Date with respect to 100% of the LTIP Units.
2.4 Failure to Achieve TSR Hurdle. Any portion of the Award and LTIP Units which has
not vested as of the fifth anniversary of the Grant Date (or the Change in Control Date, if
earlier) as a result of the relevant TSR Hurdle not being achieved (and the proportionate amount of
Participant’s Capital Account balance attributable to such LTIP Units) shall automatically and
without further action be cancelled and forfeited as of such date, and Participant shall have no
further right or interest in or with respect to such portion of the Award or LTIP Units (or such
proportionate amount of Participant’s Capital Account balance).
2.5 Termination of Service. Notwithstanding the foregoing, in the event that
Participant incurs a Termination of Service for any reason, the Award and all LTIP Units, to the
extent not vested as of Participant’s Termination of Service or in connection with such Termination
of Service (and the proportionate amount of Participant’s Capital Account balance attributable to
such LTIP Units), shall thereupon automatically and without further action be cancelled and
forfeited, and Participant shall have no further right or interest in or with respect to such
unvested LTIP Units (or such proportionate amount of Participant’s Capital Account balance). No
portion of the Award which is unvested as of Participant’s Termination of Service shall thereafter
become vested. The Company and Participant acknowledge that the
Award may be subject to accelerated vesting in the event of a Termination of Service under
certain circumstances in accordance with Participant’s employment agreement with the Company, dated
as of _________, 2010.
2.6 Definitions.
(a) “Change in Control Date” means the date on which a Change in Control occurs.
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(b) “Measurement Date” means the first, second, third, fourth or fifth anniversary of the
Grant Date, as applicable.
(c) “Performance Period” means the First Performance Period, Second Performance Period, Third
Performance Period, Fourth Performance Period, Fifth Performance Period, Catch-Up Performance
Period or Change in Control Performance Period, as applicable.
(d) “Service Provider” means an Employee, Consultant or member of the Board. For purposes of
this Agreement, in the event that the Participant is both an Employee and a member of the Board,
the Participant shall not cease to be a Service Provider unless and until his or her status as both
an Employee and Board member has terminated.
(e) “TSR” means the Company’s total shareholder return for the applicable Performance Period
calculated in accordance with the total shareholder return calculation methodology used in the MSCI
US REIT Index (and, for the avoidance of doubt, assuming the reinvestment of all dividends paid on
Common Stock); provided, however, that (i) except as set forth in clauses (ii) and (iii) below, for
purposes of calculating the Company’s TSR for any Performance Period, the initial share price and
the final share price, as applicable, as of any given date shall be equal to the Fair Market Value
(as defined in the Plan) as of such date, (ii) for purposes of calculating the Company’s TSR for
any Performance Period that commences with the IPO Date, the initial share price shall be equal to
the initial public offering price of a share of Common Stock, (iii) for purposes of calculating the
Company’s TSR for the Change in Control Performance Period, the final share price shall be equal to
the price per share of Common Stock paid by the acquiror in the Change in Control transaction, and
(iv) in the event of a Change in Control, the Measurement Date with respect to the Change in
Control Performance Period shall be the Change in Control Date.
(f) “TSR Hurdle” means, with respect to any Performance Period, a simple annual TSR equal to
the lesser of (i) 8% or (ii) the simple annual TSR of the MSCI US REIT Index (or any successor
index thereto) for the applicable Performance Period; provided that in no event shall the TSR
Hurdle be achieved if the Company’s simple annual TSR for the applicable Performance Period is less
than 5%.
3. Determinations by Administrator. Notwithstanding anything contained herein, all
determinations, interpretations and assumptions relating to the vesting of the Award
and the LTIP Units (including, without limitation, determinations, interpretations and
assumptions with respect to TSR and the TSR Hurdle) shall be made by the Administrator. In making
such determinations, the Administrator may employ attorneys, consultants, accountants, appraisers,
brokers, or other persons, and the Administrator, the Board, the Company, the Partnership and their
officers and directors shall be entitled to rely upon the advice, opinions or valuations of any
such persons. All actions taken and all interpretations and determinations made by the
Administrator or the Board in good faith and absent manifest error shall be final and binding upon
Participant, the Company and all other interested persons. In addition, the Administrator, in its
discretion, may adjust or modify the methodology for calculating the TSR and/or the TSR Hurdle, as
necessary or desirable to account for events which, in the discretion of the Administrator, are not
considered indicative of Company performance, such as the issuance
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of new Common Stock, stock
repurchases, stock splits, issuances and/or exercises of stock grants or stock options, and similar
events, all in order to properly reflect the Company’s intent with respect to the performance
objectives underlying the Award and the LTIP Units or to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available with respect to the Award.
4. Restrictions on Awards.
4.1 Transfer Restrictions.
(a) Notwithstanding Section 2 above, Participant shall not, without the consent of the
Partnership (which the Partnership may give or withhold in its sole discretion), sell, pledge,
assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any LTIP Units
(or any securities into which such LTIP Units are converted or exchanged) prior to the first
anniversary of the date on which such LTIP Units vest (the “Transfer Restrictions”); provided,
however, that the Transfer Restrictions shall not apply to any Transfer of LTIP Units to the
Partnership or the Company or to any Transfer by will or pursuant to the laws of descent and
distribution.
(b) The Award and the LTIP Units are subject to the terms of the Plan and the terms of the
Partnership Agreement, including, without limitation, the restrictions on transfer of Units
(including, without limitation, LTIP Units) set forth in Article 11 of the Partnership Agreement.
Any permitted transferee of the Award or the LTIP Units shall take such Award and LTIP Units
subject to the terms of the Plan, this Agreement, and the Partnership Agreement. Any such
permitted transferee must, upon the request of the Partnership, agree to be bound by the Plan, the
Partnership Agreement, and this Agreement, and shall execute the same on request, and must agree to
such other waivers, limitations, and restrictions as the Partnership or the Company may reasonably
require. Any Transfer of the Award or LTIP Units which is not made in compliance with the Plan,
the Partnership Agreement and this Agreement shall be null and void and of no effect.
4.2 Execution and Return of Documents and Certificates. At the Company’s or the
Partnership’s request, Participant hereby agrees to promptly execute, deliver
and return to the Partnership any and all documents or certificates that the Company or the
Partnership deems necessary or desirable to effectuate the cancellation and forfeiture of the
unvested LTIP Units, the proportionate amount of Participant’s Capital Account balance attributable
to the LTIP Units, or to effectuate the transfer or surrender of such unvested LTIP Units and
Capital Account balance to the Partnership.
5. Representations, Warranties, Covenants, and Acknowledgments of Participant.
Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf of
Participant and his or her spouse, if applicable, that:
5.1 Investment. Participant is holding the Award for Participant’s own account, and
not for the account of any other Person. Participant is holding the Award for investment and not
with a view to distribution or resale thereof except in compliance with applicable laws regulating
securities.
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5.2 Relation to Partnership. Participant is presently an employee of, or consultant
to, the Partnership, or is otherwise providing services to or for the benefit of the Partnership,
and in such capacity has become personally familiar with the business of the Partnership.
5.3 Access to Information. Participant has had the opportunity to ask questions of,
and to receive answers from, the Partnership with respect to the terms and conditions of the
transactions contemplated hereby and with respect to the business, affairs, financial conditions,
and results of operations of the Partnership.
5.4 Registration. Participant understands that the LTIP Units have not been
registered under the Securities Act and the LTIP Units cannot be transferred by Participant other
than in accordance with the terms and conditions set forth in the Plan, this Agreement and the
Partnership Agreement and, in any event, unless such transfer is registered under the Securities
Act or an exemption from such registration is available. The Partnership has made no agreements,
covenants or undertakings whatsoever to register the transfer of the LTIP Units under the
Securities Act. The Partnership has made no representations, warranties or covenants whatsoever as
to whether any exemption from the Securities Act, including, without limitation, any exemption for
limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act (“Rule
144”), will be available. If an exemption under Rule 144 is available at all, it will not be
available until all applicable terms and conditions of Rule 144 have been satisfied.
5.5 Public Trading. None of the Partnership’s securities is presently publicly
traded, and the Partnership has made no representations, covenants or agreements as to whether
there will be a public market for any of its securities.
5.6 Tax Advice. The Partnership has made no warranties or representations to
Participant with respect to the income tax consequences of the issuance of the LTIP Units or the
transactions contemplated by this Agreement (including, without limitation, with respect to the
making of an election under Section 83(b) of the Code), and Participant is in no manner relying on
the Partnership or its representatives for an assessment of such tax consequences. Participant is
advised to consult with his or her own tax advisor with respect to such tax consequences and his or
her ownership of the LTIP Units.
6. Capital Account. Participant shall make no contribution of capital to the
Partnership in connection with the Award and, as a result, Participant’s Capital Account balance in
the Partnership immediately after his or her receipt of the LTIP Units shall be equal to zero,
unless Participant was a Partner in the Partnership prior to such issuance, in which case
Participant’s Capital Account balance shall not be increased as a result of his or her receipt of
the LTIP Units.
7. Section 83(b) Election. Participant covenants that he shall make a timely election
under Section 83(b) of the Code (and any comparable election in the state of Participant’s
residence) with respect to the LTIP Units covered by the Award, and the Company hereby consents to
the making of such election. In connection with such election, Participant and Participant’s
spouse, if applicable, shall execute and deliver to the Company with this
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executed Agreement, a
copy of such election. Participant represents that Participant has consulted any tax consultant(s)
that Participant deems advisable in connection with the filing of an election under Section 83(b)
of the Code and similar state tax provisions. Participant acknowledges that it is Participant’s
sole responsibility and not the Company’s to timely file an election under Section 83(b) of the
Code (and any comparable state election), even if Participant requests that the Company or any
representative of the Company make such filing on Participant’s behalf. Participant is encouraged
to consult his or her tax advisor to determine if there is a comparable election to file in the
state of his or her residence.
8. Covenants. Participant hereby covenants that so long as Participant holds any LTIP
Units, at the request of the Partnership, Participant shall disclose to the Partnership in writing
such information relating to Participant’s ownership of the LTIP Units as the Partnership
reasonably believes to be necessary or desirable to ascertain in order to comply with the Code or
the requirements of any other appropriate taxing authority.
9. Taxes. The Partnership and Participant intend that (i) the LTIP Units be treated
as a “profits interest” within the meaning of the Code, Treasury Regulations promulgated
thereunder, and any published guidance by the Internal Revenue Service with respect thereto,
including, without limitation, Internal Revenue Service Revenue Procedure 93-27, as clarified by
Internal Revenue Service Revenue Procedure 2001-43, (ii) the issuance of such units not be a
taxable event to the Partnership or Participant as provided in such revenue procedures, and (iii)
the Partnership Agreement, the Plan and this Agreement be interpreted consistently with such
intent. In furtherance of such intent, effective immediately prior to the issuance of the LTIP
Units, the Partnership will cause the “Gross Asset Value” (as defined in the Partnership
Agreement) of all Partnership assets to be adjusted to equal their respective gross fair
market values, and make the resulting adjustments to the “Capital Accounts” (as defined in the
Partnership Agreement) of the Partners, in each case as set forth in the Partnership Agreement and
based upon a fair market value equal to the trading price of the Common Stock at the time of such
adjustment. The Partnership may withhold from Participant’s wages, or require Participant to pay to
the Partnership, any applicable withholding or employment taxes resulting from the issuance of
Award hereunder, from the vesting or lapse of any restrictions imposed on the Award, or from the
ownership or disposition of the LTIP Units.
10. Remedies. Participant shall be liable to the Partnership for all costs and
damages, including incidental and consequential damages, resulting from a disposition of the Award
or the LTIP Units which is in violation of the provisions of this Agreement. Without limiting the
generality of the foregoing, Participant agrees that the Partnership shall be entitled to obtain
specific performance of the obligations of Participant under this Agreement and immediate
injunctive relief in the event any action or proceeding is brought in equity to enforce the same.
Participant will not urge as a defense that there is an adequate remedy at law.
11. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California applicable to contracts entered into and wholly to be
performed within the State of California by California residents, without regard to any otherwise
governing principles of conflicts of law.
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12. Survival of Representations and Warranties. The representations, warranties and
covenants contained in Section 5 hereof shall survive the later of the date of execution and
delivery of this Agreement or the issuance of the Award.
13. Unit Certificate Restrictive Legends. Certificates evidencing the Award, to the
extent such certificates are issued, may bear such restrictive legends as the Partnership and/or
the Partnership’s counsel may deem necessary or advisable under applicable law or pursuant to this
Agreement, including, without limitation, the following legends or legends substantially similar
thereto:
“The offering and sale of the securities represented hereby
have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”). Any transfer of such securities will
be invalid unless a Registration Statement under the Securities Act
is in effect as to such transfer or in the opinion of counsel for
the Partnership such registration is unnecessary in order for such
transfer to comply with the Securities Act.”
“The securities represented hereby are subject to forfeiture
and transferability and other restrictions as set forth in (i) a
written agreement with the Partnership, (ii) the Xxxxxx Properties,
Inc. 2010 Incentive Award Plan and (iii) the Amended and Restated
Agreement of Limited Partnership of Xxxxxx Properties, L.P.,
dated as of _____________, 2010, in each case, as may be
amended from time to time, and such securities may not be sold or
otherwise transferred except pursuant to the provisions of such
documents.”
14. Restrictions on Public Sale by Participant. To the extent not inconsistent with
applicable law, Participant agrees not to effect any sale or distribution of the LTIP Units or any
similar security of the Company, or any securities convertible into or exchangeable or exercisable
for such securities, including a sale pursuant to Rule 144, during the 14 days prior to, and during
the 90-day period beginning on, the effective date of a registration statement filed by the
Partnership or the Company (except as part of such registration), if and to the extent requested in
writing by the Partnership or the Company in the case of a non-underwritten public offering or if
and to the extent requested in writing by the managing underwriter or underwriters and consented to
by the Partnership or the Company, which consent may be given or withheld in the Partnership’s or
the Company’s sole and absolute discretion, in the case of an underwritten public offering (such
agreement to be in the form of lock-up agreement provided by the managing underwriter or
underwriters).
15. Conformity to Securities Laws. Participant acknowledges that the Plan and this
Agreement are intended to conform to the extent necessary with all provisions of all applicable
federal and state laws, rules and regulations (including, but not limited to the Securities Act and
the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange
Commission thereunder, including without limitation the applicable exemptive conditions of Rule
16b-3 of the Exchange Act) and to such approvals by any listing,
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regulatory or other governmental
authority as may, in the opinion of counsel for the Partnership or the Company, be necessary or
advisable in connection therewith. Notwithstanding anything herein to the contrary, the Plan shall
be administered, and the Award of LTIP Units is made, only in such a manner as to conform to such
laws, rules and regulations. To the extent permitted by applicable law, the Plan, this Agreement
and the Award shall be deemed amended to the extent necessary to conform to such laws, rules and
regulations.
16. Code Section 409A. Neither the Award nor the LTIP Units are intended to
constitute or provide for “nonqualified deferred compensation” within the meaning of Section 409A
of the Code (“Section 409A”). However, notwithstanding any other provision of the Plan or this
Agreement, if at any time the Committee determines that the Award or the LTIP Units may be subject
to Section 409A, the Committee shall have the right, in its sole discretion, to adopt such
amendments to the Plan or this Agreement or take such other actions (including amendments and
actions with retroactive effect) as the Committee determines are necessary or appropriate either
for the Award and the LTIP Units to be exempt from the application of Section 409A or to comply
with the requirements of Section 409A. Notwithstanding the foregoing, the Company shall have no
obligation to adopt any such amendment or take any such other action, and nothing contained in this
Section 16 shall create any such obligation.
17. Counterparts. This Agreement may be executed in any number of counterparts, any
of which may be executed and transmitted by facsimile, and each of which shall be deemed to be an
original, but all of which together shall be deemed to be one and the same instrument.
18. Successors and Assigns. Subject to the limitations set forth in this Agreement,
this Agreement shall be binding upon, and inure to the benefit of, the executors, administrators,
heirs, legal representatives, successors and assigns of the parties hereto, including, without
limitation, any business entity that succeeds to the business of the Partnership.
19. Entire Agreement; Amendments and Waivers. This Agreement, together with the Plan
and the Partnership Agreement, constitutes the entire agreement among the parties pertaining to the
subject matter hereof and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties. This Agreement may not be amended except in
an instrument in writing signed by Participant and a duly authorized representative of the Company.
No amendment, supplement, modification or waiver of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly
provided.
20. Invalidity. If for any reason one or more of the provisions contained in this
Agreement or in any other instrument referred to herein, shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such
invalidity, illegality or unenforceability shall not affect any other provision of this Agreement
or any other such instrument.
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21. Titles. The titles, captions or headings of the Sections herein are inserted for
convenience of reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
| XXXXXX PROPERTIES, L.P., a Maryland limited partnership |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| PARTICIPANT: | ||||
| (Sign Name) | ||||
| (Print Name) | ||||
Participant’s spouse indicates by the execution of this Agreement his or her consent to be
bound by the terms herein as to his or her interests, whether as community property or otherwise,
if any, in the LTIP Units.
| Participant’s Spouse: | ||||
| (Sign Name) | ||||
| (Sign Name) | ||||
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