with the Agreement within 45 days of the initial existence of the condition; (C) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by GMR OP; and (D) the Grantee’s date of termination must occur within 60 days after such notice is received by GMR OP.]
“Partial Service Factor” means a factor carried out to the __________ decimal to be used in calculating the number of LTIP Units earned pursuant to Section 3(a) hereof in the event of a Qualified Termination of the Grantee’s Continuous Service prior to the Valuation Date, determined by dividing (a) the number of calendar days that have elapsed since __________ to and including the date of the Grantee’s Qualified Termination by (b) the number of calendar days from __________ to and including the Valuation Date.
“Performance Period” means the period beginning on [ ] and ending on [ ].
“Retirement” means retirement from employment with the Company and its Affiliates, but only to the extent the Grantee is at least __ years of age at the time of such retirement and has been employed with the Company and its Affiliates for at least __ years prior to the date of such retirement.
“Valuation Date” means the earlier of (a) the Board Meeting Date or (b) the date upon which a Change in Control shall occur.
1.Acceptance of Agreement. The Grantee shall have no rights with respect to this Agreement unless he or she shall have accepted this Agreement prior to the close of business on the Final Acceptance Date specified above by (a) signing and delivering to GMR OP, a copy of this Agreement and (b) unless the Grantee is already a Limited Partner, the Grantee shall not be entitled to receive the Earned LTIP Units unless the Grantee signs, as a Limited Partner, and delivers to GMR OP a counterpart signature page to the Partnership Agreement. Upon receipt of the Earned LTIP Units to which the Grantee becomes entitled hereunder, the Partnership effective as of the Valuation Date, and the Grantee shall have all the rights of a Limited Partner with respect to the number of LTIP Units specified above, as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified in Section 3 below.
| 2. | Restrictions and Conditions. |
(a)The records of GMR OP evidencing the Earned LTIP Units granted herein shall bear an appropriate legend, as determined by GMR OP in its sole discretion, to the effect that such LTIP Units are subject to restrictions as set forth herein and in the Partnership Agreement.
(b)Award LTIP Units may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of by the Grantee in any respect. Earned LTIP Units may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of by the Grantee prior to vesting as contemplated in Section 3 or 4 of this Agreement.
(c)Subject to the provisions of Section 3 below, any LTIP Units (and the proportionate amount of the Grantee’s Capital Account balance attributable to such LTIP Units) subject to this Award that have not become vested on or before the date that the Grantee’s employment with the Company and its Affiliates terminates shall be forfeited as of the date that such employment terminates.
3.Determination of Number of Earned LTIP Units. The Committee has established performance goals for the following period:____________________ (the “Performance Period”) as set forth on Exhibit A hereto (the “Performance Goals”) that shall be used to determine the number of Earned LTIP Units. As soon as reasonably practicable following the last day of the Performance Period, which may in some cases not occur before the Company’s operating results for such period have been publicly announced by the Company, the Committee will determine the extent to which the Company has achieved