Grantee’s consent; (B) the Grantee must provide written notice to GMR OP of such condition in accordance 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 sixth 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 January 1, 2021 to and including the date of the Grantee’s Qualified Termination by (b) the number of calendar days from January 1, 2021 to and including the Valuation Date.
“Performance Period” means the period beginning on January 1, 2021 and ending on the February 28, 2022.
“Retirement” means retirement from employment with the Company and its Affiliates, but only to the extent the Grantee is at least 60 years of age at the time of such retirement and has been employed with the Company and its Affiliates for at least 10 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.Form of Settlement. In lieu of issuing the Earned LTIP Units, the Committee shall have the sole discretion to pay the Grantee a cash amount equal to (i) the number of Earned LTIP Units, multiplied by (ii) the Fair Market Value of each Earned LTIP Unit as of the Valuation Date (the “Cash Payment Alternative”), which Cash Payment Alternative shall be in full satisfaction of all claims of the Grantee hereunder. Notwithstanding anything to the contrary set forth herein, upon the Company’s receipt of stockholder approval to increase the shares available for issuance under the Plan, the Cash Payment Alternative shall be automatically terminated without further action by any of the parties hereto, and the Grantee will only receive the Earned LTIP Units in accordance with the terms and conditions of this Agreement.
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.