Unit Award Agreement (2008)Full Document 

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     This Unit Award Agreement (this “Agreement”), is made effective as of October 5, 2007, (hereinafter referred to as the “Date of Grant”), between Tishman Speyer Archstone-Smith Multifamily Parallel Guarantor I, L.L.C., a limited liability company organized under the laws of the State of Delaware (the “Company”), and R. Scott Sellers (“Sellers”). Capitalized terms not defined in this Agreement shall have the meaning given to them in the Limited Liability Company Agreement of the Company, dated as of October 5, 2007 (the “LP Agreement”).
R E C I T A L S:
     WHEREAS, Sellers is employed by Archstone-Smith Communities L.L.C. or any of its affiliates (the “Employer”) and, through such employment, provides services to the Company and its affiliates;
     WHEREAS, the Board of Directors of Tishman Speyer U.S. Value Added Associates VII, L.L.C. (the “Board”), which is the general partner of Tishman Speyer Real Estate Venture VII Parallel (Governance), L.P., which in turn is the general partner of Tishman Speyer Archstone-Smith Multifamily Parallel (GP), L.P., which in turn is the general partner of Tishman Speyer Archstone-Smith Multifamily Parallel Fund I JV, L.P., the managing member of the Company has determined that it would be in the best interests of the Company and its affiliates to make the award of Class B Units provided for herein to Sellers pursuant to the terms set forth herein.
     NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
     1. Award of Class B Units.
          (a) Class B Units. Subject to the terms and conditions of this Agreement, the Company hereby grants to Sellers an award of 100 Class B Units of the Company (such 100 units, hereinafter called the “Class B Units”). The Class B Units shall vest in accordance with Section 2 of this Agreement.
          (b) Adjustment.
               (i) In the event that there shall be any sale or other extraordinary distribution (whether in the form of cash, membership units of the Company or other property), recapitalization, split or reverse split of equity, reorganization, merger, consolidation, spin-off, combination, repurchase, or unit exchange, or other similar transaction or event affecting the Class B Units, the Board shall cause to be made such equitable adjustments as it, in good faith, deems necessary or appropriate to the number and kind of units issued pursuant to this Agreement to prevent inappropriate dilution or enlargement of the economic interest represented by such units.



               (ii) In the event that securities of the Company are redeemed in connection with the establishment of a new Affiliate or Affiliates, the Company may cancel all or a portion of such Class B Units and issue or cause to be issued to Sellers economically equivalent equity interests in such new Affiliate(s) (a “Reapportionment”), containing terms and conditions that are no less favorable than the terms and conditions set forth herein (including, but not limited to, vesting conditions), to appropriately apportion the incentive compensation element of the Class B Units amongst such Affiliate(s). In the event that a Reapportionment results in any negative

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