Exhibit 99.1

DOUGLAS EMMETT PROPERTIES, LP

PARTNERSHIP UNIT DESIGNATION-2016 LTIP UNITS

Pursuant to Section 4.2 of the Agreement, the Partnership hereby designates an additional class of Partnership Units to be referred to as “ 2016 LTIP Units .” The 2016 LTIP Units are intended to have the same terms and conditions, and to rank pari passu in all regards with, the LTIP Units (the “ 2006 LTIP Units ”) authorized under the previous Partnership Unit Designation adopted in 2006, except for the provision of Section 7 which allows for a Book-Up Hurdle. The 2016 LTIP Units and the 2006 LTIP Units are sometimes collectively referred to as “ LTIP Units ”.

The terms of the 2016 LTIP Units are as follows:

A. Vesting, Generally . 2016 LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of an award, vesting or other similar agreement (a “ Vesting Agreement ”). The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the terms of any plan pursuant to which the 2016 LTIP Units are issued, if applicable. 2016 LTIP Units that have vested and are no longer subject to forfeiture under the terms of a Vesting Agreement are referred to as “ Vested 2016 LTIP Units ”; all other 2016 LTIP Units are referred to as “ Unvested 2016 LTIP Units .” Subject to the terms of any Vesting Agreement, a holder of 2016 LTIP Units shall be entitled to transfer his or her 2016 LTIP Units to the same extent, and subject to the same restrictions as holders of Partnership Common Units are entitled to transfer their Partnership Common Units pursuant to Article XI of the Agreement.

B. Forfeiture or Transfer of Unvested 2016 LTIP Units . Unless otherwise specified in the relevant Vesting Agreement, upon the occurrence of any event specified in a Vesting Agreement as resulting in either the forfeiture of any 2016 LTIP Units, or the right of the Partnership or the General Partner to repurchase 2016 LTIP Units at a specified purchase price, then upon the occurrence of the circumstances resulting in such forfeiture or if the Partnership or the General Partner exercises such right to repurchase, then the relevant 2016 LTIP Units shall immediately, and without any further action, be treated as cancelled or transferred to the General Partner, as applicable, and no longer outstanding for any purpose. Unless otherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any 2016 LTIP Units that have been forfeited, other than any distributions declared with a record date prior to the effective date of the forfeiture. In connection with any forfeiture or repurchase of 2016 LTIP Units, the balance of the portion of the Capital Account of the holder that is attributable to all of his or her 2016 LTIP Units shall be reduced by the amount, if any, by which it exceeds the target balance contemplated by Section 6.1.F of the Agreement, calculated with respect to the holder’s remaining 2016 LTIP Units, if any.

C. Legend . Any certificate evidencing a 2016 LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions on transfer, including without limitation any Vesting Agreement, apply to the 2016 LTIP Unit.

2. Distributions .

A. 2016 LTIP Distribution Amount . Commencing from the Distribution Participation Date (as defined below) established for any 2016 LTIP Units, for any quarterly or other period holders of such 2016 LTIP Units shall be entitled to receive, if, when and as authorized by the General Partner out of funds legally available for the payment of distributions, regular cash distributions in an amount per unit equal to the amount that would have been payable to such holders if the 2016 LTIP Units had been Partnership Common Units for the quarter or other period to which such distributions relate (assuming such 2016 LTIP Units were held for the entire quarter or other period) (the “ 2016 LTIP Distribution Amount ”). Except as otherwise provided by the award, plan or other agreement pursuant to which an LTIP Unit was issued, if an LTIP Unit was outstanding for less than the full quarterly or other period to which the 2016 LTIP Distribution Amount relates, the 2016 LTIP Distribution Amount shall be prorated accordingly, on the basis of actual days elapsed. In addition, from and after the Distribution Participation Date, 2016 LTIP Units shall be entitled to receive, if, when and as authorized by the General Partner out of funds or other property legally available for the payment of distributions, non-liquidating special, extraordinary or other distributions which may be made from time to time, in an amount per unit equal to the amount of any non-liquidating special, extraordinary or other distributions that would have been payable to such holders if the 2016 LTIP Units had been Partnership Common Units (if applicable, assuming such 2016 LTIP Units were held for the entire period to which such distributions relate). 2016 LTIP Units shall also be entitled to receive, if, when and as authorized by the General Partner out of funds or other property legally available for the payment of distributions, distributions representing proceeds of a sale or other disposition of all or substantially all of the assets of the Partnership in an amount per unit equal to the amount of any such distributions payable on the Partnership Common Units, whether made prior to, on or after the Distribution Participation Date, provided that the amount of such distributions shall not exceed the positive balances of the Capital Accounts of the holders of such 2016 LTIP Units to the extent attributable to the ownership of such 2016 LTIP Units. Distributions on the 2016 LTIP Units, if authorized, shall be payable on such dates and in such manner as may be authorized by the General Partner (any such date, a “ Distribution Payment Date ”); provided that the Distribution Payment Date and the record date for determining which holders of 2016 LTIP Units are entitled to receive a distribution shall be the same as the corresponding dates relating to the corresponding distribution on the Partnership Common Units. For the avoidance of doubt, except as otherwise provided by the award, plan or other agreement pursuant to which a 2016 LTIP Unit was issued, if a 2016 LTIP Unit is not outstanding on the applicable record date, no distribution, prorated or otherwise, shall be payable with respect to it.

 

B. Distribution Participation Date . The “ Distribution Participation Date ” for each 2016 LTIP Units will be such date as may be specified in the Vesting Agreement or other documentation pursuant to which such 2016 LTIP Units are issued, and if no such date is specified, the date on which the 2016 LTIP Units are issued.

3. Allocations .

A. In General . Commencing with the portion of the taxable year of the Partnership that begins on the Distribution Participation Date established for any 2016 LTIP Units, such 2016 LTIP Units shall be allocated Net Income and Net Loss in amounts per LTIP Unit equal to the amounts allocated per Partnership Common Unit. The allocations provided by the preceding sentence shall be subject to the provisions of the following Section 3.B and to the special allocations required by Section 6.3.B of the Agreement. The Managing General Partner is authorized in its discretion to delay or accelerate the participation of the 2016 LTIP Units in allocations of Net Income and Net Loss under this Section 3, or to adjust the allocations made under this Section 3 after the Distribution Participation Date, so that the ratio of (i) the total amount of Net Income or Net Loss allocated with respect to each LTIP Unit in the taxable year in which that LTIP Unit’s Distribution Participation Date falls (excluding special allocations under Section 3.B below), to (ii) the total amount distributed to that LTIP Unit with respect to such period, is more nearly equal to the ratio of (i) the Net Income and Net Loss allocated with respect to the General Partner’s Partnership Common Units in such taxable year to (ii) the amounts distributed to the General Partner with respect to such Partnership Common Units and such taxable year.

B. Special Allocations . After giving effect to the special allocations set forth in Sections 6.3.A and 6.3.B of the Agreement, and subject to the prior allocation of income and gain under Section 6.2(i) of the Agreement, any Liquidating Gains shall first be allocated to the holders of 2016 LTIP Units until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of 2016 LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their 2016 LTIP Units; provided that no such Liquidating Gains will be allocated with respect to any particular 2016 LTIP Unit unless, until and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such 2016 LTIP Unit, exceed Liquidating Losses realized since the issuance of such 2016 LTIP Unit. After giving effect to the special allocations set forth in Sections 6.3.A and 6.3.B of the Agreement, in the event that, due to distributions with respect to Partnership Common Units in which the 2016 LTIP Units do not participate or otherwise, the Economic Capital Account Balance of any present or former holder of 2016 LTIP Units, to the extent attributable to the holder’s ownership of 2016 LTIP Units, exceeds the target balance specified above, then Liquidating Losses shall be allocated to such holder to the extent necessary to reduce or eliminate the disparity. In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 3.B, Net Income and Net Loss allocable under the remaining clauses of Section 6.2 ( i.e. Sections 6.2(ii) and following) shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “ Liquidating Gains ” means any net gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including any Liquidating Transaction), including but not limited to net gain realized in connection with an adjustment to the Gross Asset Values of Partnership assets under clause (b) of the definition of Gross Asset Value in the Agreement. Similarly, “ Liquidating Losses ” means any net loss realized in connection with any such event. The “ Economic Capital Account Balances ” of the holders of 2016 LTIP Units will be equal to their Capital Account balances, plus the amount of their shares of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of 2016 LTIP Units. Similarly, the “ Partnership Common Unit Economic Balance ” shall mean (i) the Capital Account balance of the Special Limited Partner, plus the amount of the Special Limited Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the Special Limited Partner’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 6.1.F, divided by (ii) the number of the General Partner’s Partnership Common Units. Any such allocations shall be

made among the holders of 2016 LTIP Units in proportion to the amounts required to be allocated to each under this Section 3.B. The parties agree that the intent of this Section 3.B (as well as, to the extent applicable, Section 6.3.C of the Agreement) is to make the Capital Account balance associated with each 2016 LTIP Unit economically equivalent to the Capital Account balance associated with the Special Limited Partner’s Partnership Common Units (on a per-unit basis), but only if the Partnership has recognized cumulative net gains with respect to its assets since the issuance of the relevant 2016 LTIP Unit.

4. Adjustments .

The Partnership shall maintain at all times a one-to-one correspondence between 2016 LTIP Units and Partnership Common Units for conversion, distribution and other purposes, including without limitation complying with the following procedures; provided that the foregoing is not intended to alter the Capital Account Limitation (as defined in Section 7.B below), the special allocations pursuant to Section 3.B above, differences between non-liquidating distributions to be made with respect to the 2016 LTIP Units and Partnership Common Units prior to the Distribution Participation Date for such 2016 LTIP Units, differences between liquidating distributions to be made with respect to the 2016 LTIP Units and Partnership Common Units pursuant to Section 13.2 of the Partnership Agreement or Section 2.A above in the event that the Capital Accounts attributable to the 2016 LTIP Units are less than those attributable to the Partnership Common Units due to insufficient special allocations pursuant to Section 3.B above or related provisions.

If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the 2016 LTIP Units to maintain such one-for-one correspondence between Partnership Common Units and 2016 LTIP Units. The following shall be “ Adjustment Events ”: (A) the Partnership makes a distribution on all outstanding Partnership Common Units in Partnership Units, (B) the Partnership subdivides the outstanding Partnership Common Units into a greater number of units or combines the outstanding Partnership Common Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding Partnership Common Units by way of a reclassification or recapitalization of its Partnership Common Units. If more than one Adjustment Event occurs, the adjustment to the 2016 LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to the General Partner in respect of a capital contribution to the Partnership of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the Partnership Common Units other than actions specifically described above as Adjustment Events and in the opinion of the General Partner such action would require an adjustment to the 2016 LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the 2016 LTIP Units, to the extent permitted by law and by the terms of any plan pursuant to which the 2016 LTIP Units have been issued, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the 2016 LTIP Units as herein provided the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Partnership shall mail a notice to each holder of 2016 LTIP Units setting forth the adjustment to his or her 2016 LTIP Units and the effective date of such adjustment.

The 2016 LTIP Units shall rank on parity with the Partnership Common Units in all respects, subject to the proviso in the first sentence of Section 4 above.

The 2016 LTIP Units shall have no liquidation preference.

A. Conversion Right . The Vesting Agreement for any 2016 LTIP Unit may specify a minimum increase (a “ Minimum Increase ”) as a percentage or otherwise in the Gross Asset Values of Partnership assets under clause (b) of the definition of Gross Asset Value in the Agreement which must occur following the issuance of that 2016 LTIP Unit before that 2016 LTIP Unit may be converted into Partnership Common Units, which Minimum Increase may be determined in any manner by the General Partner in its sole discretion (any such requirement in a Vesting Agreement, a “ Book-Up Hurdle ”). Provided that any applicable Book-Up Hurdle has been met, a holder of 2016 LTIP Units shall have the right (the “ Conversion Right ”), at his or her option, at any time to convert all or a portion of his or her Vested 2016 LTIP Units into Partnership Common Units. Holders of 2016 LTIP Units shall not have the right to convert Unvested 2016 LTIP Units into Partnership Common Units until they become Vested 2016 LTIP Units; provided , however , that when a holder of 2016 LTIP Units is notified of the expected occurrence of an event that will cause his or her Unvested 2016 LTIP Units to become Vested 2016 LTIP Units and/or meet any applicable Book-Up Hurdle, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and/or meeting of any applicable Book-Up Hurdle, and such Conversion Notice, unless subsequently revoked by the holder of the 2016 LTIP Units, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested 2016 LTIP Units into Partnership Common Units. In all cases, the conversion of any 2016 LTIP Units into Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 7.

B. Number of Units Convertible . Subject to any applicable Book-Up Hurdle, a holder of Vested 2016 LTIP Units may convert such Vested 2016 LTIP Units into an equal number of fully paid and non-assessable Partnership Common Units, giving effect to all adjustments (if any) made pursuant to Section 4. Notwithstanding the foregoing, in no event may a holder of Vested 2016 LTIP Units convert a number of Vested 2016 LTIP Units that exceeds (x) the Economic Capital Account Balance of such holder, to the extent attributable to its ownership of 2016 LTIP Units, divided by (y) the Partnership Common Unit Economic Balance, in each case as determined as of the effective date of conversion (the “ Capital Account Limitation ”).

C. Notice . In order to exercise his or her Conversion Right, a holder of 2016 LTIP Units shall deliver a notice (a “ Conversion Notice ”) in the form attached as Attachment A hereto not less than 10 nor more than 60 days prior to a date (the “ Conversion Date ”) specified in such Conversion Notice. Each holder of 2016 LTIP Units covenants and agrees with the Partnership that all Vested 2016 LTIP Units to be converted pursuant to this Section 7 shall be free and clear of all liens. Notwithstanding anything herein to the contrary or the holding period requirement of Section 15.1 of the Agreement (but subject to the remainder of Section 15.1 of the Agreement), a holder of 2016 LTIP Units may deliver a Redemption Notice pursuant to Section 15.1 of the Agreement relating to those Partnership Common Units that will be issued to such holder upon conversion of such 2016 LTIP Units into Partnership Common Units in advance of the Conversion Date; provided , however , that the redemption of such Partnership Common Units by the Partnership shall in no event take place until the Conversion Date. Notwithstanding the

foregoing, the 1,000 unit minimum provided in Section 15.1.F of the Agreement shall not apply to 2016 LTIP Units. For clarity, it is noted that the objective of this paragraph is to put a holder of 2016 LTIP Units in a position where, if he or she so wishes, the Partnership Common Units into which his or her Vested 2016 LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion notwithstanding such Partnership Common Units were not held for the Fourteen-Month Period, with the further consequence that, if the General Partner elects to assume the Partnership’s redemption obligation with respect to such Partnership Common Units under Section 8.6 of the Agreement by delivering to such holder Shares rather than cash, then such holder can have such Shares issued to him or her simultaneously with the conversion of his or her Vested 2016 LTIP Units into Partnership Common Units. The General Partner shall cooperate with a holder of 2016 LTIP Units to coordinate the timing of the different events described in the foregoing sentence.

D. Forced Conversion . The Partnership, at any time at the election of the General Partner, may cause any number of Vested 2016 LTIP Units held by a holder of 2016 LTIP Units to be converted (a “ Forced Conversion ”) into an equal number of Partnership Common Units, giving effect to all adjustments (if any) made pursuant to Section 4; provided , that the Partnership may not cause a Forced Conversion of any 2016 LTIP Units that would not at the time be eligible for conversion at the option of the holder of such 2016 LTIP Units pursuant to Section 7.B above. In order to exercise its right to cause a Forced Conversion, the Partnership shall deliver a notice (a “ Forced Conversion Notice ”) in the form attached as Attachment B hereto to the applicable holder not less than 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2 of the Agreement.

E. Conversion Procedures . A conversion of Vested 2016 LTIP Units for which the holder thereof has given a Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such holder of 2016 LTIP Units, as of which time such holder of 2016 LTIP Units shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Partnership Common Units issuable upon such conversion. After the conversion of 2016 LTIP Units as aforesaid, the Partnership shall deliver to such holder of 2016 LTIP Units, upon his or her written request, a certificate of the General Partner certifying the number of Partnership Common Units and remaining 2016 LTIP Units, if any, held by such Person immediately after such conversion.

F. Treatment of Capital Account . For purposes of making future allocations under Section 3.B above and applying the Capital Account Limitation, the portion of the Economic Capital Account balance of the applicable holder of 2016 LTIP Units that is treated as attributable to his or her 2016 LTIP Units shall be reduced, as of the date of conversion, by the product of the number of 2016 LTIP Units converted and the Partnership Common Unit Economic Balance.

G. Mandatory Conversion in Connection with a Transaction . If the Partnership or the Special Limited Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Partnership Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an Adjustment Event), in each case as a result of which Partnership Common Units shall be exchanged for or converted into the right, or the holders of Partnership Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “ Transaction ”), then the General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of 2016 LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Partnership were sold at the Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction).

In anticipation of such Forced Conversion and the consummation of the Transaction, the Partnership shall use commercially reasonable efforts to cause each holder of 2016 LTIP Units to be afforded the right to receive in connection with such Transaction in consideration for the Partnership Common Units into which his or her 2016 LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a holder of the same number of Partnership Common Units, assuming such holder of Partnership Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “ Constituent Person ”), or an affiliate of a Constituent Person. In the event that holders of Partnership Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the General Partner shall give prompt written notice to each holder of 2016 LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such holder into Partnership Common Units in connection with such Transaction. If a holder of 2016 LTIP Units fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of a Partnership Common Unit would receive if such holder of Partnership Common Units failed to make such an election.

Subject to the rights of the Partnership and the General Partner under any Vesting Agreement and the terms of any plan under which 2016 LTIP Units are issued, the Partnership shall use commercially reasonable efforts to cause the terms of any Transaction to be consistent with the provisions of this Section 7 and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any holders of 2016 LTIP Units whose 2016 LTIP Units will not be converted into Partnership Common Units in connection with the Transaction that will (i) contain provisions enabling the holders of 2016 LTIP Units that remain outstanding after such Transaction to convert their 2016 LTIP Units into securities as comparable as reasonably possible under the circumstances to the Partnership Common Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the holders of 2016 LTIP Units.

2016 LTIP Units may not be tendered for redemption pursuant to Section 15.1 of the Agreement unless and until such 2016 LTIP Units have been converted into Partnership Common Units (or any other class or series of Partnership Units entitled to such Redemption right) in accordance with their terms. Notwithstanding the foregoing, and except as otherwise permitted by the award, plan or other agreement pursuant to which an LTIP Unit was issued, the Redemption right shall not be exercisable with respect to any Partnership Common Unit issued upon conversion of an LTIP Unit until on or after the date that is two years after the date on which the LTIP Unit was issued, provided however , that the foregoing restriction shall not apply if the Redemption Right is exercised by a LTIP Unit holder in connection with a transaction that falls within the definition of a “change of control” under the agreement or agreements pursuant to which the 2016 LTIP Units were issued to him or her. In no event shall the Fourteen-Month Period set forth in Section 15.1.A apply with respect to Partnership Common Units issued upon conversion of 2016 LTIP Units. 2016 LTIP Units will not be redeemable at the option of the Partnership; provided , however , that the foregoing shall not prohibit the Partnership from repurchasing 2016 LTIP Units from the holder thereof if and to the extent such holder agrees to sell such Units.

A. Voting with Partnership Common Units . Holders of 2016 LTIP Units shall have the right to vote on all matters submitted to a vote of the holders of Partnership Common Units; holders of 2016 LTIP Units and Partnership Common Units shall vote together as a single class, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred. In any matter in which the 2016 LTIP Units are entitled to vote, including an action by written consent, each LTIP Unit shall be entitled to vote a Percentage Interest equal on a per unit basis to the Percentage Interest of the Partnership Common Units.

B. Special Approval Rights . Except as provided in Section 9.A above, holders of 2016 LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of applicable law, if any, and (b) have the additional voting rights that are expressly set forth in this Section 9.B. The General Partner and/or the Partnership shall not, without the affirmative vote of holders of more than 50% of the then outstanding 2016 LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such 2016 LTIP Units, subject to the following exceptions:

(i) no separate consent of the holders of 2016 LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would equally, ratably and proportionately alter, change, modify or amend the rights, powers or privileges of the Partnership Common Units (in which event the holders of 2016 LTIP Units shall only have such voting rights, if any, as provided in Section 14.1 of the Agreement in accordance with Section 9.A above);

(ii) with respect to any merger, consolidation or other business combination or reorganization, so long as the 2016 LTIP Units either (x) are converted into Partnership Common Units immediately prior to the effectiveness of the transaction, (y) remain outstanding with the terms thereof materially unchanged, or (z) if the Partnership is not the surviving entity in such transaction, are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the 2016 LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Partnership Common Units or such other securities into which the 2016 LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2016 LTIP Units, provided further , that if some, but not all, of the 2016 LTIP Units are converted into Partnership Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section will be the consent of the holders of more than 50% of the 2016 LTIP Units to be outstanding following such conversion and Partnership Common Units outstanding voting together as a single class pursuant to Section 9.A above;

(iii) any creation or issuance of any Partnership Common Units or of any class of series of Common Partnership Units or Preference Units of the Partnership (whether ranking junior to, on a parity with or senior to the 2016 LTIP Units with respect to payment of distributions, redemption rights and the distribution of assets upon liquidation, dissolution or winding up), which either (x) does not require the consent of the holders of Partnership Common Units or (y) does require such consent and is authorized by a vote of the holders of Partnership Common Units and 2016 LTIP Units voting together as a single class pursuant to Section 9.A above, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2016 LTIP Units;

(iv) any waiver by the Partnership of restrictions or limitations applicable to any outstanding 2016 LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the 2016 LTIP Units with respect to other holders; and

(v) the General Partner shall have the power, without the consent of holders of 2016 LTIP Units, to amend the Agreement as may be required to reflect any change to the Agreement not otherwise specifically permitted by this Section 9.B that the General Partner deems necessary or appropriate in its sole discretion, provided that such change does not adversely affect or eliminate any right granted to holders of 2016 LTIP Units requiring their approval.

The foregoing voting provisions will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding 2016 LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.

A. Safe Harbor Election . To the extent provided for in Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the date hereof, the Partnership is hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor under which the fair market value of any Partnership Interests issued after the effective date of such Regulations (or other guidance) will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceeds the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agrees to comply with all safe harbor requirements with respect to transfers of such Partnership Interests while the safe harbor election remains effective.

B. Forfeiture Allocations . Upon a forfeiture of any unvested Partnership Interest by any Partner, gross items of income, gain, loss or deduction shall be allocated to such Partner if and to the extent required by final Regulations promulgated after the Effective Date to ensure that allocations made with respect to all unvested Partnership Interests are recognized under Code Section 704(b).

Attachment A to Partnership Unit Designation-2016 LTIP Units

Notice of Election by Partner to Convert

2016 LTIP Units into Partnership Common Units

The undersigned holder of 2016 LTIP Units hereby irrevocably elects to convert the number of Vested 2016 LTIP Units in Douglas Emmett Properties, LP (the “ Partnership ”) set forth below into Partnership Common Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such 2016 LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such 2016 LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion.

Name of Holder:_______________________________________________________________________     

(Please Print: Exact Name as Registered with Partnership)

Number of 2016 LTIP Units to be Converted:_______________     

Conversion Date:______________________________________     

_______    _______________________________________________________________________________________

(Signature of Holder: Sign Exact Name as Registered with Partnership)

______________________________________________________________________________________________    

(Street Address)

______________________________________________________________________________________________

(City)                      (State)                      (Zip Code)

Signature Guaranteed by:__________________________________________________________     

Attachment B to Partnership Unit Designation-2016 LTIP Units

Notice of Election by Partnership to Force Conversion

of 2016 LTIP Units into Partnership Common Units

Douglas Emmett Properties, LP (the “ Partnership ”) hereby irrevocably elects to cause the number of 2016 LTIP Units held by the holder of 2016 LTIP Units set forth below to be converted into Partnership Common Units in accordance with the terms of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended.

Name of Holder:_______________________________________________________________________     

(Please Print: Exact Name as Registered with Partnership)

Number of 2016 LTIP Units to be Converted:__________________     

Conversion Date:________________________________________     

Exhibit 99.2

DOUGLAS EMMETT, INC.

2016 OMNIBUS STOCK INCENTIVE PLAN

2016 LTIP UNIT AWARD AGREEMENT

(Employee)

RECITALS

A.      The Grantee is an employee of Douglas Emmett, Inc. (the “ Company ”) and its subsidiary Douglas Emmett Properties LP, through which the Company conducts substantially all of its operations (the “ Partnership ”).

B.      Pursuant to the Company’s 2016 Omnibus Stock Incentive Plan (as amended and supplemented from time to time, the “ Plan ”) and the Limited Partnership Agreement (the “ LP Agreement ”) of the Partnership, the Company hereby grants to the Grantee an Other Stock-Based Award (as defined in the Plan, referred to herein as an “ Award ”) in the form of, and by causing the Partnership to issue to the Grantee, the number of 2016 LTIP Units (as defined in the LP Agreement) set forth above (the “ Award LTIP Units ”) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the LP Agreement. Upon the close of business on the Grant Effective Date pursuant to this 2016 LTIP Unit Award Agreement (this “ Agreement ”), the Grantee shall receive the Award LTIP Units, subject to the restrictions and conditions set forth herein, in the Plan and in the LP Agreement. Unless otherwise indicated, capitalized terms used herein but not defined shall have the meanings given to those terms in the Plan or the Partnership Unit Designation for the 2016 LTIP Units (the “ LTIP Unit Designation ”).

NOW, THEREFORE , the Company, the Partnership and the Grantee agree as follows:

1.      Effectiveness of Award . Any Grantee who has not previously been admitted as a partner of the Partnership shall be admitted with beneficial ownership of the Award LTIP Units as of the Grant Effective Date by (i) signing and delivering to the Partnership a copy of this Agreement and (ii) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the LP Agreement (attached hereto as Exhibit A ). Upon execution of this Agreement by the Grantee, the Partnership and the Company, the LP Agreement shall be amended to reflect the issuance to the Grantee of the Award LTIP Units and the Partnership shall deliver to the Grantee a certificate of the Partnership certifying the number of 2016 LTIP Units then issued to the Grantee. Thereupon, the Grantee shall have all the rights of a Limited Partner of the Partnership with respect to a number of 2016 LTIP Units equal to the Award LTIP Units, as set forth in the LP Agreement, subject, however, to the restrictions and conditions specified in Section 2 below.

2.      Vesting of Award LTIP Units .

(i) Except as otherwise provided in Sections 2(iii) and 2(iv) below, the Award LTIP Units shall become vested in the amounts and at the times set forth in the table above, provided that except as set forth below the Continuous Service (as defined below) of the Grantee continues through and on the applicable Vesting Date or Dates.

(ii)      There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to each Vesting Date, and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Upon the termination or cessation of the Grantee’s Continuous Service, other than as provided in Section 2(iii), any portion of the Award LTIP Units which is not yet then vested shall automatically and without notice or payment of any consideration by the Company or the Partnership terminate, be forfeited and be and become null and void and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.

(iii)      Notwithstanding any other term or provision of this Agreement, if the [Grantee’s Continuous Service is terminated without Cause by the Company or for Good Reason by the Grantee, or if the ]principal class of securities for which the Award LTIP Units may be exchanged are no longer publicly traded following a Change of Control, then the unvested Award LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of [such termination or ]cessation of trading. The vesting of the Award LTIP Units subject to this Agreement shall not otherwise accelerate on a Sale Event except as provided in this Agreement or with the consent of the Committee. Notwithstanding any other term or provision of this Agreement, if the Grantee’s Continuous Service is terminated as a result of the death of the Grantee, then the unvested Award LTIP Units subject to this Agreement that have not been previously forfeited and which are scheduled to vest during the same calendar year shall immediately vest as of the date of death.

(iv)      [Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another written agreement or arrangement with the Company that provides accelerated vesting of the Award LTIP Units in the event of certain types of employment terminations or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the more favorable vesting terms of such other agreement or arrangement shall control].

(v)      The right to redemption pursuant to Section 15.1 of the Agreement of Limited Partnership of the Partnership shall not be exercisable with respect to any Partnership Common Unit issued upon conversion of the Award LTIP Units until on or after two years after the until on or after the Transferable Date, provided however, that the foregoing restriction shall not apply if the redemption right is exercised in connection with a “Change of Control”.

(vi)      For purposes of this Agreement, the following terms shall have the meanings indicated:

[“ Cause ” for termination of the Grantee’s employment means (A) if the Grantee is a party to an employment or other similar service agreement with the Company (a “ Service Agreement ”), and “cause” is defined therein, such definition, or (B) if the Grantee is not party to a Service Agreement or the Grantee’s Service Agreement does not define “cause,” then Cause means any of the following: (a) any act or omission by the Grantee which constitutes intentional misconduct or a willful violation of law or a material written Company policy previously provided to the Grantee; (b) the Grantee receiving a benefit, money, property or services from the Company or any Subsidiary or another person dealing with the Company or any Subsidiary in violation of applicable law or written policy of the

Company or any Subsidiary; (c) an act of fraud, conversion, misappropriation or embezzlement by the Grantee or conviction of, indictment for (or its procedural equivalent) or entering a guilty plea or plea of no contest with respect to a felony, the equivalent thereof or any crime with respect to which imprisonment is a possible punishment or which involves moral turpitude; or (d) any other failure by the Grantee to perform his material and reasonable duties and responsibilities as an employee, director or consultant of the Company or any Subsidiary which continues for ten (10) days following written notice from the Company or any Subsidiary (except in the case of a willful failure to perform his duties or a willful breach, which shall require no notice). For purposes of the foregoing sentence, no act, or failure to act, on the Grantee's part shall be considered "willful" unless the Grantee acted, or failed to act, in bad faith or without reasonable belief that his act or failure to act was in the best interest of the Company or any Subsidiary.]

“ Change of Control ” shall be deemed to have occurred (A) if the Grantee is a party to a Service Agreement, and “change of control” is defined therein, as provided in such definition, or (B) if the Grantee is not party to a Service Agreement or the Grantee’s Service Agreement does not define “change of control”, if

(i) there shall be consummated (a) any consolidation or merger of the Company, other than a merger or consolidation of the Company in which (1) the holders of the Company's common stock immediately prior to the merger or consolidation have at least fifty one percent (51%) ownership of the total voting power of the surviving entity immediately after the merger or consolidation, and (2) no person (other than an Exempted Holder as defined below) beneficially owns (as such term is defined in Rule 13d‑3 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ")), directly or indirectly, twenty percent (20%) or more of the total voting power of the surviving entity or (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or

(ii) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, or

(iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) other than an Exempted Holder (as defined below) shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of the Company's Common Stock. “ Exempted Holder ” means (a) the Company or any majority-owned Subsidiary ( provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned Subsidiary); (b) any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust sponsored or maintained by the Company or any Subsidiary; (c) any underwriter temporarily holding securities pursuant to an offering of such securities; or (d) Dan Emmett, Jordan Kaplan or Ken Panzer, their immediate family members and family trusts or family-only partnerships and any charitable foundations, any entities in which they and their families beneficially own a majority of the voting interests, and any “group” (as described in Rule 13d-5(b)(i) under the Exchange Act) including them. However, a Change in Control shall not be deemed to have occurred if a person’s percentage interest increases over twenty (20%) solely as a result of a decrease in the outstanding stock because of an acquisition of securities by the Company; provided , however , that a “Change in Control” shall be deemed to have occurred on any subsequent acquisitions of the Company's Common Stock by that person (other than pursuant to a stock split, stock dividend, or similar transaction) at a time when that person beneficially owns twenty percent (20%) or more of the Company's outstanding Common Stock, or

(iv) the Board shall cease for any reason to have a majority of Uncontested Directors. “ Uncontested Directors ” means directors who were initially elected or initially nominated (i) by a vote of at least two-thirds of the then Uncontested Directors and (ii) not as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation.

“ Continuous Service ” shall be defined (1) if the Grantee is a party to a Service Agreement, and “continuous service” or its equivalent is defined therein, as provided in such definition, or (2) if the Grantee is not party to a Service Agreement or the Grantee’s Service Agreement does not define “continuous service” or its equivalent, as the continuous service to the Company and any Subsidiary, without interruption or termination, in any capacity of employee, member of the Board or, with the written permission of the Company, consultant. Continuous Service shall not be considered interrupted in the case of (A) any approved leave of absence, (B) transfers among the Company and any Subsidiary, or any successor, in any capacity of employee, member of the Board or consultant, or (C) any change

in status as long as the individual remains in the service of the Company and any Subsidiary in any capacity of employee, member of the Board or (if the Company specifically agrees in writing that the Continuous Service is not uninterrupted) a consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave.

[“ Good Reason ” for termination of the Grantee’s employment shall be deemed to exist (1) if the Grantee is a party to a Service Agreement, and “good reason” or its equivalent is defined therein, as provided in such definition, or (2) if the Grantee is not party to a Service Agreement or the Grantee’s Service Agreement does not define “good reason” or its equivalent, where the Grantee gives notice to the Board of his voluntary resignation within ninety (90) days after the occurrence of any of the following, without the Grantee’s written consent: (a) the failure of the Company to pay or cause to be paid any salary, bonus or other payment owed to the Grantee, when due under any Grantee Service Agreement or otherwise, subject to a ten (10) day cure period by the Company (except in the case of a willful failure, which shall require no notice); or (b) within four (4) months after a Change of Control, a substantial diminution in the Grantee’s duties, authority or responsibility (but not title or position), subject to a thirty (30) day cure period by the Company (except in the case of a willful breach, which shall require no notice).]

“ Non-Vested LTIP Units ” means any portion of the Award LTIP Units subject to this Agreement that has not become vested pursuant to Section 2.

“ Service Agreement ” means any written employment or other similar service agreement between Grantee and the Company.

“ Vested LTIP Units ” means any portion of the Award LTIP Units subject to this Agreement that is and has become vested pursuant to Section 2.

3.      Distributions . Distributions on the Award LTIP Units shall be paid to the Grantee to the extent provided for in the LP Agreement. The Distribution Participation Date (as defined in the LP Agreement) for the Award LTIP Units shall be the Grant Effective Date.

4.      Rights with Respect to Award LTIP Units . Without duplication with the provisions of Section 3 of the Plan, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or capital stock of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, or other similar change in the capital structure of the Company, or any distribution to holders of Common Stock other than ordinary cash dividends, shall occur or (iii) any other event shall occur which in the judgment of the Committee necessitates action by way of adjusting the terms of the Agreement, then and in that event, the Committee shall take such action as shall be necessary to maintain the Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement prior to such event, including, but not limited to, adjustments in the number of Award LTIP Units then subject to this Agreement and substitution of other awards under the Plan or otherwise. The Grantee shall have the right to vote the Award LTIP Units if and when voting is allowed under the LP Agreement, regardless of whether vesting has occurred.

5.      Book-Up Hurdle for Conversion . The Award LTIP Units have a Book-Up Hurdle with a Minimum Increase as set forth on the first page of this Agreement, and may not be converted into of Partnership Common Units until after the Partnership has recognized such Minimum Increase in Gross Asset Value following the Grant Effective Date.

6.      Forfeiture of Award LTIP Units if not Converted before Termination Date . The Award LTIP Units shall be forfeited, and all rights to the Award LTIP Units hereunder shall terminate and be of no further force or effect, in the event that the Conversion Date (as defined in Section 7 of the LTIP Unit Designation) for the Award LTIP Units has not occurred prior to the Termination Date set forth on the first page of this Agreement.

7.      Incorporation of Plan . This Agreement is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement or any Service Agreement and the Plan, the terms and conditions of the Plan shall control. In the event of any discrepancy or inconsistency between this Agreement and any Service Agreement, the terms and conditions of the Service Agreement shall control.

8.      Restrictions on Transfer . None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “ Transfer ”), or redeemed in accordance with the LP Agreement (i) until the later of the date they become convertible into Partnership Common Units or, except in connection with a Change of Control, the Transferable Date, or (ii) unless such Transfer is in compliance with (a) all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended (the “ Securities Act ”)), and (b) the applicable terms and conditions of the LP Agreement; provided that, (1) upon the approval of, and subject to the terms and conditions specified by, the Committee, LTIP Units that are then convertible into Partnership Common Units and that have been held for a period of at least two (2) years beginning on the Grant Effective Date may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“ Immediate Family Members ”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 8 and (2) Award LTIP Units may be converted into Partnership Common Units to the extent otherwise permitted hereunder provided that the General Partner approves such conversion and any Partnership Common Units received on conversion may not be transferred or submitted for redemption other than as permitted until transferable under the provisions of clause (i). In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terms and conditions of this Section 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

9.      Legend . The records of the Partnership evidencing the Award LTIP Units shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such Award LTIP Units are subject to restrictions as set forth herein, in the Plan and in the LP Agreement.

10.      Tax Matters; Section 83(b) Election . The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

11.      Withholding and Taxes . No later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the Award LTIP Units granted hereunder, the Grantee will pay to the Company or, if appropriate, any of its Subsidiaries, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee.

12.      Amendment, Modification . This Agreement may only be modified or amended in a writing signed by the parties hereto, provided that the Grantee acknowledges that the Plan may be amended or discontinued in accordance with Section 16 thereof and that this Agreement may be amended or canceled by the Committee, on behalf of the Company and the Partnership, for the purpose of satisfying changes in law or for any other lawful purpose, so long as no such action shall impair the Grantee’s rights under this Agreement without the Grantee’s written consent. No promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by the parties which are not set forth expressly in this Agreement.

13.      Complete Agreement . This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding

between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

14.      Investment Representation; Registration . The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C attached hereto as of the Grant Effective Date and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the Company.

15.      No Obligation to Continue Employment or Other Service Relationship . Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue to have the Grantee provide services to it or to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate its service relationship with the Grantee or the employment of the Grantee at any time.

16.      No Limit on Other Compensation Arrangements . Nothing contained in this Agreement shall preclude the Company from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

17.      Status of Award LTIP Units under the Plan . The Award LTIP Units are both issued as equity securities of the Partnership and granted as “Other Stock-Based Awards” under the Plan. The Company will have the right at its option, as set forth in the LP Agreement, to issue Stock in exchange for partnership units into which Vested LTIP Units may have been converted pursuant to the LP Agreement, subject to certain limitations set forth in the LP Agreement, and such Stock, if issued, will be issued under the Plan. The Grantee acknowledges that the Grantee will have no right to approve or disapprove such election by the Company.

18.      Severability . If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of Award LTIP Units hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award hereunder shall remain in full force and effect).

19.      Section 409A . If any compensation provided by this Agreement may result in the application of Section 409A of the Code, the Company shall, in consultation with the Grantee, modify the Agreement in the least restrictive manner necessary in order to, where applicable, (i) exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A or (ii) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and to make such modifications, in each case, without any diminution in the value of the benefits granted hereby to the Grantee.

20.      Law Governing . This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Maryland (without reference to the conflict of laws rules or principles thereof).

21.      Headings . Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.

22.      Notices . Notices hereunder shall be mailed or delivered to the Partnership at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Partnership or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

23.      Counterparts . This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement.

24.      Successors and Assigns . The rights and obligations created hereunder shall be binding on the Grantee and his heirs and legal representatives and on the successors and assigns of the Partnership.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Award to be executed as of December 9, 2016.

DOUGLAS EMMETT, INC.

By:_______________________________________________     

   

DOUGLAS EMMETT PROPERTIES LP

By: DOUGLAS EMMETT MANAGEMENT, INC.

Its: General Partner

By:_______________________________________________     

The Grantee

________________________________________________________    

Grantee Name

Street Address

City, State, Zip

    

EXHIBIT A

FORM OF LIMITED PARTNER SIGNATURE PAGE

The Grantee, desiring to become one of the within named Limited Partners of Douglas Emmett Properties LP, hereby becomes a party to the Agreement of Limited Partnership of Douglas Emmett Properties LP, as amended through the date hereof (the “ Partnership Agreement ”). The Grantee agrees that this signature page may be attached to any counterpart of the Partnership Agreement.

Signature Line for Limited Partner:

By:__________________________     

Name: _______________________

Dated as of December ____, 2016

Address of Limited Partner:

_________________________________    

_________________________________    

_________________________________    

EXHIBIT B

ELECTION TO INCLUDE IN GROSS INCOME IN YEAR OF

TRANSFER OF PROPERTY PURSUANT TO SECTION 83(b)

OF THE INTERNAL REVENUE CODE

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

Name:_____________________________________________________(the " Taxpayer ")

Address:___________________________________________________    

__________________________________________________________

Social Security No./Taxpayer Identification No.: ___________________     

________ 2016 LTIP Units in Douglas Emmett Properties LP (the “ Partnership ”).

Dated: December 9, 2016                Sign:______________________________________                        

Print Name:_________________________________

The Grantee also acknowledges that any delivery of the Background Documents and other information relating to the Company and the Partnership prior to the determination by the Partnership of the suitability of the Grantee as a holder of Award LTIP Units shall not constitute an offer of Award LTIP Units until such determination of suitability shall be made.

2. The Grantee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), or (B) by reason of the business and financial experience of the Grantee, together with the business and financial experience of those persons, if any, retained by the Grantee to represent or advise him or her with respect to the grant to him or her of LTIP Units, the potential conversion of LTIP Units into common units of the Partnership (“ Common Units ”) and the potential redemption of such Common Units for shares of common stock in the Company (“ Shares ”), has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Grantee (I) is capable of evaluating the merits and risks of an investment in the Partnership and potential investment in the Company and of making an informed investment decision, (II) is capable of protecting his or her own interest or has engaged representatives or advisors to assist him or her in protecting his or her its interests, and (III) is capable of bearing the economic risk of such investment.

3. The Grantee understands that (A) the Grantee is responsible for consulting his or her own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Grantee is or by reason of the award of LTIP Units may become subject, to his or her particular situation; (B) the Grantee has not received or relied upon business or tax advice from the Company, the Partnership or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Grantee provides or will provide services to the Partnership on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership, as the Grantee believes to be necessary and appropriate to make an informed decision to accept this Award of LTIP Units; and (D) an investment in the Partnership and/or the Company involves substantial risks. The Grantee has been given the opportunity to make a thorough investigation of matters relevant to the LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership and the Company and their respective activities (including, but not limited to, the Background Documents). The Grantee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Grantee to verify the accuracy of information conveyed to the Grantee. The Grantee confirms that all documents, records, and books

pertaining to his or her receipt of LTIP Units which were requested by the Grantee have been made available or delivered to the Grantee. The Grantee has had an opportunity to ask questions of and receive answers from the Partnership and the Company, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Grantee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Grantee by the Partnership or the Company. The Grantee did not receive any tax, legal or financial advice from the Partnership or the Company and, to the extent it deemed necessary, has consulted with its own advisors in connection with its evaluation of the Background Documents and this Agreement and the Grantee’s receipt of LTIP Units.

4. The LTIP Units to be issued, the Common Units issuable upon conversion of the LTIP Units and any Shares issued in connection with the redemption of any such Common Units will be acquired for the account of the Grantee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein, without prejudice, however, to the Grantee’s right (subject to the terms of the LTIP Units, the Plan and this Agreement) at all times to sell or otherwise dispose of all or any part of his or her LTIP Units, Common Units or Shares in compliance with the Securities Act, and applicable state securities laws, and subject, nevertheless, to the disposition of his or her assets being at all times within his or her control.

  

5. The Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the Common Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Common Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by the Partnership and the Company on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Grantee contained herein, (C) such LTIP Units, or Common Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such LTIP Units and Common Units and (E) neither the Partnership nor the Company has any obligation or intention to register such LTIP Units or the Common Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except, that, upon the redemption of the Common Units for Shares, the Company currently intends to issue such Shares under the Plan and pursuant to a Registration Statement on Form S-8 under the Securities Act, to the extent that (I) the Grantee is eligible to receive such Shares under the Plan at the time of such issuance and (II) the Company has filed an effective Form S-8 Registration Statement with the Securities and Exchange Commission registering the issuance of such Shares. The Grantee hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units which are set forth in the Partnership Agreement and this Agreement, the Grantee may have to bear the economic risk of his or her ownership of the LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units for an indefinite period of time.

6. The Grantee has determined that the LTIP Units are a suitable investment for the Grantee.

7. No representations or warranties have been made to the Grantee by the Partnership or the Company, or any officer, director, shareholder, agent, or affiliate of any of them, and the Grantee has received no information relating to an investment in the Partnership or the LTIP Units except the information specified in this Paragraph (b).

8. So long as the Grantee holds any LTIP Units, the Grantee shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Internal Revenue Code of 1986, as amended (the “ Code ”), applicable to the Partnership or to comply with requirements of any other appropriate taxing authority.

9. The Grantee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election form attached to this Agreement as Exhibit B . The Grantee agrees to file the election (or to permit the Partnership to file such election

on the Grantee’s behalf) within thirty (30) days after the Award of the LTIP Units hereunder with the IRS Service Center at which such Grantee files his or her personal income tax returns, and to file a copy of such election with the Grantee’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to the Grantee.

10. The address set forth on the signature page of this Agreement is the business address of the Grantee who is a resident of the country and state in which such address is sited. The Grantee has no present intention of becoming a resident of any other country, state or jurisdiction.

11. The representations of the Grantee as set forth above are true and complete to the best of the information and belief of the Grantee, and the Partnership shall be notified promptly of any changes in the foregoing representations.