EX-10.2



 





EXHIBIT 10.2




CEDAR FAIR, L.P.,

2000 EQUITY INCENTIVE PLAN



SECTION 1. PURPOSE. The purposes of the Cedar Fair, L.P., 2000 Equity Incentive Plan (the “Plan”)
are to encourage employees of Cedar Fair, L.P. (the “Company”) and its subsidiaries (the Company
and its subsidiaries are herein collectively referred to as “Cedar Fair”), and its general partner,
Cedar Fair Management Company (“CFMC”), and their respective officers and directors, to acquire a
proprietary and vested interest in the growth and performance of Cedar Fair, to generate an
increased incentive to contribute to Cedar Fair’s future success and prosperity, thus enhancing the
value of Cedar Fair for the benefit of its limited partners (or unitholders), and to enhance the
ability of Cedar Fair to attract and retain individuals of exceptional managerial talent upon whom,
in large measure, the sustained progress, growth and profitability of Cedar Fair depends.



SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the meanings set
forth below:




     (a) “Award” shall mean any Option, Unit Appreciation Right, Restricted Unit Award,
Performance Unit, Distribution Equivalent, Other Unit Award, or any other right, interest, or
option relating to Units or other securities of the Company granted pursuant to the provisions of
the Plan.



     (b) “Award Agreement” shall mean any written agreement, contract, or other instrument or
document evidencing any Award granted by the Committee hereunder and signed by both the Company and
the Participant.



     (c) “Board” shall mean the Board of Directors of CFMC.



     (d) A “Change in Control” of the Company shall have occurred at any time after the Effective
Date when:




(i) any Acquiring Person (other than (A) the Company or any related entity, (B) any employee
benefit plan of the Company or any related entity or any trustee of or fiduciary with
respect to any such plan when acting in such capacity, or (C) any person who, on the
Effective Date of the Plan, is an Affiliate of the Company and owning in excess of ten
percent (10%) of the outstanding Units of the Company and the respective successors,
executors, legal representatives, heirs, and legal assigns of such person), alone or
together with its Affiliates and Associates, has acquired or obtained the right to acquire
the beneficial ownership of twenty-five percent (25%) or more of the Units then outstanding
(except pursuant to an offer for all outstanding Units of the Company at a price and upon
such terms and conditions as a majority of the Continuing Directors determine to be in the
best interests of the Company and its unitholders (other than the Acquiring Person or any
Affiliate or Associate thereof on whose behalf the offer is being made));



 









 






(ii) the Company files a report or proxy statement with the SEC pursuant to the Exchange Act
disclosing in response to Item 1 of Form 8-K thereunder or Item 6(e) of Schedule 14A
thereunder that a Change in Control of the Company has or may have occurred or will or may
occur in the future pursuant to any then-existing contract or transaction;




(iii) the unitholders of the Company approve a transaction pursuant to which the Company is
to be merged with or into, consolidated with, or become the subsidiary of another entity and
immediately after giving effect to that transaction, less than 45% of the then outstanding
voting securities of the surviving or resulting entity or (if the Company is to become a
subsidiary in the transaction) of the ultimate parent of the Company will represent or will
have been issued in exchange for voting securities of the Company outstanding immediately
prior to the transaction;




(iv) the unitholders of the Company approve a transaction pursuant to which all or
substantially all of the assets of the Company are to be leased, sold, transferred or
otherwise disposed of in a single transaction or a series of related transactions to a
single purchaser or a group of affiliated purchasers; or




(v) CFMC ceases to be the sole managing general partner of the Company, except with the
prior affirmative vote or approval of holders of shares of CFMC entitling them to exercise a
majority of the voting power of CFMC in the election of directors.




(1) “Acquiring Person” means any person (any individual, firm, corporation or other
entity) who or which, together with all Affiliates and Associates, has acquired or
obtained the right to acquire the beneficial ownership of twenty-five percent (25%)
or more of the Units then outstanding.




(2) “Affiliate” and “Associate” shall have the respective meanings ascribed to such
terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.




(3) “Continuing Director” means any person who was a member of the Board on the
Effective Date of the Plan or thereafter elected to the Board or appointed by the
Board prior to the date as of which the Acquiring Person (other than an Acquiring
Person described in clauses (A), (B), or (C) of paragraph (i) of the definition of
“Change in Control”) became the owner of more than ten percent (10%) of the
outstanding Units of the Company, or a person designated (before his initial
election or employment as a director) as a Continuing Director by three-fourths of
the Whole Board, but only if a majority of the Whole Board shall then consist of
Continuing Directors.




(4) “Whole Board” means the total number of directors which the Board would have if
there were no vacancies.



     (e) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any successor thereto.



 









 





     (f) “Committee” shall mean the Compensation Committee of the Board, composed of no fewer than
three directors, each of whom is a Non-Employee Director, or any other committee or designee of the
Board that the Board authorizes to administer this Plan; provided, however, that Awards to, and
other determinations hereunder with respect to, Participants who are subject to Section 16 of the
Exchange Act and the rules and regulations thereunder shall, to the extent practicable, be made by
the Board or by a committee of the Board meeting the requirements of Rule 16b-3(d)(1) under the
Exchange Act, as from time to time amended or superseded.



     (g) “Company” shall mean Cedar Fair, L.P., a Delaware limited partnership.



     (h) “Distribution Equivalent” shall mean any right granted pursuant to Section 13(h) hereof.



     (i) “Eligible Person” shall mean any employee of the Company or of any related entity, and
any officer or director thereof (including directors who are not employees of the Company or any
related entity). Unless otherwise determined by the Committee in its sole discretion, for purposes
of the Plan, an Eligible Person shall be considered to have terminated employment and to have
ceased to be an Eligible Person if his or her employer ceases to be a related entity of the
Company, even if he or she continues to be employed by such employer.



     (j) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time, and any successor thereto.



     (k) “Fair Market Value” shall mean, with respect to any property, the fair market value of
such property determined by such methods or procedures as shall be established from time to time by
the Committee.



     (l) “Non-Employee Director” shall have the meaning set forth in Rule 16b-3(b)(3) promulgated
by the Securities and Exchange Commission under the Exchange Act or any successor definition
adopted by the Securities and Exchange Commission.



     (m) “Option” shall mean any right granted to a Participant under Section 6 hereof allowing
such Participant to purchase Units at such price or prices and during such period or periods as the
Committee shall determine.



     (n) “Other Unit Award” shall mean any right granted to a Participant by the Committee
pursuant to Section 10 hereof.



     (o) “Participant” shall mean an Eligible Person who is selected by the Committee to receive
an Award under the Plan.



     (p) “Performance Award” shall mean any Award of Performance Units pursuant to Section 9
hereof.



     (q) “Performance Period” shall mean that period established by the Committee at the time any
Performance Award is granted or at any time thereafter during which any performance goals specified
by the Committee with respect to such Award are to be measured.



 









 





     (r) “Performance Unit” shall mean any grant pursuant to Section 9 hereof of a unit valued by
reference to a designated number of Units or other property, which value may be paid to the
Participant by delivery of such property as the Committee shall determine, including, without
limitation, cash, Units, or any combination thereof, upon achievement of such performance goals
during the Performance Period as the Committee shall establish at the time of such grant or
thereafter.



     (s) “Person” shall mean any individual, corporation, partnership, association, joint-stock
company, trust, unincorporated organization, limited liability company, other entity or government
or political subdivision thereof.



     (t) “Restricted Unit” shall mean any Unit issued with the restriction that the holder may not
sell, transfer, pledge, or assign such Unit and with such other restrictions as the Committee, in
its sole discretion, may impose (including, without limitation, any restriction on the right to
vote such Unit, and the right to receive any cash distributions) which restrictions may lapse
separately or in combination at such time or times, in installments or otherwise, as the Committee
may deem appropriate.



     (u) “Restricted Unit Award” shall mean an award of Restricted Unit under Section 8 hereof.



     (v) “Unit” shall mean a unit of limited partnership interest of the Company.



     (w) “Unit Appreciation Right” shall mean any right granted to a Participant pursuant to
Section 7 hereof to receive, upon exercise by the Participant, the excess of (i) the Fair Market
Value of one Unit on the date of exercise or, if the Committee shall so determine, at any time
during a specified period before the date of exercise over (ii) the grant price of the right on the
date of grant, or if granted in connection with an outstanding Option on the date of grant of the
related Option, as specified by the Committee in its sole discretion, which (other than in the case
of substitute awards which shall have the same prices as the original awards) shall not be less
than the Fair Market Value of one Unit on such date of grant of the right or the related Option, as
the case may be. Any payment by the Company in respect of such right may be made in cash, Units,
other property or any combination thereof, as the Committee, in its sole discretion, shall
determine.


SECTION 3. ADMINISTRATION. The Plan shall be administered by the Committee. The Committee shall
have full power and authority, subject to such orders or resolutions not inconsistent with the
provisions of the Plan as may from time to time be adopted by the Board, to: (a) select the
Eligible Persons to whom Awards may from time to time be granted hereunder; (b) determine the type
or types of Award to be granted to each Participant hereunder; (c) determine the number of Units to
be covered by each Award granted hereunder; (d) determine the terms and conditions, not
inconsistent with the provisions of the Plan, of any Award granted hereunder; (e) determine
whether, to what extent and under what circumstances Awards may be settled in cash, Units or other
property or canceled or suspended; (f) determine whether, to what extent and under what
circumstances cash, Units and other property and other amounts payable with respect to an Award
under this Plan shall be deferred either automatically or at the election of the Participant; (g)
interpret and administer the Plan and any instrument or agreement entered into under the Plan, (h)
establish such rules and regulations and appoint such


 









 






agents as it shall deem appropriate for the proper administration of the Plan; and (i) make any
other determination and take any other action that the Committee deems necessary or desirable for
administration of the Plan. Decisions of the Committee shall be final, conclusive and binding upon
all persons including the Company, any Participant, any unitholder, and any Eligible Person of the
Company or of any Affiliate. A majority of the members of the Committee may determine its actions
and fix the time and place of its meetings.




SECTION 4. DURATION OF, AND UNITS SUBJECT TO PLAN.




     (a) TERM. Subject to the provisions of Section 15 below, the Plan shall remain in effect for
10 years after the Effective Date.



     (b) UNITS SUBJECT TO THE PLAN. The maximum number of Units with respect to which Awards may
be granted under the Plan, subject to adjustment as provided in Section 4(c) of the Plan, is
4,830,000 Units. Notwithstanding the foregoing, no Participant may be granted Awards in any one
calendar year with respect to more than two-hundred thousand (200,000) Units, except that the
foregoing limitation shall not apply to Awards contemplated by the restructuring of CFMC’s
executive compensation as described in the Company’s proxy statement dated July 26, 2000 for the
Special Meeting of Unitholders called to be held August 25, 2000.


For the purpose of computing the total number of Units available for Awards under the Plan, there
shall be counted against the foregoing limitations the number of Units subject to issuance upon
exercise or settlement of Awards as of the dates on which such Awards are granted. The Units which
were previously subject to Awards shall again be available for Awards under the Plan if any such
Awards are forfeited, terminated, unexercised at the time of expiration, settled in cash or
exchanged for other Awards (to the extent of such forfeiture or expiration of such Awards), or if
the Units subject thereto can otherwise no longer be issued. Further, any Units which are used as
full or partial payment to the Company by a Participant of the purchase price upon exercise of a
Unit Option shall again be available for Awards under the Plan.



Units which may be issued under the Plan may be either authorized and unissued Units or issued
Units which have been reacquired by Cedar Fair. No fractional Units shall be issued under the
Plan.




     (c) CHANGES IN UNITS. In the event of any merger, reorganization, consolidation,
recapitalization, unit dividend, unit split, reverse unit split, spin off or similar transaction or
other change in legal structure affecting the Units, such adjustments and other substitutions shall
be made to the Plan and to Awards as the Committee in its sole discretion deems equitable or
appropriate, including without limitation such adjustments in the aggregate number, class, and kind
of Units which may be delivered under the Plan, in the aggregate or to any one Participant, in the
number, class, kind, and option or exercise price of Units subject to outstanding Options, Unit
Appreciation Rights or other Awards granted under the Plan, and in the number, class and kind of
Units subject to Awards granted under the Plan (including, if the Committee deems appropriate, the
substitution of similar options to purchase the shares of, or other awards denominated in the
shares of, another company) as the Committee may determine to be appropriate in its sole
discretion, provided that the number of Units or other securities subject to any Award shall always
be a whole number.



 









 




SECTION 5. ELIGIBILITY. Any Eligible Person shall be eligible to be selected as a Participant,
except that any member of the Committee shall not participate in his own selection as a
Participant, or in the grant of any Award to such member of the Committee.



SECTION 6. UNIT OPTIONS. Options may be granted hereunder to Participants either alone or in
addition to other Awards granted under the Plan. Any Option granted under the Plan shall be
evidenced by an Award Agreement in such form as the Committee may from time to time approve. Any
such Option shall be subject to the following terms and conditions and to such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem
desirable:




     (a) OPTION PRICE. The purchase price per Unit purchasable under an Option shall be
determined by the Committee in its sole discretion; provided that, subject to the next succeeding
proviso, such purchase price shall not be less than the Fair Market Value of the Unit on the date
of the grant of the Option; and provided, further, that the Committee in its sole discretion, may
determine at the time of grant of an Option that the purchase price shall be reduced prior to the
exercise of the Option (but in no event to less than zero) by an amount equal to the cash
distributions per Unit made by the Company on its issued and outstanding Units when and as such
cash distributions are made by the Company.



     (b) OPTION PERIOD. The term of each Option shall be fixed by the Committee in its sole
discretion.



     (c) EXERCISABILITY. Options shall be exercisable at such time or times as determined by the
Committee at or subsequent to grant.



     (d) METHOD OF EXERCISE. Subject to the other provisions of the Plan and any applicable Award
Agreement, any Option may be exercised by the Participant in whole or in part at such time or
times, and the Participant may make payment of the option price in such form or forms, including,
without limitation, payment by delivery of cash, Units or other consideration (including, where
permitted by law and the Committee, Awards, including Awards other than the Option then being
exercised) having a Fair Market Value on the exercise date equal to the total option price, or by
any combination of cash, Units, and other consideration as the Committee may specify in the
applicable Award Agreement.


SECTION 7. UNIT APPRECIATION RIGHTS. Unit Appreciation Rights may be granted hereunder to
Participants either alone or in addition to other Awards granted under the Plan and may, but need
not, relate to a specific Option granted under Section 6. The provisions of Unit Appreciation
Rights need not be the same with respect to each recipient. Any Unit Appreciation Right related to
an Option may be granted at the same time such Option is granted or at any time thereafter before
exercise or expiration of such Option. In the case of any Unit Appreciation Right related to any
Option, the Unit Appreciation Right or applicable portion thereof shall terminate and no longer be
exercisable upon the termination or exercise of the related Option, except that a Unit Appreciation
Right granted with respect to less than the full number of Units covered by a related Option shall
not be reduced until the exercise or termination of the related Option exceeds the number of Units
not covered by the Unit Appreciation Right. Any Option related to any Unit Appreciation Right
shall no longer be exercisable to the extent the related


 









 






Unit Appreciation Right has been exercised. The Committee may impose such conditions or
restrictions on the exercise of any Unit Appreciation Right as it shall deem appropriate.




SECTION 8. RESTRICTED UNITS.




     (a) ISSUANCE. Restricted Unit Awards may be issued hereunder to Participants, for no cash
consideration or for such minimum consideration as may be required by applicable law, either alone
or in addition to other Awards granted under the Plan. The provisions of Restricted Unit Awards
need not be the same with respect to each recipient.



     (b) REGISTRATION. Any Restricted Units issued hereunder may be evidenced in such manner as
the Committee in its sole discretion shall deem appropriate, including, without limitation,
book-entry registration or issuance of a unit certificate or certificates. In the event any unit
certificate is issued in respect of Restricted Units awarded under the Plan, such certificate shall
be registered in the name of the Participant, and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Award.



     (c) FORFEITURE. Except as otherwise determined by the Committee at the time of grant, upon
termination of employment for any reason during the restriction period, all Restricted Units still
subject to restriction shall be forfeited by the Participant and reacquired by the Company;
provided that, in the event of a Participant’s retirement, permanent disability, other termination
of employment or death, or in cases of special circumstances, the Committee may, in its sole
discretion, when it finds that a waiver would be in the best interests of the Company, waive in
whole or in part any or all remaining restrictions with respect to such Participant’s Restricted
Units. Unrestricted Units, evidenced in such manner as the Committee shall deem appropriate, shall
be issued to the grantee promptly after the expiration of the period of forfeiture, as determined
or modified by the Committee.


SECTION 9. PERFORMANCE AWARDS. Performance Awards may be issued hereunder to Participants, for no
cash consideration or for such minimum consideration as may be required by applicable law, either
alone or in addition to other Awards granted under the Plan. The performance criteria to be
achieved during any Performance Period and the length of the Performance Period shall be determined
by the Committee upon the grant of each Performance Award. Except as provided in Section 11,
Performance Awards will be distributed only after the end of the relevant Performance Period.
Performance Awards may be paid in cash, Units, other property or any combination thereof, in the
sole discretion of the Committee at the time of payment. The performance levels to be achieved for
each Performance Period and the amount of the Award to be distributed shall be conclusively
determined by the Committee. Performance Awards may be paid in a lump sum or in installments
following the close of the Performance Period.




SECTION 10. OTHER UNIT AWARDS.




     (a) UNITS AND ADMINISTRATION. Other Awards of Units and other Awards that are valued in
whole or in part by reference to, or are otherwise based on, Units or other property (“Other Unit
Awards”) may be granted hereunder to Participants, either alone or in addition to other Awards
granted under the Plan. Other Unit Awards may be paid in Units, other securities of the Company,
cash or any other form of property as the Committee shall determine. Subject



 









 







to the provisions of the Plan, the Committee shall have sole and complete authority to
determine the Eligible Persons to whom and the time or times at which such Awards shall be made,
the number of Units to be granted pursuant to such Awards, and all other conditions of the Awards.
The provisions of Other Unit Awards need not be the same with respect to each recipient.



     (b) TERMS AND CONDITIONS. Units (including securities convertible into Units) granted under
this Section 10 may be issued for no cash consideration or for such minimum consideration as may be
required by applicable law; Units (including securities convertible into Units) purchased pursuant
to a purchase right awarded under this Section 10 shall be purchased for such consideration as the
Committee shall in its sole discretion determine, which shall not be less than the Fair Market
Value of such Units or other securities as of the date such purchase right is awarded.



SECTION 11. CHANGE IN CONTROL PROVISIONS.




     (a) IMPACT OF EVENT. Notwithstanding any other provision of the Plan to the contrary unless
the Committee shall determine otherwise at the time of grant with respect to a particular Award, in
the event of a Change in Control:




(i) Any Options and Unit Appreciation Rights outstanding as of the date such Change in
Control is determined to have occurred, and which are not then exercisable and vested, shall
become fully exercisable and vested to the full extent of the original grant.




(ii) The restrictions and deferral limitations applicable to any Restricted Unit shall
lapse, and such Restricted Unit shall become free of all restrictions and limitations and
become fully vested and transferable to the full extent of the original grant.




(iii) All Performance Awards shall be considered to be earned and payable in full, and any
deferral or other restriction shall lapse and such Performance Awards shall be immediately
settled or distributed.




(iv) The restrictions and deferral limitations and other conditions applicable to any Other
Unit Awards or any other Awards shall lapse, and such Other Unit Awards or such other Awards
shall become free of all restrictions, limitations or conditions and become fully vested and
transferable to the full extent of the original grant.



     (b) CHANGE IN CONTROL CASH-OUT. Notwithstanding any other provision of the Plan, during the
60-day period from and after a Change in Control (the “Exercise Period”), if the Committee shall
determine at or at any time after, the time of grant, a Participant holding an Option shall have
the right, whether or not the Option is fully exercisable and in lieu of the payment of the
purchase price for the Units being purchased under the Option and by giving notice to the Company,
to elect (within the Exercise Period) to surrender all or part of the Option to the Company and to
receive cash, within 30 days of such notice, in an amount equal to the amount by which the Change
in Control Price per Unit on the date of such election shall exceed the purchase price per Unit
under the Option (the “Spread”) multiplied by the number of Units granted under the Option as to
which the right granted under this Section 11(b) shall have been exercised.



 









 





     (c) Notwithstanding any other provision of this Plan, if any right granted pursuant to this
Plan would make a Change in Control transaction ineligible for pooling-of-interests accounting
under APB No. 16 that (after giving effect to any other actions taken to cause such transaction to
be eligible for such pooling-of-interests accounting treatment) but for the nature of such grant
would otherwise be eligible for such accounting treatment, the Committee shall have the ability to
substitute for the cash payable pursuant to such right Units with a Fair Market Value equal to the
cash that would otherwise be payable pursuant thereto.



SECTION 12. AMENDMENTS AND TERMINATION.



The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or
discontinuation shall be made that would impair the rights of an optionee or Participant under an
Award theretofore granted, without the optionee’s or Participant’s consent. The Committee may
amend the terms of any Award theretofore granted, prospectively or retroactively, but no such
amendment shall impair the rights of any Participant without his consent.




SECTION 13. GENERAL PROVISIONS.




     (a) Unless the Committee determines otherwise at the time the Award is granted, no Award, and
no Units subject to Awards described in Section 10 which have not been issued or as to which any
applicable restriction, performance or deferral period has not lapsed, may be sold, assigned,
transferred, pledged or otherwise encumbered, except by will or by the laws of descent and
distribution; provided that, if so determined by the Committee, a Participant may, in the manner
established by the Committee, designate a beneficiary to exercise the rights of the Participant
with respect to any Award upon the death of the Participant. Each Award shall be exercisable,
during the Participant’s lifetime, only by the Participant or, if permissible under applicable law,
by the Participant’s guardian or legal representative.



     (b) The term of each Award shall be for such period of months or years from the date of its
grant as may be determined by the Committee.



     (c) No Eligible Person shall have any claim to be granted any Award under the Plan and there
is no obligation for uniformity of treatment of Eligible Persons under the Plan.



     (d) The prospective recipient of any Award under the Plan shall not, with respect to such
Award, be deemed to have become a Participant, or to have any rights with respect to such Award,
until and unless such recipient shall have executed an agreement or other instrument evidencing the
Award and delivered a fully executed copy thereof to the Company, and otherwise complied with the
then applicable terms and conditions.



     (e) The Committee shall be authorized to make adjustments in Performance Award criteria or in
the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting
the Company or its financial statements or changes in applicable laws, regulations or accounting
principles. The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to
carry it into effect. In the event the Company shall assume outstanding employee benefit awards or
the right or obligation to make future such awards in connection with the acquisition of another
corporation or business entity, the Committee may, in its



 









 







discretion, make such adjustments in the terms of Awards under the Plan as it shall deem
appropriate.



     (f) The Committee shall have full power and authority to determine whether, to what extent
and under what circumstances any Award shall be canceled or suspended. In particular, but without
limitation, all outstanding Awards to any Participant shall be canceled if the Participant, without
the consent of the Committee while employed by the Company or after termination of such employment,
becomes associated with, employed by, renders services to or owns any interest in (other than any
nonsubstantial interest, as determined by the Committee), any business that is in competition with
the Company or with any business in which the Company has a substantial interest as determined by
the Committee.



     (g) All certificates for Units delivered under the Plan pursuant to any Award shall be
subject to such stock-transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the Securities and Exchange Commission, any
stock exchange upon which the Units are then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.



     (h) The Committee shall be authorized to establish procedures pursuant to which the payment
of any Award may be deferred. Subject to the provisions of this Plan and any Award Agreement, the
recipient of an Award (including, without limitation, any deferred Award) may, if so determined by
the Committee, be entitled to receive, currently or on a deferred basis, interest or distributions,
or interest or distribution equivalents, with respect to the number of Units covered by the Award,
as determined by the Committee, in its sole discretion, and the Committee may provide that such
amounts (if any) shall be deemed to have been reinvested in additional Units or otherwise
reinvested.



     (i) Except as otherwise required in any applicable Award Agreement or by the terms of the
Plan, recipients of Awards under the Plan shall not be required to make any payment or provide
consideration more than the rendering of services.



     (j) The Company shall be authorized to withhold from any Award granted or payment due under
the Plan the amount of withholding taxes due in respect of an Award or payment hereunder and to
take such other action as may be necessary in the opinion of the Company to satisfy all obligations
for the payment of such taxes. The Committee shall be authorized to establish procedures for
election by Participants to satisfy such withholding taxes by delivery of, or directing the Company
to retain, Units.



     (k) Nothing contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to unitholder approval if such approval is otherwise required;
and such arrangements may be either generally applicable or applicable only in specific cases.



     (l) The validity, construction, and effect of the Plan and any rules and regulations relating
to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable
Federal law.



 









 





     (m) If any provision of this Plan is or becomes or is deemed invalid, illegal or
unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended without in the determination of the
Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of
the Plan shall remain in full force and effect.



     (n) Awards may be granted to Eligible Persons who are foreign nationals or employed outside
the United States, or both, on such terms and conditions different from those specified in the Plan
as may, in the judgment of the Committee, be necessary or desirable in order to recognize
differences in local law or tax policy. The Committee also may impose conditions on the exercise or
vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization
for Eligible Persons on assignments outside their home country.


SECTION 14. EFFECTIVE DATE OF PLAN. The Plan shall be effective on January 1, 2000, subject to
approval of the Plan by the Company’s Unitholders (the “Effective Date”). Awards made under the
Plan prior to approval of the Plan by the Company’s Unitholders shall be contingent on such
approval and, in the event that the Company’s Unitholders fail to approve the Plan, shall be null
and void.



SECTION 15. TERM OF PLAN. No Award shall be granted pursuant to the Plan after 10 years from the
Effective Date, but any Award theretofore granted may extend beyond that date.