EX-10.24






Exhibit 10.24




Lexmark International, Inc.

Stock Incentive Plan




Restricted Stock Unit Award Notice



This Award Notice evidences the award of restricted stock units (each, an “RSU” or collectively,
the “RSUs”) that have been granted to you, [NAME], by Lexmark International, Inc., a Delaware
corporation (the “Company”), subject to and conditioned upon your agreement to the terms of the
attached Restricted Stock Unit Award Agreement (the “Agreement”). The RSUs are granted under the
Lexmark International, Inc. Stock Incentive Plan, as amended and restated, effective January 1,
2009 (the “Plan”), and represent the Company’s unfunded and unsecured promise to issue shares of
the Company’s Common Stock at a future date, subject to the terms of this Award Notice, the
Agreement and the Plan.



The number of RSUs awarded to you and vesting schedule are specified below. This Award Notice
constitutes part of, and is subject to the terms and provisions of, the Agreement and the Plan,
which are incorporated by reference herein. Capitalized terms used but not defined in this Award
Notice shall have the meanings set forth in the Agreement or in the Plan.




	 	 	 
	Grant
Date:

	 	[DATE]
	 
	 	 
	Number
of RSUs:

	 	[     #     ], subject to adjustment as provided under Section 5.4 of the Plan.
	 
	 	 
	Vesting Schedule:

	 	Subject to the provisions of the Agreement and the Plan and provided that you
remain continuously employed by the Company or one of its Subsidiaries through
the respective vesting dates, set forth below, the RSUs shall become vested as
follows:






	 	 	 	 	 
	                  Vesting Dates	 	% of RSUs	 
	2nd Anniversary of Grant Date
	 	 	34	%
	3rd Anniversary of Grant Date
	 	 	33	%
	4th Anniversary of Grant Date
	 	 	33	%






	 	 	 
	Settlement Date:

	 	For each RSU, settlement (i.e., one share of the Company’s Common Stock will be
issued for each vested RSU) will occur on (i) the date on which such RSU
becomes vested in accordance with the Vesting Schedule, set forth above, or
(ii) on such other date as set forth in this Award Notice, the Agreement, or
the Plan.
	 
	 	 
	Acceleration
Events:

	 	The RSUs shall become 100% vested upon the earliest to occur of: (i) your
Retirement, (ii) your termination of employment with the Company or one of its
Subsidiaries as a result of your death or Disability, or (iii) upon a Change in
Control of the Company prior to your termination of employment with the Company
or one of its Subsidiaries.
	 
	 	 
	Forfeiture of Award:

	 	By accepting the award of RSUs, you acknowledge that this award has been
granted to you as an incentive to remain employed by the Company or one of its
Subsidiaries, and that if you violate the provisions set forth in Section 1(d)
of the Agreement or the Executive Compensation Recovery Policy, you (i) shall
forfeit any unvested RSUs and (ii) shall be required to immediately repay to
the Company, an amount equal to the value realized from the settlement of any
vested RSUs during the period set forth in Section 1(d) of the Agreement or the
Recovery Period set forth in the Executive Compensation Recovery Policy, as
applicable.






1









 





RESTRICTED STOCK UNIT AWARD AGREEMENT




pursuant to




LEXMARK INTERNATIONAL, INC.

STOCK INCENTIVE PLAN




     This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement") between Lexmark International,
Inc., a Delaware corporation (the “Company"), and the person specified on the signature page hereof
(the “Grantee") is entered into as of the Grant Date specified on the attached Restricted Stock
Unit Award Notice (the “Award Notice") pursuant to the Lexmark International, Inc. Stock Incentive
Plan, as the same may be amended from time to time (the “Plan"). Capitalized terms used and not
defined herein shall have the meanings assigned to such terms in the Plan.



     WHEREAS, the Committee has determined that it would be to the advantage and in the interest of
the Company to grant restricted stock units to the Grantee as an inducement to the Grantee to
remain in the service of the Company and the Subsidiaries and as an incentive to the Grantee to
devote his or her best efforts and dedication to the performance of such services and to maximize
shareholder value; and



     WHEREAS, the Grantee desires to accept from the Company the grant of the restricted stock
units, as set forth in the Award Notice, subject to the terms and conditions of this Agreement, the
Award Notice and the Plan.



     NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions set
forth in this Agreement, the Award Notice, and in the Plan, the parties hereto hereby covenant and
agree as follows:




	 	1.	 	Restricted Stock Unit Award.






	 	(a)	 	Restricted Stock Unit Award. The Company hereby grants to the
Grantee, effective as of the Grant Date, the number of restricted stock units, as
set forth in the Award Notice, each representing the Grantee’s right to receive one
share of Common Stock at the time or times provided for in the Award Notice, and
subject to the terms and conditions set forth in this Agreement, the Award Notice
and the Plan (the “Restricted Stock Units” or “Units").
	 
	 	(b)	 	Stock Incentive Plan. This Agreement is subject in all
respects to the terms of the Plan, all of which terms are made a part of and
incorporated in this Agreement by reference. In the event of any conflict between
the terms of this Agreement and the terms of the Plan, the terms of the Plan shall
control. The Grantee hereby acknowledges receipt of a copy of the Plan, either
with this Agreement or a prior Incentive Award made under the Plan, and agrees to
comply with and be bound by all of the terms and conditions thereof. Copies of the
Plan may also be obtained from the Vice President of Human Resources at any time.
	 
	 	(c)	 	Establishment of Account. No shares of Common Stock will be
issued on the Grant Date of the Restricted Stock Units and the Company shall not be
required to set aside a fund for the settlement of any such Units. The Company
will establish a separate bookkeeping account for the Grantee and will record in
such account the number of Restricted Stock Units awarded to the Grantee and, to
the extent applicable, the Dividend Equivalents provided for in Section 3(b)
hereof.
	 
	 	(d)	 	Forfeiture. In accepting this grant of Restricted Stock Units,
the Grantee acknowledges that the Restricted Stock Units have been granted as an
incentive to the Grantee to




1









 






	 	 	 	remain employed by the Company or any Subsidiary and to exert his or her best
efforts to enhance the value of the Company or any Subsidiary over the long-term.
Accordingly, the Grantee agrees that if he or she (i) within 12 months following
termination of employment with the Company or any Subsidiary, accepts employment
with a competitor of the Company or any Subsidiary or otherwise engages in
competition with the Company or any Subsidiary, (ii) within 36 months following
termination of employment with the Company or any Subsidiary, directly or
indirectly, disrupts, damages, interferes or otherwise acts against the interests of
the Company or any Subsidiary, including, but not limited to, recruiting, soliciting
or employing, or encouraging or assisting his or her new employer or any other
person or entity to recruit, solicit or employ, any employee of the Company or any
Subsidiary without the Company’s prior written consent, which may be withheld in its
sole discretion, (iii) within 36 months following termination of employment with the
Company, or any Subsidiary, disparages, criticizes, or otherwise makes any
derogatory statements regarding the Company or any Subsidiary or their directors,
officers or employees, or (iv) discloses or otherwise misuses confidential
information or material of the Company or any Subsidiary, each of these constituting
a harmful action, then any unvested portion of this grant of Restricted Stock Units
shall be canceled immediately (unless canceled earlier by operation of another term
of this Agreement) and the Grantee shall immediately repay to the Company an amount
equal to the value of the Restricted Stock Units (represented by the closing market
price on the applicable Vesting Dates (as defined below) multiplied by the number of
Restricted Stock Units vested on such Vesting Dates, without regard to any
subsequent market price decrease or increase) realized by Grantee from the vesting
of any Restricted Stock Units within 18 months preceding the earlier of (w) the
commitment of any such harmful action and (x) the Grantee’s termination of
employment with the Company and its Subsidiaries; and through the later of (y) 18
months following the commitment of any such harmful action and (z) such period as it
takes the Company to discover such harmful action. In addition, the Grantee
acknowledges that, if he or she is a “Covered Employee” subject to the Company’s
Executive Compensation Recovery Policy (the “Recovery Policy") and engages in
“Prohibited Activity,” that the unsettled earned or unearned Performance RSUs shall
be canceled immediately and the Grantee shall immediately repay the “Equity Gains”
realized by the Grantee during the “Recovery Period,” as such terms are defined in
the Recovery Policy. The Grantee agrees that the Company or any of its Subsidiaries
has the right to deduct from any amounts the Company or any of its Subsidiaries may
owe the Grantee from time to time (including amounts owed to the Grantee as wages or
other compensation, fringe benefits or vacation pay, as well as any other amounts
owed to the Grantee by the Company or any of its Subsidiaries), the amounts the
Grantee owes the Company or any of its Subsidiaries. The Committee shall have the
right, in its sole discretion, not to enforce the provisions of this paragraph with
respect to the Grantee.
	 
	 	 	 	Grantee agrees to be fully liable for any breach of this above described covenant,
promise and agreement. Grantee agrees to reimburse the Company for all costs and
expenses, including attorneys’ fees, incurred by the Company in enforcing the
obligations of Grantee. This entire provision shall survive the termination of the
Agreement and, in no manner, shall the remedies described herein be considered as
the Company’s exclusive or entire remedy for Grantee’s breach, non-compliance or
violation of any other agreement that Grantee may have entered into with the
Company.






	 	2.	 	Vesting of Restricted Stock Units.






	 	(a)	 	Vesting. The Restricted Stock Units shall become vested in
such amounts and on such Vesting Dates as set forth in the Award Notice, subject to
the Grantee’s continuous employment with the Company or a Subsidiary from the Grant
Date to the applicable Vesting Date. To the extent vesting would result in the
settlement of a fractional number




2









 






	 	 	 	of Units, the number shall be rounded to a whole Unit, but shall not exceed the
total number Restricted Stock Units set forth in the Award Notice.
	 
	 	(b)	 	Acceleration. The Committee may, in its discretion,
accelerate the vesting of all or any portion of the Restricted Stock Units or waive
any conditions to the vesting of such Restricted Stock Units.
	 
	 	(c)	 	Termination of Employment. In the event of the Grantee’s
termination of employment with the Company and its Subsidiaries for any reason,
other than death, Disability, or Retirement, the Grantee shall immediately forfeit
all rights with respect to any Restricted Stock Units (and Dividend Equivalents)
which have not yet vested in accordance with the terms of the Award Notice, this
Agreement, or the Plan. The Restricted Stock Units shall become 100% vested upon
the earliest to occur of: (i) the Grantee’s Retirement or (ii) the Grantee’s
termination of employment with the Company and its Subsidiaries as a result of the
Grantee’s death or Disability.
	 
	 	(d)	 	Change in Control. In the event of a Change in Control prior to
the Grantee’s termination of employment, the Restricted Stock Units shall become
100% vested as of the effective date of the Change in Control.






	 	3.	 	Settlement of Restricted Stock Unit Award.






	 	(a)	 	Settlement. On, or as soon as reasonably practicable after, a
Vesting Date, subject to Section 4 hereof, the Company shall direct its stock
transfer agent to make (or to cause to be made) an appropriate book entry in the
Company’s stock transfer books and records reflecting the transfer to the Grantee,
and the Grantee’s ownership, of one share of Common Stock for each Restricted Stock
Unit that shall have become vested on such Vesting Date. Upon the Grantee’s
request, subject to Section 4 hereof, the Company shall deliver to the Grantee a
stock certificate registered in the Grantee’s name and representing such number of
 shares of Common Stock free and clear of all restrictions except any that may be
imposed by law. No payment will be required to be made by the Grantee upon the
delivery of such shares of Common Stock, except as otherwise provided in Section 4
of the Agreement.
	 
	 	(b)	 	Dividend Equivalents. Unless otherwise determined by the
Committee, during the period prior to a Vesting Date, the Company will credit to
the account of the Grantee an amount equal to any dividends paid by the Company
with respect to the number of shares of Common Stock corresponding to the number of
Restricted Stock Units (“Dividend Equivalents"). Dividend Equivalents in respect
of Restricted Stock Units that shall have become vested on the applicable Vesting
Date shall be payable to the Grantee on such Vesting Date in accordance with


Section 3(a).
	 
	 	(c)	 	Restrictions on Sale upon Public Offering. The Grantee hereby
agrees that, notwithstanding the vesting of the Restricted Stock Units pursuant to
Section 2(a) of this Agreement or the transfer of the shares of Common Stock
covered thereby to the Grantee pursuant to Section 3(a) hereof, the Grantee will
not effect any public sale or distribution of any of such shares of Common Stock
during the 20 day period prior to and the 180 days following the effective date of
any registration statement hereinafter filed by the Company under the Securities
Act of 1933, as amended, with respect to any underwritten public offering of any
 shares of the Company’s capital stock (other than as part of such underwritten
public offering).






	 	4.	 	Tax Withholding. The delivery of any directions to the Company’s stock
transfer agent or any certificates for shares of Common Stock pursuant to Section 3
shall not be made unless and until the Grantee, or, if applicable, the Grantee’s
beneficiary or estate, has made appropriate arrangements for the payment to the Company
of an amount sufficient to satisfy any





3









 





	 	 	 	applicable U.S. federal, state and local and non-U.S. tax withholding or other tax
requirements, as determined by the Company. To satisfy the Grantee’s applicable
withholding and other tax requirements, the Company may, in its sole discretion, (i)
withhold a number of shares of Common Stock having an aggregate Fair Market Value on the
Vesting Date equal to the applicable amount of such withholding and other tax
requirements or (ii) require the Grantee to sell a number of shares of Common Stock
having at least a value sufficient to meet the applicable amount of such withholding and
other tax requirements to account for rounding and market fluctuations, subject to any
rules adopted by the Committee or required to ensure compliance with applicable law,
including, but not limited to, Section 16 of the Securities Exchange Act of 1934, as
amended. Shares required to be sold to satisfy the Grantee’s applicable withholding and
other tax requirements may be sold as part of a block trade with the Grantee receiving
an average price. Any cash payment made pursuant to Section 3 shall be made net of any
amounts required to be withheld or paid with respect thereto (and with respect to any
 shares of Common Stock delivered contemporaneously therewith) under any applicable U.S.
federal, state and local and non-U.S. tax withholding and other tax requirements.
	 
	 	5.	 	Transferability. Unless otherwise provided in accordance with the
provisions of the Plan, the Restricted Stock Units may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated by the Grantee, other than by
will or the laws of descent and distribution. The term “Grantee” as used in this
Agreement shall include any permitted transferee of the Restricted Stock Units.
	 
	 	6.	 	Adjustment in Capitalization.






	 	(a)	 	The aggregate number of shares of Common Stock covered by the
Restricted Stock Units granted hereunder shall be proportionately adjusted to
reflect, as deemed equitable and appropriate by the Committee, an Adjustment Event.
	 
	 	(b)	 	Any shares of stock (whether Common Stock, shares of stock into which
shares of Common Stock are converted or for which shares of Common Stock are
exchanged or shares of stock distributed with respect to Common Stock) or cash or
other property received or credited to the account of the Grantee with respect to
the Restricted Stock Units as a result of any Adjustment Event, any distribution of
property or any merger, consolidation, reorganization, liquidation, dissolution or
other similar transaction shall, except as otherwise provided by the Committee, be
subject to the same terms and conditions, including restrictions on transfer, as
are applicable to the Restricted Stock Units with respect to which such shares,
cash or other property is received or so credited and stock certificate(s), if any,
representing or evidencing any shares of stock or other property so received shall
be legended as appropriate.






	 	7.	 	Preemption by Applicable Laws and Regulations. Notwithstanding
anything in the Plan or this Agreement to the contrary, the issuance of shares of
Common Stock hereunder shall be subject to compliance with all applicable U.S. federal,
state and non-U.S. securities laws. Without limiting the foregoing, if any law,
regulation or requirement of any governmental authority having jurisdiction shall
require either the Company or the Grantee (or the Grantee’s beneficiary or estate) to
take any action in connection with the issuance of any shares of Common Stock
hereunder, the issuance of such shares shall be deferred until such action shall have
been taken to the satisfaction of the Company.
	 
	 	8.	 	Interpretation; Construction. All of the powers and authority
conferred upon the Committee pursuant to any term of the Plan or the Agreement shall be
exercised by the Committee, in its sole discretion. All determinations,
interpretations or other actions made or taken by the Committee pursuant to the
provisions of the Plan or the Agreement shall be final, binding and conclusive for all
purposes and upon all persons and, in the event of any judicial review thereof, shall
be overturned only if arbitrary and capricious. The Committee may consult with




4









 






	 	 	 	legal counsel, who may be counsel to the Company or any Subsidiary, and shall not incur
any liability for any action taken in good faith in reliance upon the advice of counsel.
	 
	 	9.	 	Amendment. The Committee shall have the right, in its sole discretion,
to alter or amend this Agreement, from time to time, as provided in the Plan in any
manner for the purpose of promoting the objectives of the Plan, provided that no such
amendment shall impair the Grantee’s rights under this Agreement without the Grantee’s
consent. Subject to the preceding sentence, any alteration or amendment of this
Agreement by the Committee shall, upon adoption thereof by the Committee, become and be
binding and conclusive on all persons affected thereby without requirement for consent
or other action with respect thereto by any such person. Notwithstanding any other
provision of this Agreement or the Plan to the contrary, the Committee may, in its sole
and absolute discretion and without the consent of the Grantee, amend this Agreement,
to take effect retroactively or otherwise, as it may deem necessary or advisable for
the purpose of conforming the Agreement to any present or future law, regulation or
rule applicable to this Agreement or the Plan. The Company shall give written notice
to the Grantee of any such alteration or amendment of this Agreement as promptly as
practicable after the adoption thereof. This Agreement may also be amended by a
writing signed by both the Company and the Grantee.
	 
	 	10.	 	No Rights as a Stockholder. The Grantee shall have no rights as a
stockholder with respect to the Restricted Stock Units prior to the date as of which
the shares of Common Stock covered thereby are transferred to the Grantee in accordance
with Section 3(a) hereof.
	 
	 	11.	 	No Guarantee of Employment or Future Incentive Awards. Nothing in the
Plan or this Agreement shall be deemed to:






	 	(a)	 	interfere with or limit in any way the right of the Company or any
Subsidiary to terminate Grantee’s employment at any time and for any reason, with
or without cause;
	 
	 	(b)	 	confer upon Grantee any right to continue in the employ of the Company
or any Subsidiary; and
	 
	 	(c)	 	provide Grantee the right to receive any Incentive Awards under the
Plan in the future or any other benefits the Company may provide to some or all of
its employees.






	 	12.	 	Miscellaneous.






	 	(a)	 	Notices. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and shall be deemed
to have been given if delivered personally or sent by certified or express mail,
return receipt requested, postage prepaid, or by any recognized international
equivalent of such delivery, to the Company or the Grantee, as the case may be, at
the following addresses or to such other address as the Company or the Grantee, as
the case may be, shall specify by notice to the others delivered in accordance with
this Section 12(a):






	 	(i)	 	if to the Company, to it at:




One Lexmark Centre Drive

740 West New Circle Road

Lexington, KY 40550

Attention: Secretary





	 	(ii)	 	if to the Grantee, to the Grantee at the address set forth on
the signature page hereof.




5









 












	 	 	 	All such notices and communications shall be deemed to have been received on the
date of delivery or on the third business day after the mailing thereof.
	 
	 	(b)	 	Binding Effect; Benefits. This Agreement shall be binding
upon and inure to the benefit of the parties to this Agreement and their respective
successors and assigns. Nothing in this Agreement, express or implied, is intended
or shall be construed to give any person other than the parties to this Agreement
or their respective successors or assigns any legal or equitable right, remedy or
claim under or in respect of any agreement or any provision contained herein.
	 
	 	(c)	 	Waiver. Any party hereto may by written notice to the other
party (i) extend the time for the performance of any of the obligations or
other actions of the other party under this Agreement, (ii) waive
compliance with any of the conditions or covenants of the other party contained in
this Agreement and (iii) waive or modify performance of any of the
obligations of the other party under this Agreement. Except as provided in the
preceding sentence, no action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking such action of compliance with any
representations, warranties, covenants or agreements contained herein. The waiver
by any party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any preceding or succeeding breach and no
failure by a party to exercise any right or privilege hereunder shall be deemed a
waiver of such party’s rights or privileges hereunder or shall be deemed a waiver
of such party’s rights to exercise the same at any subsequent time or times
hereunder.
	 
	 	(d)	 	Assignability. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be assignable
by the Company or the Grantee without the prior written consent of the other party.
	 
	 	(e)	 	Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless of the
law that might be applied under principles of conflict of laws and excluding any
conflict or choice of law rule or principle that may otherwise refer construction
or interpretation of the Plan or this Agreement to the substantive law of another
jurisdiction.
	 
	 	(f)	 	Jurisdiction. The Grantee hereby irrevocably and
unconditionally submits to the jurisdiction and venue of the state courts of the
Commonwealth of Kentucky and of the United States District Court of the Eastern
District of Kentucky located in Fayette County, Kentucky, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereby irrevocably agree that all claims in respect of any such action or
proceeding may be heard and determined in such Kentucky state or United States
federal courts located in such jurisdiction. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. The parties hereby irrevocably waive, to the fullest extent
permitted by applicable law, any objection which they may now or hereafter have to
the laying of venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in an
inconvenient forum. Grantee further agrees that any action related to, or arising
out of, this Agreement shall only be brought by Grantee exclusively in the federal
and state courts located in Fayette County, Kentucky. Nothing in this Agreement
shall affect any right that the Company may otherwise have to bring any action or
proceeding relating to this Agreement in the courts of any jurisdiction.
	 
	 	(g)	 	Severability. If any provision of this Agreement or the Plan
shall be held invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provisions of




6









 






	 	 	 	this Agreement or the Plan, and the Agreement and the Plan shall be construed and
enforced as if such provision had not been included.
	 
	 	(h)	 	Survival. Any provision of this Agreement which contemplates
performance or observance subsequent to any termination or expiration of this
Agreement shall survive any termination or expiration of this Agreement and
continue in full force and effect.
	 
	 	(i)	 	Internal Revenue Code Section 409A. It is intended that the
settlement of the Restricted Stock Units shall constitute a “short-term deferral”
for purposes of Section 409A of the Code and the Treasury Department regulations
and other interpretive guidance issued thereunder, or as otherwise exempt from the
provisions of Section 409A of the Code. To the extent any portion of the settlement
of the Restricted Stock Units cannot be so characterized, this Agreement shall be
interpreted and construed in compliance with Section 409A of the Code and the
Treasury Department regulations and other interpretive guidance issued thereunder,
including the restriction that payments made to a “specified employee” (within the
meaning of Section 409A of the Code) on account of a termination of employment
shall be delayed for six months and one day from the date of termination.
	 
	 	(j)	 	Section and Other Headings, Etc. The section and other
headings contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement. In this Agreement all
references to “dollars” or “$” are to United States dollars.
	 
	 	(k)	 	Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.





* * * * *




7









 








     IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the date
first above written.



	 	 	 	 	 	 	 
	 	 	LEXMARK INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

          Jeri L. Isbell
	 	 
	 

	 	 	 	          Vice President of Human Resources	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

          (Sign Here)
	 	 
	 
	 	 	 	 	 	 
	 	 	Address of the Grantee:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





Designation of Beneficiary




In the event of my death, I hereby designate the following person(s), as my beneficiary, to receive
any unsettled Units that become vested upon my death pursuant to this Agreement. I acknowledge
that if I fail to designate a beneficiary, below, that any unsettled Units that become vested upon
my death shall be paid to my estate.



	 	 	 	 	 
	 

	 	 

Beneficiary Name
	 	 







8