Exhibit 10.5


 


ALLIANCE COMMISSION SUBSTITUTION PLAN



As Amended And Restated Effective As Of January 1, 2005


 


Alliance
Capital Management L.P. has established this Alliance Commission Substitution
Plan (the “Plan”) to create a
compensation program to attract and retain eligible employees expected to make
a significant contribution to the future growth and success of Alliance. The
Plan was originally effective as of January 1, 2003.


 


The right to
defer Awards hereunder shall be considered a separate plan within the Plan. Such
separate plan shall be referred to as the “ACSP
Deferral Plan.”  The ACSP
Deferral Plan is maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees (a
“Top Hat Employee”). No one who is
not a Top Hat Employee may defer compensation under the ACSP Deferral
Plan.


 


The Plan has
been amended and restated effective as of January 1, 2005 to clarify and
reflect administrative practices and to comply in good faith with Section 409A
of the Internal Revenue Code (the “Code”)
and the guidance issued thereunder (“Section 409A”).
Any deferral or payment hereunder is subject to the terms of the Plan and
compliance with Section 409A, as interpreted by the Committee in its sole
discretion. Notwithstanding the foregoing or anything else herein, none of
Alliance, any Affiliate, the Committee nor any of their agents shall have any
liability to any Participant or Beneficiary as a result of any tax, interest,
penalty or other payment required to be paid or due pursuant to, or because of
a violation of, Section 409A. This restatement incorporates and supersedes
all of the amendments to the Plan through December 31, 2005.


 


ARTICLE 1

DEFINITIONS


 


Section 1.01.
Definitions. Whenever used in the
Plan, each of the following terms shall have the meaning for that term set
forth below:


 


(a)                                  “Account” means a separate bookkeeping
account established for each Participant for each Award, with such Award, as
described in Article 2, credited to the Account maintained for such Award
together with Earnings credited thereon.


 


(b)                                 “Affiliate” means (i) any entity that,
directly or indirectly, is controlled by Alliance and (ii) any entity in
which Alliance has a significant equity interest, in either case as determined
by the Committee.


 


(c)                                  “Alliance” means Alliance Capital Management
L.P., including any successor to all or substantially all of its business and
assets.


 


(d)                                 “Approved Fund” means any money-market, debt
or equity fund designated by the Committee from time to time as an Approved
Fund.


 

















 


(e)                                  “Award” means any award which the Committee
shall grant under Section 2.01 of this Plan.


 


(f)                                    “Beneficiary” means one or more Persons,
trusts, estates or other entities, designated in accordance with Section 6.03(a),
that are entitled to receive, in the event of a Participant’s death, any amount
or property to which the Participant would otherwise have been entitled under
the Plan.


 


(g)                                 “Beneficiary Designation Form” means the form established
from time to time by the Committee that a Participant completes, signs and
returns to the Committee to designate one or more Beneficiaries.


 


(h)                                 “Board” means the Board of Directors of the
general partner of Holding and Alliance.


 


(i)                                     “Cause” means: (i) an act or acts
constituting a felony under the laws of the United States or any state thereof;
(ii) willful dishonesty in the performance of a Participant’s duties; (iii) acts
or omissions by a Participant in the performance of his or her duties which are
substantially injurious to the financial condition or business reputation of
any of the Companies; (iv) a Participant’s continued failure substantially
to perform his or her duties; or (v) willful insubordination or
failure to follow a lawful directive.


 


(j)                                     “Code” means the Internal Revenue Code of
1986, as amended from time to time.


 


(k)                                  “Committee” means the administrative
committee designated by Alliance’s management from time to time to administer
the plan.


 


(l)                                     “Company” means Alliance and any corporation
or other entity of which Alliance or Alliance Capital Management Holding L.P. (“Holding”) (i) has sufficient voting
power (not depending on the happening of a contingency) to elect at least a
majority of its board of directors or other governing body, as the case may be,
or (ii) otherwise has the power to direct or cause the direction of its
management and policies.


 


(m)                               “Deferral Election Form” means the form(s)
established from time to time by the Committee that a Participant completes,
signs and returns to the Committee to elect to defer the distribution of an
Award, including Earnings thereon, pursuant to Article 5.


 


(n)                                 “Disability” means, with respect to a
Participant, a good faith determination by the Committee that the Participant
is physically or mentally incapacitated and has been unable for a period of six
consecutive months to perform, with or without reasonable accommodation,
substantially all of the duties for which the Participant was responsible
immediately before the commencement of the incapacity. In order to assist the
Committee in making such a determination and as reasonably requested by the
Committee, a Participant will (i) make himself or herself available for
medical examination by one or more physicians chosen by the Committee and
approved by the Participant, whose approval shall not be unreasonably withheld,
(ii) grant the Committee and any such physicians access to all relevant
medical information relating to the Participant, (iii) arrange to furnish
copies of medical records to the Committee and such 


 


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physicians, and (iv) use
his or her best efforts to cause the Participant’s own physicians to be
available to discuss the Participant’s health with the Committee and its chosen
physicians.


 


(o)                                 “Earnings” on any Account during any period
means the amounts of gain or loss that would have been incurred with respect to
such period if an amount equal to the balance of such Account at the beginning
of such period had been actually invested in accordance with a Participant’s investment
direction.


 


(p)                                 “Eligible Employee” means, for any calendar
year commencing on and after January 1, 2005, an active employee of a
Company whom the Committee determines to be eligible for an Award. Notwithstanding
the foregoing, no Eligible Employee whose Total Compensation for a calendar
year is less than such amount, if any, as established by the Committee in
writing shall be eligible to participate in the ACSP Plan for that calendar
year and any advance deferral election made by such Eligible Employee is made
on the condition that such Eligible Employee satisfies the Total Compensation
requirement and, if not, such deferral election shall be null and void ab
initio.


 


(q)                                 “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time.


 


(r)                                    “Fair Market Value” means, with respect to a
Holding Unit as of any given date and except as otherwise expressly provided by
the Board or the Committee, the closing price of a Holding Unit on such date as
published in the Wall Street Journal or, if no sale of Holding Units occurs on
the New York Stock Exchange on such date, the closing price of a Holding Unit
on such Exchange on the last preceding day on which such sale occurred as
published in the Wall Street Journal.


 


(s)                                  “Holding Units” means units representing
assignments of beneficial ownership of limited partnership interests in
Holding.


 


(t)                                    “Investment Election Form” means the form established
from time to time by the Committee that a Participant completes, signs and
returns to the Committee to designate the percentage of such Award to be
treated as notionally invested in Restricted Units or Approved Funds, pursuant
to Section 2.02.


 


(u)                                 “Participant” means any Eligible Employee of
any Company whose principal duties are to sell or market the products or
services of a Company, whose compensation is entirely or mostly
commission-based, and who has been designated by the Committee as a Participant
of the Plan.


 


(v)                                 “Person” means any individual, corporation,
partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.


 


(w)                               “Plan” means the Alliance Commission
Substitution Plan, as set forth herein and as amended from time to time.


 


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(x)                                   “Restricted Unit” means a right to receive a
Holding Unit in the future, as accounted for in an Account, subject to vesting
and any other terms and conditions established hereunder or by the Committee.


 


(y)                                 “Retirement” with respect to a Participant
means that the employment of the Participant with the Company has terminated on
or after the Participant’s attaining age 65.


 


(z)                                   “Termination of Employment” means that the
Participant involved is no longer performing services as an employee of any
Company other than pursuant to a severance or special termination arrangement.


 


(aa)                            “Total Compensation” for a calendar year
means base salary paid during such calendar year, bonus paid for such calendar
year even if paid after the end of such calendar year or deferred, commissions
paid during such calendar year and the Award for such calendar year.


 


(bb)                          “Unforeseeable Emergency” means a severe
financial hardship to a Participant or former Participant within the meaning of
Code Section 409A resulting from (i) an illness or accident of the
Participant or former Participant, the spouse of the Participant or former
Participant, or a dependent (as defined in Section 152(a) of the
Code) of the Participant or former Participant, (ii) loss of property of
the Participant or former Participant due to casualty or (iii) other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant or former Participant, all as
determined in the sole discretion of the Committee.


 


(cc)                            “Vesting Schedule” means the “Default
Vesting Schedule” or the “Alternative Vesting Schedule,” as applicable, as
provided for in Section 3.01.


 


ARTICLE 2

PARTICIPATION


 


Section 2.01.
Grant. The Committee shall have
the authority to provide from time to time for the grant of Awards to
Participants. The amount of any such Award and the identity of any such
Participant shall be designated by the Committee in its sole and absolute
discretion. The total nominal amount of each Award will be credited to an
Account established for such Award for the relevant Participant, as of the end
of the calendar year for which the decision to grant such Award is made (the “Effective Date” for such Award). An Award,
including Earnings thereon, vests in accordance with the terms of Article 3,
and any such vested Award will be subject to the rules on distributions and
deferral elections under Articles 4 and 5, respectively.


 


Section 2.02.
Investment Elections. Each
Participant shall submit, in accordance with deadlines and procedures
established from time to time by the Committee, an Investment Election Form with
respect to each Award. Such Investment Election Form shall designate that
percentage of such Participant’s Award which shall be treated for purposes of
the Plan as notionally invested in (i) Restricted Units and (ii) each
of the Approved Funds. The Committee in its sole discretion may, but shall not
be obligated to, permit each Participant to reallocate notional investments in
each Account among Restricted Units and the various Approved Funds 


 


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or just among the Approved
Funds, subject to, without limitation, restrictions as to the frequency with
which such reallocations may be made. The Committee may determine for
each calendar year a minimum percentage and a maximum percentage of each Award
that may be treated as notionally invested in Restricted Units and each
Approved Fund. As soon as reasonably practicable after the end of each calendar
year, a statement shall be provided to each such Participant indicating the
current balance in each Account maintained for the Participant as of the end of
the calendar year, and the amounts in such Account notionally allocated to
Restricted Units and each of the Approved Funds.


 


Section 2.03.
Earnings on an Account.


 


(a)                                  Each
Award for which an Investment Election Form has been validly submitted
shall be credited to a separate Account in the proportions set forth in such Investment
Election Form or as directed by the Committee. The amount of such Account
shall be treated as notionally invested in Restricted Units or Approved Funds,
as applicable, as of a date determined by the Committee (the “Earnings Date”), which shall be no later
than forty-five days after the Effective Date. Notwithstanding Sections 2.04
and 2.05, Earnings will be credited or debited, as applicable, beginning from
the Earnings Date but will not be credited or debited for any period prior to
the Earnings Date.


 


(b)                                 Not
less frequently than as of the end of each calendar year following the year
during which an Account is established in connection with an Award, each
Account maintained under the Plan will be credited or debited, as applicable,
with the amount, if any, necessary to reflect Earnings as of that date.


 


Section 2.04.
Awards Invested in Approved Funds.


 


(a)                                  To
the extent the Committee or an Investment Election Form validly directs
the notional investment of all or a part of any Award in Approved Funds,
that portion of such Award so designated shall, as of a date determined by the
Committee, be treated as notionally invested in such Approved Funds. If a cash
dividend or other cash distribution is made with respect to Approved Funds, as
of a date determined and as calculated by the Committee in its sole discretion,
a Participant whose Account is notionally invested in Approved Funds (whether
vested or unvested) will have such notional investment increased by an amount
equal to the cash dividend or other cash distribution that would have been due
on the Account had there actually been an investment in Approved Funds. Such
increase shall be proportionately allocated by the Committee in its sole
discretion between Approved Funds, as applicable, and such increase shall be
vested at all times.


 


(b)                                 To
the extent any Approved Fund is terminated, liquidated, merged with another
fund or experiences a major change in investment strategy or other
extraordinary event, the Committee may, if so authorized by the Board, in such
manner as it may in its sole discretion deem equitable, reallocate or
otherwise adjust the amount of any Account under this Article 2 to reflect
the occurrence of such event.


 


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Section 2.05.
Awards Invested in Restricted Units.


 


(a)                                  To
the extent the Committee or an Investment Election Form validly directs
the notional investment of all or part of any Award in Restricted Units,
that portion of such Award so designated shall, as of a date and based on a
Fair Market Value of a Holding Unit as determined by the Committee and pursuant
to procedures established by the Committee from time to time, be converted into
a whole number of Restricted Units. From and after the date of such conversion,
that portion of an Award which has been validly made to notionally invest in
Restricted Units shall be denominated, and shall thereafter be treated for all
purposes as, a grant of that number of Restricted Units determined pursuant to
the preceding sentence.


 


(b)                                 If
a cash dividend or other cash distribution is made with respect to Holding
Units, as soon as administratively practicable thereafter, a distribution will
be made to a Participant whose Account is credited with Restricted Units
(whether vested or unvested) in an amount (the “Equivalent Distribution Amount”) equal to the number of such
Restricted Units credited to the Participant’s Account, times the value of the
cash dividend or other cash distribution per Holding Unit; provided, however, if a Participant defers
distribution of his Award under Article 5, the Equivalent Distribution
Amount will be converted at such time or times and in accordance with such
procedures as shall be established by the Committee, into vested Restricted
Units based on the Fair Market Value of a Holding Unit as determined by the
Committee, and such converted benefit shall be distributed in accordance with
Sections 4.03 and 4.04.


 


(c)                                  Fractional
unit amounts remaining after conversion under this Section 2.05 may be
used for any purposes for the benefit of the Participant as determined by the
Committee in its sole discretion, including but not limited to the payment of
taxes with respect to an Award or deposit in the Approved Funds.


 


(d)                                 In
the event that the Committee determines that any distribution (whether in the form of
cash, limited partnership interests, other securities, or other property),
recapitalization (including, without limitation, any subdivision or combination
of limited partnership interests), reorganization, consolidation, combination,
repurchase, or exchange of limited partnership interests or other securities of
Holding, issuance of warrants or other rights to purchase limited partnership
interests or other securities of Holding, any incorporation of Holding, or other
similar transaction or events affects Holding Units such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee may, if so authorized by the Board, in such
manner as it may deem equitable, adjust the number of Restricted Units or
securities of Holding (or number and kind of other securities) subject to
outstanding Awards, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award.


 


ARTICLE 3

VESTING AND FORFEITURES


 


Section 3.01.
General. Subject to Section 3.02,
with respect to any Award credited to an Account maintained for a Participant
in connection with such Award, the Participant will vest, on each of the first
three anniversaries of the date on which the Award is credited to the Account, 


 


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in an amount equal to one-third
of the relevant Award, plus an aliquot portion of the Earnings thereon (the “Default Vesting Schedule”). Notwithstanding
the foregoing, at the time of any Award, the Committee may provide for an
alternative vesting schedule rather than the Default Vesting Schedule (the
“Alternative Vesting Schedule”). If
a Participant has a Termination of Employment as a result of a termination for
Cause or the Participant’s resignation for any reason, the Participant shall
forfeit the balance of any Account maintained for him or her which has not been
vested in accordance with the Default Vesting Schedule or the Alternative
Vesting Schedule, as the case may be (the “Vesting Schedule”) on the effective date of the Participant’s
Termination of Employment; provided, however,
that, the Committee may determine, in its sole discretion, and only if a
Participant executes a release of liability in favor of the Company in a form approved
by the Committee and satisfies such other conditions as established by the
Committee, that the Participant who has a termination for Cause or has resigned
for any reason will continue to vest in the balance of such Account following
such Termination of Employment at the same time(s) that such balance would have
otherwise vested under the Vesting Schedule. For purposes of this Plan, the “vesting” of a Restricted Unit shall mean
the lapsing of the restrictions thereon with respect to such Restricted Unit.


 


Section 3.02.
Death, Disability, Retirement or Termination
Without Cause. Notwithstanding Section 3.01, a Participant’s
Account will become 100% vested upon the Participant’s Termination of
Employment due to death, Disability, Retirement or a termination without Cause.


 


ARTICLE 4

DISTRIBUTIONS


 


Section 4.01.
General. Subject to Section 2.05(b),
no Award will be distributed unless such distribution is permitted under this Article 4.
The payment of the vested portion of an Award, including Earnings thereon,
shall be treated as drawn proportionately from the investment alternative(s) in
effect as of the relevant payment date. Any such payment shall be made in Holding
Units to the extent such payment is attributable to an Award notionally
invested in Restricted Units. Any portion of an Award, including Earnings
thereon, that is not vested will not be distributed hereunder.


 


Section 4.02.
Distributions If Deferral Election Is Not In
Effect.


 


(a)                                  Unless
a Participant elects otherwise on a Deferral Election Form under Sections 5.01
or 5.02 (if such election is permitted by the Committee), a Participant who has
not had a Termination of Employment will have the vested portion of his Award,
including Earnings thereon, distributed to him annually in the form of a
lump sum as soon as administratively practicable after such portion vests under
the applicable Vesting Schedule of Section 3.01.


 


(b)                                 Subject
to Section 4.04, unless a Participant elects otherwise on a Deferral
Election Form under Sections 5.01 or 5.02 (if such election is
permitted by the Committee), a Participant who has had a Termination of
Employment will have the balance of any vested Award not paid under Section 4.02(a),
including Earnings thereon, distributed to him as follows:


 


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(i)                                     In
the event of a Participant’s Termination of Employment due to the Participant’s
death, such distribution will be made to the Participant’s Beneficiary in a
single lump sum payment.


 


(ii)                                  In
the event of a Participant’s Termination of Employment due to the Participant’s
Disability, Retirement or termination without Cause, such distribution will be
made to the Participant in a single lump sum payment as soon as
administratively practicable following the six month anniversary of any such
Termination of Employment, as applicable.


 


(iii)                               In
the event that the Committee determines in its sole discretion under Section 3.01
that a Participant shall continue to vest following his Termination of
Employment, payments with respect to the Award, including Earnings thereon,
will be made as the balance vests; provided,
however, that such payments may not commence prior to the six
month anniversary of such Termination of Employment.


 


Section 4.03.
Distributions If Deferral Election Is In
Effect.


 


(a)                                  Subject
to Sections 4.03(b) and 4.04, in the event that a deferral election is in
effect with respect to a Participant pursuant to Sections 5.01 or 5.02 and
the Participant has a Termination of Employment for any reason other than death
or Disability, the vested portion of such Participant’s Award, including Earnings
thereon, will be distributed to him as soon as administratively practicable
following the benefit commencement date specified on such Deferral Election Form and
in the form of payment elected on such form.


 


(b)                                 Subject
to Section 4.04, in the event that a Deferral Election Form is in
effect with respect to a Participant pursuant to Sections 5.01 or 5.02 and
such Participant subsequently has a Termination of Employment due to death or
Disability, the elections made by such Participant on his Deferral Election Form shall
be disregarded, and the vested portion of such Participant’s Award, including Earnings
thereon, will be distributed to him as soon as administratively practicable
following such Termination of Employment in a single lump sum payment; provided, however, that with respect to a
Termination of Employment due to Disability, no such distribution may be
made before the date which is 6 months after such Termination of Employment.


 


Section 4.04.
Payment Following Death. Notwithstanding
Sections 4.02 and 4.03 to the contrary, in the event of the death of a
Participant or a former Participant, any undistributed portion of such
individual’s vested Award, including Earnings thereon, will be distributed to
his Beneficiary in a single lump sum distribution, as soon as administratively
practicable following the later of the date the Committee receives (i) written
notification in a form satisfactory to it of such individual’s death, and (ii) any
tax waiver or other document deemed relevant by the Committee with respect to
making the payment.


 


Section 4.05.
Unforeseeable Emergency. Notwithstanding
the foregoing to the contrary, if a Participant or former Participant
experiences an Unforeseeable Emergency, such individual may petition the
Committee to (i) suspend any deferrals under a Deferral Election Form submitted
by such individual and/or (ii) receive a partial or full distribution of a
vested Award, including Earnings thereon, deferred by such individual. The
Committee shall determine, in its 


 


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sole discretion, whether to accept
or deny such petition, and the amount to be distributed, if any, with respect
to such Unforeseeable Emergency; provided,
however, that such amount may not exceed the amount necessary
to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of
the individual’s assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship).


 


ARTICLE 5

DEFERRALS OF COMPENSATION


 


Section 5.01.
Initial Deferral Election. The
Committee may permit deferral elections in its sole and absolute
discretion in accordance with procedures established by the Committee for this
purpose from time to time. If so permitted, a Participant may elect in
writing on a Deferral Election Form to have the portion of the Award which
vests, including Earnings thereon, distributed as of a distribution
commencement date elected by the Participant that occurs following the date
that such Award becomes or is scheduled to become 100% vested under the applicable
Vesting Schedule, or, if earlier and so permitted by the Committee, six months
following such Participant’s Termination of Employment. Any such distribution shall
be made in such form(s) as permitted by the Committee at the time of deferral
(including, if permitted by the Committee, a single lump sum or substantially
equal annual installments over a period of up to ten years) as elected by the
Participant. If the Participant has failed to properly elect a distribution
commencement date, the Participant will be deemed to have elected to have the
Award distributed as the Award vests, and if the Participant has failed to
properly elect a method of payment, the Participant will be deemed to have
elected to have the Award distributed in the form of a lump sum. If
deferrals are permitted by the Committee, such Deferral Election Form must
submitted to the Committee (or its delegate) no later than the last day of the
calendar year prior to the Effective Date of an Award under Section 2.01,
except that a Deferral Election Form may also be submitted to the
Committee (or its delegate) in accordance with the following:


 


(a)                                  In
the case of the first year in which a Participant becomes eligible to
participate in the Plan and with respect to services to be performed subsequent
to such deferral election, a Deferral Election Form may be submitted within
30 days after the date the Participant becomes eligible to participate in the Plan.


 


(b)                                 With
respect to the deferral of an Award subject to Section 409A of the Code
that relates all or in part to services performed between January 1,
2005 and December 31, 2005, a Deferral Election Form may be
submitted by March 15, 2005.


 


(c)                                  A
Deferral Election Form may be submitted at such other time or times
as permitted by the Committee in accordance with Section 409A of the Code.


 


Section 5.02.
Changes in Time and Form of
Distribution. The elections set forth in a Participant’s Deferral
Election Form governing the payment of the vested portion of an Award,
including Earnings thereon, pursuant to Section 5.01 shall be irrevocable
as to the Award covered by such election; provided,
however, if permitted by the Committee, a Participant shall 


 


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be permitted to change the time
and form of distribution of such Award by making a subsequent election on
a Deferral Election Form supplied by the Committee for this purpose in
accordance with procedures established by the Committee from time to time,
provided that any such subsequent election does not take effect for at least 12
months, is made at least 12 months prior to the scheduled distribution
commencement date for such Award and the subsequent election defers
commencement of the distribution for at least five years from the date such
payment otherwise would have been made.


 


ARTICLE 6

ADMINISTRATION; MISCELLANEOUS


 


Section 6.01.
Administration of the Plan. The
Plan is intended to be an unfunded, non-qualified incentive plan and the ACSP
Deferral Plan is intended to be an unfunded, non-qualified deferred
compensation plan within the meaning of ERISA and shall be administered by the
Committee as such. The right of any Participant or Beneficiary to receive
distributions under the Plan shall be as an unsecured claim against the general
assets of Alliance. Notwithstanding the foregoing, Alliance, in its sole
discretion, may establish a “rabbi trust” to pay benefits hereunder. The
Committee shall have the full power and authority to administer and interpret
the Plan and to take any and all actions in connection with the Plan,
including, but not limited to, the power and authority to prescribe all
applicable procedures, forms and agreements. The Committee’s interpretation and
construction of the Plan, including its computation of notional investment
returns and Earnings, shall be conclusive and binding on all Persons having an
interest in the Plan.


 


Section 6.02.
Amendment, Suspension and Termination of the
Plan. The Committee reserves the right at any time, without the
consent of any Participant or Beneficiary and for any reason, to amend, suspend
or terminate the Plan in whole or in part in any manner; provided that no
such amendment, suspension or termination shall reduce the balance in any
Account prior to such amendment, suspension or termination or impose additional
conditions on the right to receive such balance, except as required by law.


 


Section 6.03.
General Provisions.


 


(a)                                  To
the extent provided by the Committee, each Participant may file with the
Committee a written designation of one or more Persons, including a trust or
the Participant’s estate, as the Beneficiary entitled to receive, in the event
of the Participant’s death, any amount or property to which the Participant
would otherwise have been entitled under the Plan. A Participant may, from time
to time, revoke or change his or her Beneficiary designation by filing a new
designation with the Committee. If (i)  no such Beneficiary designation is
in effect at the time of a Participant’s death, (ii) no designated
Beneficiary survives the Participant, or (iii) a designation on file is
not legally effective for any reason, then the Participant’s estate shall be
the Participant’s Beneficiary.


 


(b)                                 Neither
the establishment of the Plan nor the grant of any Award or any action of any Company,
the Board, or the Committee pursuant to the Plan, shall be held or construed to
confer upon any Participant any legal right to be continued in the employ of
any Company. Each 


 


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Company expressly reserves the
right to discharge any Participant without liability to the Participant or any
Beneficiary, except as to any rights which may expressly be conferred upon
the Participant under the Plan.


 


(c)                                  An
Award hereunder shall not be treated as compensation, whether upon such Award’s
grant, vesting, payment or otherwise, for purposes of calculating or accruing a
benefit under any other employee benefit plan except as specifically provided
by such other employee benefit plan.


 


(d)                                 Nothing
contained in the Plan, and no action taken pursuant to the Plan, shall create
or be construed to create a fiduciary relationship between any Company and any
other person.


 


(e)                                  Neither
the establishment of the Plan nor the granting of an Award hereunder shall be
held or construed to create any rights to any compensation, including salary,
bonus or commissions, nor the right to any other Award or the levels thereof
under the Plan.


 


(f)                                    No
Award nor right to receive any payment, including Restricted Units, under the
Plan may be transferred or assigned, pledged or otherwise encumbered by
any Participant or Beneficiary other than by will, by the applicable laws of
descent and distribution or by a court of competent jurisdiction. Any other
attempted assignment or alienation of any payment hereunder shall be void and
of no force or effect.


 


(g)                                 If
any provision of the Plan shall be held illegal or invalid, the illegality or
invalidity shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if the illegal or invalid provision had not
been included in the Plan.


 


(h)                                 Any
notice to be given by the Committee under the Plan to any party shall be in
writing addressed to such party at the last address shown for the recipient on
the records of any Company or subsequently provided in writing to the Committee.
Any notice to be given by a party to the Committee under the Plan shall be in
writing addressed to the Committee at the address of Alliance.


 


(i)                                     Section headings
herein are for convenience of reference only and shall not affect the meaning
of any provision of the Plan.


 


(j)                                     The
provisions of the Plan shall be governed and construed in accordance with the
laws of the State of New York.


 


(k)                                  There
shall be withheld from each payment made pursuant to the Plan any tax or other
charge required to be withheld therefrom pursuant to any federal, state or
local law. A Company by whom a Participant is employed shall also be entitled
to withhold from any compensation payable to a Participant any tax imposed by Section 3101
of the Code, or any successor provision, on any amount credited to the Participant;
provided, however, that if for
any reason the Company does not so withhold the entire amount of such tax on a
timely basis, the Participant shall be required to reimburse Alliance for the
amount of the tax not withheld promptly upon Alliance’s request therefore. With
respect to Restricted Units: (i) in the event that the Committee
determines that any federal, state or local tax or any other charge is required
by 


 


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law to be withheld with respect
to the Restricted Units or the vesting of Restricted Units (a “Withholding Amount”) then, in the
discretion of the Committee, either (X) prior to or contemporaneously with the
delivery of Holding Units to the recipient, the recipient shall pay the
Withholding Amount to Alliance in cash or in vested Holding Units already owned
by the recipient (which are not subject to a pledge or other security
interest), or a combination of cash and such Holding Units, having a total fair
market value, as determined by the Committee, equal to the Withholding Amount;
(Y) Alliance shall retain from any vested Holding Units to be delivered to the
recipient that number of Holding Units having a fair market value, as
determined by the Committee, equal to the Withholding Amount (or such portion
of the Withholding Amount that is not satisfied under clause (X) as payment of
the Withholding Amount; or (Z) if Holding Units are delivered without the
payment of the Withholding Amount pursuant to either clause (X) or (Y), the
recipient shall promptly pay the Withholding Amount to Alliance on at least
seven business days notice from the Committee either in cash or in vested
Holding Units owned by the recipient (which are not subject to a pledge or
other security interest), or a combination of cash and such Holding Units,
having a total fair market value, as determined by the Committee, equal to the
Withholding Amount, and (ii) in the event that the recipient does not pay
the Withholding Amount to Alliance as required pursuant to clause (i) or
make arrangements satisfactory to Alliance regarding payment thereof, Alliance may withhold
any unpaid portion thereof from any amount otherwise due the recipient from
Alliance.


 


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