Penn Virginia Resource GP, LLC Second Amended and Restated Long-Term Plan



 Exhibit 10.1 
 SECOND AMENDED AND RESTATED PENN VIRGINIA RESOURCE GP, LLC 
 LONG-TERM INCENTIVE PLAN

  

	SECTION	1. Purpose of the Plan. 

 The Penn Virginia Resource
GP, LLC Long-Term Incentive Plan (the “Plan”) is intended to promote the interests of Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), by providing to employees and directors of Penn
Virginia Resource GP, LLC (the “Company”) and its Affiliates who perform services for the Partnership incentive compensation awards for superior performance that are based on Units. The Plan is also contemplated to enhance the ability of
the Company and its Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership and to encourage them to devote their best efforts to the business of the Partnership, thereby
advancing the interests of the Partnership and its partners. 
  

	SECTION	2. Definitions. 

 As used in the Plan, the following
terms shall have the meanings set forth below: 
 “Account” means the bookkeeping reserve account established and maintained for
each Director pursuant to Section 6(d)(iii) hereof solely to determine the amount of Deferred Common Units payable to the Director pursuant to Section 6(d)(i) and shall not constitute a separate fund of assets. Each such Account shall
consist of such subaccounts as the Committee deems necessary or desirable for the administration of the Plan. 
 “Affiliate” means,
with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 
 “Award” means an Option, Unit, Restricted Unit, Phantom Unit or Deferred Common Unit granted under the Plan, and shall include any tandem DERs
granted with respect to a Phantom Unit. 
 “Board” means the Board of Directors of the Company. 
 “Change in Control” shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any sale, lease,
exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the Partnership or the Company to any Person or its Affiliates, other than the Partnership, the Company or any of their Affiliates,
(ii) any merger, reorganization, consolidation or other transaction pursuant to which more than 50% of the combined voting power of the equity interests in the Company ceases to be owned by Persons who own such interests as of October 30,
2001, (iii) a “change of control” of Penn Virginia Corporation, as provided in its Second Amended and Restated 1999 Employee Stock Incentive Plan, or (iv) the general partner (whether the Company or any other Person) of the
Partnership ceases to be an Affiliate of Penn Virginia Corporation. 







 “Committee” means the Compensation Committee of the Board or such other committee of the Board
appointed by the Board to administer the Plan. 
 “Deferred Common Unit” means a bookkeeping entry representing a single Unit.

 “DER” means a contingent right, granted in tandem with a specific Phantom Unit, to receive an amount in cash equal to the cash
distributions made by the Partnership with respect to a Unit during the period such Phantom Unit is outstanding. 
 “Director”
means a member of the Board who is not an Employee. 
 “Employee” means any employee of the Company or an Affiliate who performs
services for the Partnership, as determined by the Committee. 
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
 “Fair Market Value” means the closing sales price of a Unit on the applicable date (or if there is no trading in the
Units on such date, on the next preceding date on which there was trading) as reported in The Wall Street Journal (or other reporting service approved by the Committee). In the event Units are not publicly traded at the time a determination of fair
market value is required to be made hereunder, the determination of fair market value shall be made in good faith by the Committee. 
 “Option” means an option to purchase Units granted under the Plan. 
 “Participant” means any Employee or
Director granted an Award under the Plan. 
 “Partnership Agreement” means the Amended and Restated Agreement of Limited
Partnership of Penn Virginia Resource Partners, L.P. 
 “Person” means an individual or a corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. 
 “Phantom Unit” means a phantom (notional) Unit granted under the Plan which upon vesting entitles the Participant to receive a Unit or an amount of cash equal to the Fair Market Value of a Unit, whichever is determined by the
Committee. 
 “Restricted Period” means the period established by the Committee with respect to an Award during which the Award
remains subject to forfeiture (is not vested) and is not exercisable by or payable to the Participant; provided, however, the Restricted Period with respect to any Award may not terminate prior to the end of the Subordination Period (as defined in
the Partnership Agreement) except (i) at the same time and in the same proportion as subordinated units are converted into Common Units, and (ii) upon a Change in Control. 
 “Restricted Unit” means a Unit granted under the Plan that remains subject to a Restricted Period. 
  

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 “Retirement” means the voluntary termination by an Optionee or a Participant of his employment
with the Company after such Optionee or Participant has (i) reached the age of 62 and (ii) provided at least ten consecutive Years of Service. 
 “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time. 
 “SEC” means the Securities and Exchange Commission, or any successor thereto. 
 “Unit” means a Common Unit of the Partnership. 
 “Unit Distribution” means any cash distribution or other distribution paid by the Company on account of the Units. 
 “Year of Service” means any calendar year in which an employee of the Company is paid or entitled to be paid for 1,000 hours of service. 
 SECTION 3. Administration. 
 The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously
approved by the members of the Committee in writing, shall be the acts of the Committee. Subject to the following and any applicable law, the Committee, in its sole discretion, may delegate any or all of its powers and duties under the Plan
(provided the Chief Executive Officer is a member of the Board), including the power to grant Awards under the Plan, to the Chief Executive Officer of the Company, subject to such limitations on such delegated powers and duties as the Committee may
impose, if any. Upon any such delegation all references in the Plan to the “Committee”, other than in Section 7, shall be deemed to include the Chief Executive Officer; provided, however, that such delegation shall not limit the Chief
Executive Officer’s right to receive Awards under the Plan. Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards to, or take any action with respect to any Award previously granted to, a person who is an officer
subject to Rule 16b-3 or a member of the Board. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority
to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Units to be covered by Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any instrument or agreement relating to an Award made under the Plan;
(vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall
be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, the Partnership, any Affiliate, any Participant, and any beneficiary of any Award.

  

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 SECTION 4. Units. 
 (a) Units Available. Subject to adjustment as provided in Section 4(c), the number of Units with respect to which Awards may be granted under
the Plan is 300,000. If any Option, Restricted Unit or Phantom Unit is forfeited or otherwise terminates or is canceled without the delivery of Units, then the Units covered by such Award, to the extent of such forfeiture, termination or
cancellation, shall again be Units with respect to which Awards may be granted. 
 (b) Sources of Units Deliverable Under Awards. Any
Units delivered pursuant to an Award shall consist, in whole or in part, of Units acquired in the open market, from any Affiliate, the Partnership or any other Person, or any combination of the foregoing, as determined by the Committee in its
discretion. 
 (c) Adjustments. In the event that the Committee determines that any distribution (whether in the form of cash, Units,
other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Partnership, issuance of warrants or
other rights to purchase Units or other securities of the Partnership, or other similar transaction or event affects the 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 shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Units (or other securities or property) with
respect to which Awards may be granted, (ii) the number and type of Units (or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award; provided, that the number of Units subject to any Award shall always be a whole number. 
 SECTION 5. Eligibility. 
 Any Employee or Director shall be eligible to be designated a Participant and receive an Award under the Plan, except that only Directors shall be eligible to receive Deferred Common Units. 
  

	SECTION	6. Awards. 

 (a) Options. The Committee shall
have the authority to determine the Employees and Directors to whom Options shall be granted, the number of Units to be covered by each Option, the purchase price therefor and the conditions and limitations applicable to the exercise of the Option,
including the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan. 
 (ii) Exercise Price. The purchase price per Unit purchasable under an Option shall be determined by the Committee at the time the
Option is granted and may be more or less than its Fair Market Value as of the date of grant. 
  

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 (ii) Time and Method of Exercise. The Committee shall determine the Restricted
Period, i.e., the time or times at which an Option may be exercised in whole or in part, which may include, without limitation, accelerated vesting upon the achievement of specified performance goals, and the method or methods by which payment of
the exercise price with respect thereto may be made or deemed to have been made, which may include, without limitation, cash, check acceptable to the Company, a “cashless-broker” exercise through procedures approved by the Company, other
securities or other property, a recourse note from the Participant in a form acceptable to the Company, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price. 
 (iii) Forfeiture. Except as otherwise provided in the terms of the Option grant, upon termination of a Participant’s
employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason other than Retirement during the applicable Restricted Period, all Options shall be forfeited by the Participant. The Committee may,
in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Options. 
 (b) Phantom Units. The
Committee shall have the authority to determine the Employees and Directors to whom Phantom Units shall be granted, the number of Phantom Units to be granted to each such Participant, the Restricted Period, the conditions under which the Phantom
Units may become vested or forfeited, which may include, without limitation, the accelerated vesting upon the achievement of specified performance goals, and such other terms and conditions as the Committee may establish with respect to such Awards,
including whether DERs are granted with respect to such Phantom Units. 
 (i) DERs. To the extent provided by the
Committee, in its discretion, a grant of Phantom Units may include a tandem DER grant, which may provide that such DERs shall be paid directly to the Participant, be credited to a bookkeeping account (with or without interest in the discretion of
the Committee) subject to the same vesting restrictions as the tandem Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion. Notwithstanding the foregoing however, DERs shall not be granted
with respect to any Award prior to the end of the Subordination Period (as defined in the Partnership Agreement). 
 (ii)
Forfeiture. Except as otherwise provided in the terms of the Phantom Units grant, upon termination of a Participant’s employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason
other than Retirement during the applicable Restricted Period, all Phantom Units shall be forfeited by the Participant. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Phantom
Units. 
 (iii) Lapse of Restrictions. Upon or as soon as reasonably practical following the vesting of each Phantom
Unit, the Participant shall be entitled to receive from the Company one Unit or cash equal to the Fair Market Value of a Unit, as determined by the Committee in its discretion. 
  

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 (c) Restricted Units. The Committee shall have the authority to determine the Employees and
Directors to whom Restricted Units shall be granted, the number of Restricted Units to be granted to each such Participant, the Restricted Period, the conditions under which the Restricted Units may become vested or forfeited, which may include,
without limitation, the accelerated vesting upon the achievement of specified performance goals, and such other terms and conditions as the Committee may establish with respect to such Awards. 
 (i) Forfeiture. Except as otherwise provided in the terms of the Restricted Units grant, upon termination of a Participant’s
employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason other than Retirement during the applicable Restricted Period, all Restricted Units shall be forfeited by the Participant. The
Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Restricted Units. 
 (ii) Lapse of Restrictions. Upon or as soon as reasonably practical following the vesting of each Restricted Unit, the Participant shall be entitled to receive from the Company one Unit that is not subject to a Restricted Period.

 (iii) Distributions. As provided by the Committee, in its discretion, in a grant of Restricted Units, distributions
on a Restricted Unit may be paid directly to the Participant or may be made subject to a risk of forfeiture and transfer restrictions during the Restricted Period, in which event such distributions shall be held, without interest, by the Company and
paid to the Participant upon the vesting of the related Restricted Unit or forfeited upon the forfeiture of the related Restricted Unit, as the case may be. 
 (d) Deferred Common Units. The Committee shall have the authority to determine the Directors to whom Deferred Common Units shall be awarded, the number of Deferred Common Units awarded to each such Director,
the conditions under which the Deferred Common Units may become vested or forfeited, the Restricted Period, if any, and such other terms and conditions as the Committee may establish with respect to such Awards. 
 (i) Unit Distributions. Except as otherwise provided in the terms of the Deferred Common Unit award, on each date on which the Partnership makes a
Unit Distribution (the “Unit Distribution Date”), the Account of each Director shall be credited with, at the Committee’s discretion, either (A) an amount of cash equal to (x) the amount of cash or the fair market value of
other property comprising such Unit Distribution, times (y) the number of Deferred Common Units credited to the Director’s Account as of the Unit Distribution Date or (B) that number of Deferred Common Units equal to (x) the
product of (1) the amount of cash or the fair market value of other property comprising such Unit Distribution, times (2) the number of Deferred Common Units credited to the Director’s Account as of the Unit Distribution Date, divided
by (y) the Fair Market Value on the Unit Distribution Date. 
 (ii) Deferred Common Unit Accounts. 
 (A) The Committee shall establish an Account on behalf of each Director who receives Deferred Common Units. The establishment of an Account shall not
require segregation of 
  

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 any funds of the Partnership or provide any Director with any rights to any assets of the Company or the Partnership,
except as a general creditor thereof. A Director shall have no right to receive payment of any amount credited to his Account except as expressly provided in Section 6(d)(iv). 
 (B) Each Director’s Account as of any Grant Date shall consist of Deferred Common Units credited to the Director’s Account and any Unit
Distributions credited under 6(d)(i) above. 
 (C) Periodically (as determined by the Committee), each Director shall receive a statement
indicating the amounts credited to and payable from the Director’s Account. 
 (iii) Vesting. Except as otherwise provided in the
terms of the Deferred Common Unit award, each Director shall be 100% vested at all times in (i) the Deferred Common Units credited to such Director’s Account and (ii) Unit Distributions attributable thereto. 
 (iv) Account Distributions. Except as otherwise provided in the terms of the Deferred Common Unit award, the Units represented by Deferred Common
Units credited to a Director’s Account and the amount attributable to Unit Distributions credited to a Director’s Account shall be distributed to the Director on the date on which the Director ceases for any reason to be a member of the
Board; provided that, upon the death of a Director, such distributions shall be made to the beneficiary designated by such Director, or, if no such designation has been made, or if the beneficiary predeceases the Director, to the Director’s
estate. Each Deferred Common Unit shall be payable in one Unit. 
 (e) General. 
 (i) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for any other Award granted under the Plan or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or awards granted
under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards. 
 (ii) Limits on Transfer of Awards. 
 (A) Except as provided in (C) below, each Option shall be exercisable only by the Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or
the laws of descent and distribution. 
 (B) Except as provided in (C) below, no Award and no right under any such Award
may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the
Company or any Affiliate. 
  

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 (C) To the extent specifically provided by the Committee with respect to an Option grant,
an Option may be transferred by a Participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish. In
addition, Awards may be transferred by will and the laws of descent and distribution. 
 (iii) Term of Awards. The term
of each Award shall be for such period as may be determined by the Committee. 
 (iv) Unit Certificates. All
certificates for Units or other securities of the Partnership delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the
Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Units or other securities are then listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions. 
 (v) Consideration for Grants. Awards may
be granted for such consideration, including services, as the Committee determines. 
 (vi) Delivery of Units or other
Securities and Payment by Participant of Consideration. Notwithstanding anything in the Plan or any grant agreement to the contrary, delivery of Units pursuant to the exercise or vesting of an Award may be deferred for any period during which,
in the good faith determination of the Committee, the Company is not reasonably able to obtain Units to deliver pursuant to such Award without violating the rules or regulations of any applicable law or securities exchange. No Units or other
securities shall be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award grant agreement (including, without limitation, any exercise price or tax withholding) is
received by the Company. Such payment may be made by such method or methods and in such form or forms as the Committee shall determine, including, without limitation, cash, other Awards, withholding of Units, cashless-broker exercises with
simultaneous sale, or any combination thereof; provided that the combined value, as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such Units or other property so tendered to the Company, as of the
date of such tender, is at least equal to the full amount required to be paid to the Company pursuant to the Plan or the applicable Award agreement. 
 (vii) Change in Control. Upon a Change in Control (or such period prior thereto as may be established by the Committee) and upon Retirement, all Awards shall automatically vest and become payable or
exercisable, as the case may be, in full. In this regard, all Restricted Periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level. To the extent an Option is not exercised upon a Change
in Control, the Committee may, in its discretion, cancel such Award without payment or provide for a replacement grant with respect to such property and on such terms as it deems appropriate. Notwithstanding the foregoing, no Award shall be payable
in the 
  

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 event of a Change of Control unless such Change of Control is also a “change of control” for
purposes of Section 409A of the Internal Revenue Code of 1986, as amended. To the extent an Option is not exercised by the three-year anniversary of the date of Retirement, such Option shall terminate and be forfeited on such anniversary.

 SECTION 7. Amendment and Termination. 
 Except to the extent prohibited by applicable law: 
 (a) Amendments to the Plan. Except as required by the rules of the principal securities exchange on which the Units are traded and subject to Section 7(b) below, the Board or the Committee may amend, alter, suspend, discontinue,
or terminate the Plan in any manner, including increasing the number of Units available for Awards under the Plan, without the consent of any partner, Participant, other holder or beneficiary of an Award, or other Person; provided, however, that no
amendment to the Plan may be made without the approval of a Unit Majority (as defined in the Partnership Agreement) that would either (i) accelerate vesting to prior to the end of the Subordination Period, except as provided in the current
definition of Restricted Period, or (ii) permit DERs to be granted prior to the end of the Subordination Period. 
 (b) Amendments to
Awards. Subject to Section 7(a), the Committee may waive any conditions or rights under, amend any terms of, or alter any Award theretofore granted, provided no change, other than pursuant to Section 7(c), in any Award shall materially
reduce the benefit to a Participant without the consent of such Participant. 
 (c) Adjustment of Awards Upon the Occurrence of Certain
Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the
events described in Section 4(c) of the Plan) affecting the Partnership or the financial statements of the Partnership, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. 
 SECTION 8. General Provisions. 
 (a) No Rights to Award. No Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not
be the same with respect to each recipient. 
 (b) Withholding. The Company or any Affiliate is authorized to withhold from any Award,
from any payment due or transfer made under any Award or from any compensation or other amount owing to a Participant the amount (in cash, Units, other securities, Units that would otherwise be issued pursuant to such Award or other property) of any
applicable taxes payable in respect of the grant of an Award, its exercise, the lapse of restrictions thereon, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the
Company to satisfy its withholding obligations for the payment of such taxes. 
  

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 (c) No Right to Employment. The grant of an Award shall not be construed as giving a Participant
the right to be retained in the employ of the Company or any Affiliate or to remain on the Board, as applicable. Further, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under
the Plan, unless otherwise expressly provided in the Plan or in any Award agreement. 
 (d) Governing Law. 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 law without regard to its conflict of laws principles. 
 (e) Severability. If any provision of the Plan or any award is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, 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 the 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 or the Award, such provision shall be stricken as to such jurisdiction, person or award and the remainder of the Plan and any such
Award shall remain in full force and effect. 
 (f) Other Laws. The Committee may refuse to issue or transfer any Units or other
consideration under an Award if, in its sole discretion, it determines that the issuance or transfer or such Units or such other consideration might violate any applicable law or regulation, the rules of the principal securities exchange on which
the Units are then traded, or entitle the Partnership or an Affiliate to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. 
 (g) No Trust or Fund Created.
Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any participating Affiliate and a Participant or any other Person. To the extent that any
Person acquires a right to receive payments from the Company or any participating Affiliate pursuant to an award, such right shall be no greater than the right of any general unsecured creditor of the Company or any participating Affiliate.

 (h) No Fractional Units. No fractional Units shall be issued or delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Units or whether such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated. 

(i) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 
 (j)
Facility Payment. Any amounts payable hereunder to any person under legal disability or who, in the judgment of the Committee, is unable to properly manage his financial affairs, may be paid to the legal representative of such person, or may
be applied for the benefit of such person in any manner which the Committee may select, and the Company shall be relieved of any further liability for payment of such amounts. 
  

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 (k) Gender and Number. Words in the masculine gender shall include the feminine gender, the plural
shall include the singular and the singular shall include the plural. 
 SECTION 9. Term of the Plan. 
 The Plan shall be effective on the date of its approval by the Board and shall continue until the date terminated by the Board or Units are no longer
available for the payment of Awards under the Plan, whichever occurs first. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or
the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date. 
  

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