Exhibit 10.4


 


ALLIANCE CAPITAL MANAGEMENT L.P.

FINANCIAL ADVISOR WEALTH ACCUMULATION PLAN


 


INCENTIVE AWARD AGREEMENT


 


THIS
AGREEMENT, made as of the           
day of                         ,
20   , by and between Alliance Capital Management L.P., and Alliance
Capital Management Holding L.P., both Delaware limited partnerships
(collectively, the “Company”), and                          
(the “Participant”).


 


Preliminary Statement


 


The Board of
Directors of Alliance Capital Management Corporation, the general partner of
the Company, has authorized this Incentive Award. Unless otherwise indicated,
any capitalized term used but not defined herein shall have the meaning
ascribed to such term in the Plan. A copy of the Plan has been delivered to the
Participant. By signing and returning this Agreement, the Participant
acknowledges having received and read a copy of the Plan and agrees to comply
with it, this Agreement and all applicable laws and regulations.


 


Accordingly,
the Company and the Participant agree as follows:


 


1.             Incentive Award. Subject to the restrictions, terms and
conditions of the Plan and this Agreement, the Company hereby awards an
Incentive Award to the Participant of $                       .


 


2.             Vesting.


 


(a)           Except as set forth in subsection (b)
below, the Incentive Award shall become vested and cease to be forfeitable (but
shall remain subject to the other terms of this Agreement) as follows if the
Participant has been continuously employed by the Company or an Affiliate until
such date:


 


	
  VESTING DATE

  	
   

  	
  VESTED PERCENTAGE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


There shall be no proportionate or partial
vesting in the periods prior to the applicable vesting dates and all vesting
shall occur only on the appropriate vesting date.


 


(b)          Notwithstanding Paragraph (a), a
Participant’s Incentive Benefit shall become immediately vested and cease to be
forfeitable upon the Participant’s death or Disability (as defined in the Plan)
or Termination of Employment by the Company without Cause. For purposes of this Section,
“Cause” shall mean a termination of employment due to the Participant’s
insubordination, dishonesty, fraud, moral turpitude, misconduct, refusal to
perform his or her duties or responsibilities for any reason other than illness
or incapacity or materially unsatisfactory performance of his or her duties for
the Company or its Affiliates; the failure to remain licensed (to the extent
required by applicable law) to perform his employment duties or the failure of
the Participant to obtain all relevant licenses to perform such duties; the
violation of any employment rules, policies or procedures of the Company
(including internal compliance rules); an act or acts constituting a felony
under the laws of the United States or any state thereof; or a violation of the
federal or state securities laws.


 


3.             Forfeiture. If the Participant’s employment with the
Company or any Affiliate is terminated for any reason, other than as described
in Section 2(b) above, prior to becoming vested in accordance with Section 2(a)
above, the Participant shall forfeit to the Company, without compensation, any
and all unvested Incentive Benefits.


 


4.             Payment. The Participant may make an election using the
form attached hereto to elect when and how his vested Incentive Benefits will
be paid in lieu of the default payment method provided under the Plan.


 


5.             Post-Termination
Obligations. The Participant agrees that the Plan and the
Incentive Award being made thereunder are in further consideration of the
Participant’s confidentiality and non-solicitation obligations, which are set
forth in Paragraphs 3, 4 and 5 of the Participant’s employment agreement with
Alliance Capital Management L.P. Accordingly, Participant agrees that the
provisions of those Paragraphs 3, 4 and 5 are incorporated in this Agreement by
reference as if fully set forth.


 


6.             Death. The Participant’s Beneficiary shall be the
persons designated pursuant to the form attached hereto. The Participant may
change his designation of beneficiary(ies) at any time prior to his death by
submitting a new beneficiary form to the Company.


 


7.             Controlling
Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without giving effect to conflict of law provisions.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.


 


	
   

  	
  ALLIANCE CAPITAL
  MANAGEMENT L.P.

  
	
   

  	
   

  
	
   

  	
  By:     Alliance Capital Management Corporation,

  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert H. Joseph, Jr.

  	
   

  
	
   

  	
  SVP and CFO

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant

  



 


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ALLIANCE CAPITAL MANAGEMENT L.P.

FINANCIAL ADVISOR WEALTH ACCUMULATION PLAN


 


ELECTIVE DISTRIBUTION DATE & ELECTION
DISTRIBUTION FORM

ELECTION FORM


 


The undersigned hereby elects
under the Alliance Capital Management L.P. Financial Advisor Wealth
Accumulation Plan (the “Plan”) as follows:


 


1.                                         In lieu of receiving my Incentive
Benefits in accordance with Section 6.1 of the Plan, I elect to receive (or
commence receiving) my vested Incentive Benefits under the Plan on the
following Elective Distribution Date:


 


o                                    As soon as administratively possible
following my Separation of Service, as defined in the Plan.


 


o                                    January 31, 20       
(this date must be later than date on which the Incentive Benefits will become
100% vested under Agreement).


 


2.                                         In lieu of
receiving my Incentive Benefits in accordance with Section 6.1 of the Plan, I
elect to receive my Incentive Benefits under the Plan in the following Elective
Distribution Form:


 


o                                    Substantially equal annual installments
paid over a period of          years
(not exceeding 10 years).


 


o                                    A single lump sum.


 


These elections, upon becoming effective, shall revoke and supersede
all prior elections.


 


 


	
  Signature of

  	
   

  
	
  Participant:

  	
   

  	
   

  	
  Date:

  	
   

  
					



 


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