Form of Boardwalk Pipeline Partners Long-Term Incentive Plan



 Exhibit 10.9 
  
 FORM OF BOARDWALK PIPELINE PARTNERS 
 LONG-TERM INCENTIVE PLAN 
  
 SECTION 1. Purpose of the Plan. 
  
 The Boardwalk
Pipeline Partners Long-Term Incentive Plan (the “Plan”) has been adopted by Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “Partnership”). The Plan is intended to promote the interests of the Partnership by
providing to Employees, Consultants and Directors incentive compensation awards based on Units to encourage superior performance. The Plan is also contemplated to enhance the ability of the Partnership 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 advancing the business of the Partnership. 
  
 SECTION 2. Definitions. 
  
 As used in the Plan, the following terms shall have the meanings set forth
below: 
  
 “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, Restricted Unit, Phantom Unit, Unit Appreciation Right or Substitute Award granted under
the Plan, and shall include any tandem DERs granted with respect to a Phantom Unit, Unit Appreciation Right or Option. 
  
 “Award Agreement” means the written or electronic agreement by which an Award shall be evidenced. 
  
 “Board” means the Board of Directors of the General Partner or, if
applicable, the general partner of the General Partner, or such other Person or Persons designated to perform the equivalent function for the Partnership in accordance with applicable law. 
  
 “Change of Control” means, and shall be deemed to have occurred
upon, one or more of the following events: 
  
 (i) any “person” or “group”, within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than an Affiliate of the General Partner, becomes the beneficial owner, by way of merger,
consolidation, recapitalization, reorganization or otherwise, of fifty percent (50%) or more of the voting power of the equity interests of the Partnership; 
  
 (ii) a Person other than Loews Corporation or an Affiliate of Loews Corporation becomes the General Partner;
or 









 (iii) the sale or other disposition, including by liquidation or dissolution, of all or
substantially all of the assets of the General Partner or the Partnership in one or more transactions to any Person other than an Affiliate of the General Partner or the Partnership. 
  
 Notwithstanding the foregoing, with respect to an Award that is subject to Section 409A of the Internal Revenue Code,
“Change of Control” shall have the meaning ascribed to such term in the regulations or other guidance issued with respect to Section 409A. 
  
 “Committee” means the Compensation Committee of the Board or such other committee as may be appointed by the Board to administer the Plan or, if
none, the Board. 
  
 “Consultant” means an individual
who renders consulting services to the Partnership or an Affiliate thereof. 
  
 “DER” means a distribution equivalent right, being a contingent right, granted in tandem with a specific Option, UAR or 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 Award is outstanding. 
  
 “Director” means a member of the Board who is not an Employee or a Consultant. 
  
 “Employee” means an employee of the Partnership or an Affiliate thereof. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Fair Market Value” means the closing sales price of a Unit on the
principal national securities exchange or other market in which trading in Units occurs 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). If Units are not traded on a national securities exchange or other market 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. 
  
 “General Partner” means the general partner of the Partnership and, as applicable, the general partner of the general partner of the Partnership, and any successor General Partner. 
  
 “Option” means an option to purchase Units granted under the Plan.

  
 “Participant” means an Employee, Consultant or
Director granted an Award under the Plan. 
  
 “Partnership
Agreement” means the Agreement of Limited Partnership of the Partnership, as it may be amended or amended and restated from time to time. 
  
 “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization,
association, governmental agency or political subdivision thereof or other entity. 
  

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 “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, as determined by the Committee in its discretion. 
  
 “Restricted Period” means the period established by the Committee with respect to an Award during which the Award remains subject to forfeiture
and is not exercisable by or payable to the Participant, as the case may be. 
  
 “Restricted Unit” means a Unit granted under the Plan that is subject to a Restricted Period. 
  
 “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. 
  
 “Substitute
Award” means an award granted pursuant to Section 6(c)(viii) of the Plan. 
  
 “UDR” means a distribution made by the Partnership with respect to a Restricted Unit. 
  
 “Unit” means a Common Unit of the Partnership. 
  
 “Unit Appreciation Right” or “UAR” means an Award, that, upon exercise, entitles the holder to receive the excess of the Fair Market
Value of a Unit on the exercise date over the exercise price established for such Unit Appreciation Right. Such excess shall be paid in Units and/or in cash as set forth in the Award Agreement. 
  
 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 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. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or an Award Agreement in such manner and to such extent as the Committee deems necessary or appropriate.
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 

  

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be final, conclusive, and binding upon all Persons, including the Partnership, any Affiliate, any Participant, and any beneficiary of any Award. 

 
 SECTION 4. Units. 
  
 (a) Limits on Units Deliverable. Subject to adjustment as provided in
Section 4(c), the number of Units that may be delivered with respect to Awards under the Plan is 3,525,000. Units withheld from an Award to satisfy the exercise price of such Award or the Partnership’s or an Affiliate’s minimum tax
withholding obligations with respect to the Award shall not be considered to be Units delivered under the Plan for this purpose. If any Award is forfeited, cancelled, exercised, or otherwise terminates or expires without the actual delivery of Units
pursuant to such Award, the Units subject to such Award shall again be available for Awards under the Plan. There shall not be any limitation on the number of Awards that may be granted and paid in cash. 
  
 (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 of any distribution
(whether in the form of Units, other securities or property other than cash), 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, the Committee shall, in such manner as it may deem equitable, adjust the number and type of Units (or
other securities or property) with respect to which Awards may be granted. 
  
 SECTION 5. Eligibility. 
  
 Any Employee, Consultant or Director who performs services, directly or indirectly, for the benefit of the Partnership shall be eligible to be designated a Participant and receive an Award under the Plan. 
  
 SECTION 6. Awards. 
  
 (a) Options. The Committee shall have the authority to determine the
Employees, Consultants and Directors to whom Options shall be granted, the number of Units to be covered by each Option, whether DERs are granted with respect to such Option, the purchase price therefor and the Restricted Period and other 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. 

 
 (i) Exercise Price. The exercise price per Unit
purchasable under an Option shall be determined by the Committee at the time the Option is granted but, except with respect to a Substitute Award, may not be less than the Fair Market Value of a Unit as of the date of grant of the Option.

  

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 (ii) Time and Method of Exercise. The Committee shall determine the exercise terms
and the Restricted Period with respect to an Option grant, which may include, without limitation, the provision for accelerated vesting upon the achievement of specified performance goals or other events, 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 Partnership, a “cashless-broker” exercise through procedures approved by the
Partnership, withholding Units to be acquired upon the Option exercise, or any combination of methods, having a Fair Market Value on the exercise date equal to the relevant exercise price. 
  
 (iii) Forfeitures. Except as otherwise provided in
the terms of the Option grant, upon termination of a Participant’s employment with or consulting services to the Partnership and its Affiliates or membership on the Board, whichever is applicable, for any reason 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. 
  
 (iv) Option DERs. To the extent provided by the Committee, in its discretion, a grant of Options 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 Options Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion. 
  
 (b) Unit Appreciation Rights. The Committee shall have the authority to determine the Employees, Consultants and Directors to whom Unit
Appreciation Rights shall be granted, the number of Units to be covered by each grant, whether DERs are granted with respect to such Unit Appreciation Right, the terms of any DERs, and the conditions and limitations applicable to the exercise of the
Unit Appreciation Right, 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. 
  
 (i) Exercise Price. The exercise price per Unit
Appreciation Right shall be determined by the Committee at the time the Unit Appreciation Right is granted but may not be less than the Fair Market Value of a Unit as of the date of grant. 
  
 (ii) Time of Exercise. The Committee shall determine
the time or times at which a Unit Appreciation Right may be exercised in whole or in part, which may include, without limitation, accelerated vesting upon the achievement of specified performance goals or other events. 
  
 (iii) UAR DERs. To the extent provided by the
Committee, in its discretion, a grant of UARs 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 UAR Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion. 
  

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 (iv) Forfeitures. Except as otherwise provided in the terms of the Award
Agreement, upon termination of a Participant’s employment or consulting arrangement with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding
Unit Appreciation Rights awarded the Participant shall be automatically forfeited on such termination. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Unit Appreciation Rights.

  
 (c) Restricted Units and Phantom Units. The Committee
shall have the authority to determine the Employees, Consultants and Directors to whom Restricted Units or Phantom Units shall be granted, the number of Restricted Units or Phantom Units to be granted to each such Participant, the Restricted Period,
the conditions under which the Restricted Units or Phantom Units may become vested or forfeited and such other terms and conditions as the Committee may establish with respect to such Awards. 
  
 (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 Phantom Unit Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion. 
  
 (ii) UDRs. To the extent provided by the Committee, in its discretion, a grant of Restricted Units
may provide that distributions made by the Partnership with respect to the Restricted Units shall be subject to the same forfeiture and other restrictions as the Restricted Unit and, if restricted, such distributions shall be held, without interest,
until the Restricted Unit vests or is forfeited with the UDR being paid or forfeited at the same time, as the case may be. Absent such a restriction on the UDRs in the grant agreement, UDRs shall be paid to the holder of the Restricted Unit without
restriction. 
  
 (iii) Forfeitures. Except
as otherwise provided in the terms of the Restricted Units or Phantom Units grant, upon termination of a Participant’s employment with or consulting services to the Partnership and its Affiliates or membership on the Board, whichever is
applicable, for any reason during the applicable Restricted Period, all outstanding Restricted Units and Phantom Units awarded the Participant shall be automatically forfeited on such termination. The Committee may, in its discretion, waive in whole
or in part such forfeiture with respect to a Participant’s Restricted Units and/or Phantom Units. 
  
 (iv) Lapse of Restrictions. 
  
 (A) Phantom Units. Upon or as soon as reasonably practical following the vesting of each Phantom Unit, subject to the provisions of
Section 8(b), the Participant shall be entitled to receive from the Partnership 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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 (B) Restricted Units. Upon or as soon as reasonably practical following the
vesting of each Restricted Unit, subject to satisfying the tax withholding obligations of Section 8(b), the Participant shall be entitled to have the restrictions removed from his or her Unit certificate so that the Participant then holds an
unrestricted Unit. 
  
 (d) 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 Partnership or any Affiliate.
Awards granted in addition to or in tandem with other Awards or awards granted under any other plan of the Partnership 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 Paragraph
(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 Paragraph (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 Partnership or any Affiliate. 
  
 (C) To the extent specifically provided by the Committee with respect to an Option, 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. 
  
 (iii) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee, but such term may not
exceed 10 years. 
  
 (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 inscribed 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.

  

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 (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 Partnership is not reasonably able to obtain Units to deliver pursuant to such Award without violating applicable law or the applicable rules or regulations of any governmental agency or authority 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 Partnership. 
  
 (vii) Change
of Control. Unless specifically provided otherwise in the Award Agreement, upon a Change of Control all outstanding Awards shall automatically vest and be payable at their maximum target level or become exercisable in full, as the case may be.

  
 (viii) Substitute Awards. Awards may
be granted under the Plan in substitution for similar assumed, canceled or forfeited awards held by individuals who become Employees, Consultants or Directors as a result of a merger, consolidation or acquisition by the Partnership or an Affiliate
of another entity or the assets of another entity. Such Substitute Awards that are Options may have exercise prices less than the Fair Market Value of a Unit on the date of such substitution. 
  
 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 any other Person. 
  
 (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) Actions Upon the Occurrence of Certain Events.
Upon the occurrence of any event described in Section 4(c) of the Plan, any Change of Control, any change in applicable law or regulation affecting the Plan or Awards thereunder, or any change in accounting principles affecting the financial
statements of the Partnership, the Committee, in its sole discretion and on such terms and conditions as it deems appropriate, may take any one or more of the following actions in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan or an outstanding Award: 
  
 (A) provide for either (i) the termination of any Award in exchange for an amount of cash, if any, equal to the amount that would
have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction or event the Committee determines in good faith that no
amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Partnership without payment) or (ii) the replacement of such Award with other rights or
property selected by the Committee in its sole discretion; 
  

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 (B) provide that such Award be assumed by the successor or survivor entity, or a parent
or subsidiary thereof, or be exchanged for similar options, rights or awards covering the equity of the successor or survivor, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of equity interests and prices;

  
 (C) make adjustments in the number and type
of Units (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Awards or in the terms and conditions of (including the exercise price), and the vesting/performance criteria included in,
outstanding Awards, or both; 
  
 (D) provide that
such Award shall be exercisable or payable, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and 
  
 (E) provide that the Award cannot be exercised or become payable after such event, i.e., shall terminate upon such event.

  
 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) Tax Withholding. Unless other arrangements have been made that are acceptable to the Partnership, the Partnership
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, 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 Partnership to satisfy its withholding obligations for the payment of such taxes. 
  
 (c) No Right to Employment or Services. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ
of the Partnership or any Affiliate, continue consulting services or to remain on the Board, as applicable. Furthermore, the Partnership or an Affiliate may at any time dismiss a Participant from employment or consulting 

  

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free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan, any Award agreement or other 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 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 law, 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 of 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 Partnership 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 Partnership 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 Partnership or any
participating Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Partnership 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 manage properly 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 that the
Committee may select, and the Partnership shall be relieved of any further liability for payment of such amounts. 
  

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 (k) Participation by Affiliates. In making Awards to Employees employed by an entity other than
the Partnership, the Committee shall be acting on behalf of the Affiliate, and to the extent the Partnership has an obligation to reimburse the Affiliate for compensation paid for services rendered for the benefit of the Partnership, such payments
or reimbursement payments may be made by the Partnership directly to the Affiliate. 
  
 (l) 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. Compliance with Section 409A. 
  
 (a) Nothing in the Plan or any Award Agreement shall operate or be construed
to cause the Plan or an Award to fail to comply with the requirements of Section 409A of the Internal Revenue Code. The applicable provisions of Section 409A and the regulations and guidelines issued thereunder are hereby incorporated by
reference and, with respect to an Award the Committee intended to comply with Section 409A, shall control over any Plan or Award Agreement provision in conflict therewith. 
  
 (b) With respect to an Award that is subject to Section 409A of the Code, notwithstanding anything in the Plan or the
Award Agreement to the contrary, 
  
 (i) payment
under the Plan may not be made earlier than as permitted by Section 409A(a)(2) of the Code, i.e., a separation from service, death, a specified time (or fixed schedule) specified at the date of the deferral, a “change in ownership, control
or effective control, as provided in regulations or other guidance under Section 409A”, or the occurrence of an unforeseen event; 
  
 (ii) the time or schedule of any payment under the Plan may not be accelerated except as provided in regulations or guidance issued under
Section 409A; 
  
 (iii) no elections may be
made by a Participant to defer compensation under the Plan; and 
  
 (iv) no elections may be made by a Participant to change the time and form of payment under the Plan. 
  
 SECTION 10. 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 the Committee or the
10th anniversary of the date the Plan is adopted by the Partnership. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, however, 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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