ex10_07.htm


    
      

    

    Exhibit
10.07

     

    Special
Option Program under the

    1997
Long Term Incentive Plan

    


    Option
Award Agreement

    


    


    Agreement,
dated as of January 23, 2009, among AllianceBernstein L.P. (“Partnership”),
AllianceBernstein Holding L.P. (“Holding”) and <PARTC_NAME>
(“Participant”), an employee of the Partnership or a subsidiary of the
Partnership.

    


    Whereas,
The Compensation Committee (“Committee” or “Administrator”) of the Board
of Directors (“Board”) of AllianceBernstein Corporation (“Corporation”)­,
pursuant to the Partnership’s Amended and Restated 1997 Long Term Incentive Plan
(“Plan”), a copy of which has been delivered electronically to the Participant,
has granted to the Participant an award (“Award”) consisting of options
(“Options”) to purchase units representing assignments of the benefi­cial
ownership of limited partnership interests in Holding (“Units”) that vest over
the first five anniversaries of grant date;

    


    Now,
Therefore, in accordance
with the grant of the Award, and as a condition thereto, the Partnership,
Holding and the Participant agree as follows:

    


    1.           Grant.  Subject
to and under the terms and conditions set forth in this Agreement and the Plan,
the Committee hereby awards to the Participant Options, which permit the
Participant to purchase from the Partnership the number of Units set forth in
Section 1 of Schedule A, at the per Unit price set forth in Section 2 of
Schedule A, subject to the vesting schedule set forth in Section 3 of Schedule
A.

    


    2.           Term
and Vesting Schedule.  (a) The Options shall not
be exercisable to any extent prior to January 23, 2010 or after January 23, 2019
(“Option Expiration Date”).  Subject to the terms and
condi­tions of this Agreement and the Plan, the Participant shall be
entitled to exercise the Options prior to the Option Expiration Date and to
purchase Units pursuant to the Options in accordance with the schedule set forth
in Section 3 of Schedule A.

    


    (b)   The right to
exercise the Options shall be cumulative so that to the extent the Options are
not exercised when they become initially exercisable with respect to any Units,
they shall be exercisable with respect to such Units at any time thereafter
until the Option Expiration Date, subject to any guidelines or restrictions in
the Partnership’s Code of Business Conduct and Ethics or the  U.S.
federal securities laws.  Options awarded hereunder may not be
exercised after the Option Expiration Date (i.e., any Units subject to
the Options that have not been purchased on or before the Option Expiration Date
may no longer be purchased).  A Unit shall be considered to have been
purchased on or before the Option Expiration Date if the Partnership has been
given notice of the purchase and the Partnership has actually received payment
therefor, pursuant to Sections 3, 7 and 15, on or before the Option Expiration
Date.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    3.    Notice of Exercise, Payment,
Certificate and Account.  Exercise of the Options, in whole or
in part, shall be by delivery of a written notice to the Partnership and Holding
pursuant to Section 15, which specifies the number of Units being purchased and
is accompanied by payment therefor in cash.  The Participant may pay
the Partnership as many as three business days subsequent to exercise date and
may pay the Partnership directly or through a financial
intermediary.  Promptly after receipt of such notice and purchase
price, the Partnership shall cause the Partnership’s transfer agent to deliver
the number of Units purchased.  Units to be issued upon the exercise
of Options may be authorized and newly-issued Units or Units that have been
reacquired by the Partnership, a subsidiary of the Partnership, Holding or a
subsidiary of Holding.

    


    4.    Termination.  The
Options may be exer­cised by the Participant only while the Participant is
employed full-time by the Partnership, except as follows:

    


    (a)    Disability.  If
the Participant’s employment with the Partnership terminates because of
Disability, the Participant (or the Participant’s personal representative) shall
have the right to exercise all outstanding Options held by the Participant (and
not previously cancelled or expired) for a period which ends
not  later than the earlier of (i) three months after such
termination, and (ii) the Option Expi­ration Date. The Participant shall be
deemed to have incurred a “Disability” if the Participant is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to last  for a
continuous period of not less than 12 months, as determined by the carrier of
the long-term disability insurance program maintained by the Partnership or its
affiliate that covers the Participant, or such other person or entity designated
by the Administrator in its sole discretion. In order to assist in the process
described in this paragraph (a), the Participant shall, as reasonably
re­quested by the Administrator, (A) be available for medical examinations
by one or more physicians chosen by the long-term disability insurance provider
or the Administrator and approved by the Participant, whose approval shall not
unreasonably be withheld, and (B) grant the long-term disability insurance
provider, the Admin­istrator and any such physicians access to all relevant
medical information concerning the Participant, arrange to furnish copies of
medical records to them, and use best efforts to cause the Participant’s own
physicians to be available to discuss the Participant’s health with
them.

    


    (b)    Death.  If
the Participant dies (i) while in the employ of the Partnership, (ii) within one
month after incurring a Disability (as determined in accordance with paragraph
(a) above), (iii) at any time after the Participant’s Retirement (as defined in
paragraph (c) below), or (iv) within one month after
the  Participant’s employment is terminated for any reason other than
Disability, Retirement or for Cause (as determined in accordance with paragraph
(d) be­low), all outstanding Options held  by the Participant (and
not previously cancelled or expired) may be exercised by the person or persons
to whom the Options shall have been transferred by will or by the laws of
descent and distribution for a period which ends not later than the earlier of
(A) six months from the date of the Participant’s death, and (B) the Option
Expi­ration Date.

    


    
      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

    

     

    (c)    Retirement. If the
Participant’s employment with the Partnership terminates because of the
Participant’s Retirement, the outstanding Options held by the Participant (and
not previously cancelled or expired) on his or her Retirement date shall expire
on the earlier of the Option Expiration Date and the date that is five years
from the date of such Retirement.  Furthermore, to the extent any such
Options are not fully vested on the Participant’s Retirement date, the Options
shall continue to vest as specified in Section 3 of Schedule
A.  “Retirement” with respect to a Participant means that the
employment of the Participant with the Partnership or any subsidiary of the
Partnership has terminated either (i) on or after the Participant’s attaining
the age 65, or (ii) on or after the Participant’s attaining the age 55 at a time
when the sum of the Participant’s age and aggregate full calendar years of
service with the Partnership or any subsidiary of the Partnership, including
service prior to April 21, 1988 with the corporation then named Alliance Capital
Management Corporation, equals or exceeds 70.  The vesting and
termination provisions in this paragraph (c) are conditioned upon the retiring
Participant executing and complying with a standard release and non-competition
agreement in favor of the Partnership and its subsidiaries (as defined below) in
a form to be provided by the Partnership.

    


    (d)    Other
Termination.  If the Partnership terminates the Participant's
employment for any reason other than death, Disability, Retirement or for Cause,
the Participant shall have the right to exercise the Options, to the extent that
the Participant was entitled to do so on the date of the termination of the
Participant’s employment, for a period which ends not later than the earlier of
(i) three months after such termination, and (ii) the Option Expi­ration
Date.  “Cause” shall mean (A) the Participant’s continuing willful
failure to perform the Participant’s duties as an employee (other than as a
result of total or partial incapacity due to physical or mental illness), (B)
gross negligence or malfeasance in the performance of the Participant’s duties,
(c) a finding by a court or other governmental body with proper jurisdiction
that an act or acts by the Participant constitutes (1) a felony under the laws
of the United States or any state thereof (or, if the Participant’s place of
employment is outside of the United States, a serious crime under the laws of
the foreign jurisdiction where the Participant is employed, which crime if
committed in the United States would be a felony under the laws of the United
States or the laws of New York), or (2) a violation of federal or state
securities law (or, if the Participant’s place of employment is outside of the
United States, of federal, state or foreign securities law) by reason of which
finding of violation described in this clause (2) the Board determines in good
faith that the continued employment of the Participant by the Partnership would
be seriously detrimental to the Partnership and its business, (D) in the absence
of such a finding by a court or other governmental body with proper
jurisdiction, such a determination in good faith by the Board by reason of such
act or acts constituting such a felony, serious crime or violation, or (E) any
breach by the Participant of any obliga­tion of confidentiality or
non-competition to the Partnership.

    


    
      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      

    

     

    For
purposes of this Agreement, employment by a subsidiary of the Partnership shall
be deemed to be employment by the Partnership.  A “subsidiary” of the
Partnership shall be any corporation or other entity of which the Partnership
and/or its subsidiaries (a) have sufficient voting power (not depending on the
happening of a contingency) to elect at least a majority of its board of
directors, or (b) otherwise have the power to direct or cause the direction of
its management and policies.

    


    5.           No Right to Continued
Employment.   The Options shall not confer upon the
Participant any right to continue in the employ of the Partnership or any
subsidiary of the Partnership, and shall not interfere in any way with the right
of the Partnership to terminate the service of the Participant at any time for
any reason.

    


    6.           Non-Transferability.  The
Options are not transferable other than by will or the laws of descent and
distribution and, except as otherwise provided in Section 4, during the lifetime
of the Participant the Options are exercisable only by the Participant; except
that Participant may transfer the Options, without consideration, subject to
such rules as the Committee may adopt to preserve the purposes of the Plan
(including limiting such transfers to transfers by Participants who are senior
executives), to a trust solely for the benefit of the Participant and the
Participant's spouse, children or grandchildren (including adopted children and
grandchildren and step-children and step-grandchildren) (each a “Permitted
Transferee”).

    


    7.    Payment of Withholding
Tax.  In the event that the Partnership or Holding determines
that any federal, state or local tax or any other charge is required by law to
be withheld with respect to the exercise of Options, the Participant shall,
either directly or through a financial intermediary, promptly pay to the
Partnership, a subsidiary specified by the Partnership, Holding or a subsidiary
specified by Holding, no later than the third business day after exercise date,
an amount equal to such withholding tax or charge.  If the Participant
does not promptly so pay the entire amount of such withholding tax or charge in
accordance with such notice, or make arrangements satisfactory to the
Partnership and Holding regarding payment thereof, the Partnership, any
subsidiary of the Partnership, Holding or any subsidiary of Holding may withhold
the remaining amount thereof from any amount due the Participant from the
Partnership, its subsidiary, Holding or its subsidiary.

    


    8.    Dilution and Other
Adjustments.  The existence of the Award shall not impair the
right of the Partnership, Holding or their respective partners to, among other
things, conduct, make or effect any change in the Partnership’s or Holding’s
business, 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 the Partnership or
Holding, issuance of warrants or other rights to purchase limited partnership
interests or other securities of the Partnership or Holding, or any
incorporation (or other change in form) of the Partnership or
Holding.  In the event of such a change in the partnership interests
of the Partnership or Holding, the Board shall make such adjustments to the
Award, including the purchase price of the Units specified in Section 2 of
Schedule A, as it deems appropriate and equitable.  In the event of
incorpo­ra­tion (or other change of form) of the Partnership or Holding,
the Board shall make such arrangements as it deems appropriate and equitable
with respect to the Award for the Participant to purchase stock in the resulting
corporation in place of the Units subject to the Options. Any such
adjust­ment or arrangement may provide for the elimination of any fractional
Unit or shares of stock that might otherwise become subject to the
Options.  Any decision by the Board under this Section shall be final
and binding upon the Participant.

    


    
      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      

    

     

    9.    Rights as an Owner of a
Unit. The Participant (or a transferee of the Options pursuant to
Sections 4 and 6 hereof) shall have no rights as an owner of a Unit with respect
to any Unit covered by the Options until the Participant becomes the holder of
record of such Unit, which shall be deemed to occur at the time that notice of
pur­chase is given and payment in full is received by the Partnership and
Holding under Sections 3, 7 and 15 of this Agreement.  By such
actions, the Participant (or such transferee) shall be deemed to have consented
to, and agreed to be bound by, all other terms, conditions, rights and
obligations set forth in the then current Amended and Restated Agreement of
Limited Partnership of Holding and the then current Amended and Restated
Agreement of Limited Partnership of the Partnership (“Partnership
Agreement”).  Except as provided in Section 8 hereof, no adjustment
shall be made with respect to any Unit for any distribution for which the record
date is prior to the date on which the Participant becomes the holder of record
of the Unit, regardless of whether the distribution is ordinary or
extraordinary, in cash, securities or other property, or of any other
rights.

    


    10.    Electronic
Delivery.  The Plan contemplates that each award under the Plan
shall be evidenced by an Award Agreement which shall be delivered to the
Participant.  It is hereby understood that electronic delivery of this
Award Agreement constitutes delivery under the Plan.

    


    11.    Administrator.  If
at any time there shall be no Committee, the Board shall be the
Administrator.

    


    12.    Governing
Law.  This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

    


    13.    Sections and
Headings.  All section references in this Agreement are to
sections hereof for convenience of reference only and are not to affect the
meaning of any provision of this Agreement.

    


    14.    Interpretation.  The
Participant accepts this Award subject to all the terms and provisions of the
Plan, which shall control in the event of any conflict between any provision of
the Plan and this Agreement, and accepts as binding, conclusive and final all
decisions or interpretations of the Administrator or Board upon any questions
arising under the Plan and/or this Agreement.

    


    
      
        
           


        

        
          - 5
-

          
            

          

        

        
           


        

      

    

     

    15.    Notices.  Any
notice under this Agreement shall be in writing and shall be deemed to have been
duly given when deliv­ered personally (whether by hand or by facsimile) or
when deposited in the United States mail, registered, postage prepaid, and
addressed, in the case of the Partnership and Holding, to the Corporate
Secretary at 1345 Avenue of the Americas, New York, New York 10105, or if the
Partnership should move its principal office, to such principal office, and, in
the case of the Participant, to his or her last permanent address as shown on
the Partnership's records, subject to the right of either party to designate
some other address at any time hereafter in a notice satisfying the
require­ments of this Section.

    


    16.           Entire Agreement;
Amendment.  This Agreement supersedes any and all existing
agreements between the Participant, the Partnership and Holding relating to the
Options.  It may not be amended except by a written agreement signed
by both parties.

    


    


    


    
      
        
          	 
      	
                  AllianceBernstein
      l.p.

                
	 
      	
                  AllianceBernstein
      Holding l.p.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	
                  /s/
      Gerald M. Lieberman

                	 
      
	 
      	 
      	 
      	
                  Gerald
      M. Lieberman

                	 
      
	 
      	 
      	 
      	
                  President
      and Chief Operating Officer

                	 
      


        

      

    

    


    


    


    To accept
the terms of this Option Award Agreement, please click the “Accept” button
below:

    


    ACCEPT

    


    DECLINE

     

    
      
        
           


        

        
          - 6
-

          
            

          

        

        
           


        

      

    

    


    Schedule
A

    to

    Special
Option Program Agreement

    


    


    
      	
               
      1.

            	
              The
      number of Units that the Participant is entitled to purchase pursuant to
      the Options granted under this Agreement is <OPTS_GRANTED>.

            


    

    


     

    
      
        	
                2.

              	
                The per Unit
      price to purchase Units pursuant to the Options granted under this
      Agreement is $17.05 per
Unit.

              


      

    

    


     

    
      	
               
      3.

            	
              Percentage
      of Units With Respect to

            


    

    Which the
Options First Become

    Exercisable on the Date
Indicated

    


    1.
January 23,
2010                
 20.0%

    2.
January 23,
2011                 
40.0%

    3.
January 23,
2012                 
60.0%

    4.
January 23,
2013                
 80.0%

    5.
January 23,
2014                100.0%