ex10_08.htm


    
      

    

    Exhibit
10.08

     

    ALLIANCEBERNSTEIN
L.P.

    FINANCIAL
ADVISOR WEALTH ACCUMULATION PLAN

    


    INCENTIVE
AWARD AGREEMENT

    THIS AGREEMENT, made as of the
1st day of December, 2007, by and between AllianceBernstein L.P., a Delaware
limited partnership (the “Company”), and (the “Participant”).

     

    Preliminary
Statement

     

    The
Participant has been authorized to receive the following Incentive Award under
the AllianceBernstein Financial Advisor Wealth Accumulation Plan (the
“Plan”).  Unless otherwise indicated, any capitalized term used but
not defined herein shall have the meaning ascribed to such term in the Plan and
the Administrative Guidelines attached hereto.  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 and this Agreement, the attached
Administrative Guidelines 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 (including its attachments), 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

                                                                                  	 
	 	 	 	 	 
	 	
                                                                                    January
      1, 2009

                                                                                  	 	
                                                                                    14.3%

                                                                                  	 
	 	 	 	 	 
	 	
                                                                                    January
      1, 2010

                                                                                  	 	
                                                                                    14.3%

                                                                                  	 
	 	 	 	 	 
	 	
                                                                                    January
      1, 2011

                                                                                  	 	
                                                                                    14.3%

                                                                                  	 
	 	 	 	 	 
	 	
                                                                                    January
      1, 2012

                                                                                  	 	
                                                                                    14.3%

                                                                                  	 
	 	 	 	 	 
	 	
                                                                                    January
      1, 2013

                                                                                  	 	
                                                                                    14.3%

                                                                                  	 
	 	 	 	 	 
	 	
                                                                                    January
      1, 2014

                                                                                  	 	
                                                                                    14.3%

                                                                                  	 
	 	 	 	 	 
	 	
                                                                                    January
      1, 2015

                                                                                  	 	
                                                                                    14.2%

                                                                                  	 


                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    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 when the participant
becomes Disabled or upon 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 or her 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 AllianceBernstein 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.

     

    
      
        
          
            
              
                	 
      	
                        ALLIANCEBERNSTEIN
      L.P.

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        By:

                      	 /s/
      Robert H. Joseph, Jr.	
                         

                      
	 
      	 
      	Robert
      H. Joseph, Jr.	
                         

                      
	 
      	 
      	SVP
      and Chief Financial Officer	
                         

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	

                        [NAME
      OF PARTICIPANT]

                      	
                         

                      


              

            

          

        

      

    

    


    
      
        
           


        

        
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    ALLIANCEBERNSTEIN
L.P.

    FINANCIAL
ADVISOR WEALTH ACCUMULATION PLAN

    


    ELECTIVE
DISTRIBUTION DATE & ELECTION DISTRIBUTION FORM

    ELECTION
FORM

    
       

      
        
          

        

      

    

    


    The
undersigned hereby elects under the AllianceBernstein 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:

                
	 
      	 
      	 
      	 
      
	 
      	
                  £

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

                
	 
      	 
      	 
      	 
      
	 
      	
                  £

                	 
      	
                  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:

                
	 
      	 
      	 
      	 
      
	 
      	
                  £

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

                
	 
      	 
      	 
      	 
      
	 
      	
                  £

                	 
      	
                  A
      single lump sum.

                


        

      

    

    
 

    


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

    


    
      
        
          
            
              	
                      Signature
      of

                    	 
      	 
      	 
      	 
      
	
                      Participant:

                    	 
      	
                       

                    	Date:	 
      


            

          

        

      

    

    

      
        
           


        

        
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    ALLIANCEBERNSTEIN
L.P.

    FINANCIAL
ADVISOR WEALTH ACCUMULATION PLAN

    


    AMENDED
ADMINISTRATIVE GUIDELINES

    (EFFECTIVE
AS OF JANUARY 1, 2007)

    
      
        

      



    


    Plan
Eligibility

    


    Individuals
who have completed eight years of service as a Financial Advisor, have $500
million or more in assets under management, and service no more than 150
eligible client relationships, as defined by the firm, at the time of any
Incentive Award may be selected by the firm to participate in the
AllianceBernstein L.P. Financial Advisor Wealth Accumulation Plan (the
“Plan”).  Unless otherwise indicated, any capitalized term used but
not defined herein shall have the meaning ascribed to such term in the Plan and
the Award Agreement.

    


    Participation Is Not
Mandatory

    


    After
being selected, each eligible Financial Advisor may choose whether or not to
participate.

    


    Participation
Deadlines

    


    A
Financial Advisor selected by the firm to participate in the Plan will have 30
days from the notification of his or her selection to accept an Incentive Award,
but in all cases must accept the Incentive Award by December 31 immediately
preceding the first year of participation.  Each Financial Advisor
should analyze his or her own circumstances when deciding to participate in the
Plan.  Incentive Awards are granted as of January 1 of each year.
Financial Advisors will be notified of their selection annually.

    


    Determining the Amount of
the Incentive Award

    


    The
amount of an Incentive Award is based on the Financial Advisor’s Eligible
Revenues, a fixed amount that is selected from the new account and base
servicing revenue for the Advisor’s trailing four calendar quarters prior to the
Incentive Award.  Seven percent (7%) of the Eligible Revenues are
multiplied by the number of years the Financial Advisor elects to be a
participant in the Plan. The minimum term of participation is five years and the
maximum is seven years.  An Incentive Award equal to the resulting
amount will be granted and recorded as a book entry in a Plan account on behalf
of the Financial Advisor.

    


    The
Company determines, in its sole discretion and at any time, which revenues are
Eligible Revenues.  Accounts on which Base Level Servicing revenue is
shared among two or more Financial Advisors do not produce Eligible Revenues and
may not be included in the calculation of any Incentive Award.

    


    
      
        
           


        

        
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    Investment of the Incentive
Award

    


    Investment
returns on the Incentive Award will be measured pursuant to the participating
Financial Advisor’s elections in a selected family of investment products. The
Financial Advisor will have the ability to change his or her investment
measurement allocation with a frequency consistent with firm
policies.  However, any investment election in AllianceBernstein
Holding Units cannot be changed after such election, and investment elections in
Hedge Fund products must meet minimum investment requirements and other
applicable qualifications, and abide by Hedge Fund rules for
withdrawals.

    


    Available Investment
Elections

    


    
      	
               
      

            	
              ·

            	
              AllianceBernstein
      Small Cap Growth Portfolio

            


    

    
      	
               
      

            	
              ·

            	
              AllianceBernstein
      Small/Mid-Cap Value Fund

            


    

    
      	
               
      

            	
              ·

            	
              AllianceBernstein
      Real Estate Investment Fund

            


    

    
      	
               
      

            	
              ·

            	
              Federated
      Government Obligation Fund

            


    

    
      	
               
      

            	
              ·

            	
              Bernstein
      Strategic Value Portfolio

            


    

    
      	
               
      

            	
              ·

            	
              Bernstein
      Strategic Growth Portfolio

            


    

    
      	
               
      

            	
              ·

            	
              Bernstein
      International Portfolio

            


    

    
      	
               
      

            	
              ·

            	
              Bernstein
      Global Style Blend Portfolio

            


    

    
      	
               
      

            	
              ·

            	
              Bernstein
      Emerging Markets Fund

            


    

    
      	
               
      

            	
              ·

            	
              Bernstein
      Intermediate Duration Fund

            


    

    
      	
               
      

            	
              ·

            	
              Bernstein
      Short Duration Fund

            


    

    
      	
               
      

            	
              ·

            	
              Bernstein
      Advanced Value Hedge Fund

            


    

    
      	
               
      

            	
              ·

            	
              Bernstein
      Global Opportunities Hedge Fund

            


    

    
      	
               
      

            	
              ·

            	
              Bernstein
      Global Diversified Hedge Fund

            


    

    
      	
               
      

            	
              ·

            	
              AllianceBernstein
      Global Diversified Strategies - Hedge Fund
A

            


    

    
      	
               
      

            	
              ·

            	
              AllianceBernstein
      Global Diversified Strategies - Hedge Fund
B

            


    

    
      	
               
      

            	
              ·

            	
              AllianceBernstein
      Holding Units1

            


    

    


    


    Incentive Award Vesting
Schedule

    


    Each
Incentive Award will vest annually on January 1 on a pro-rata basis in equal
installments over the term of the Incentive Award. All Incentive Awards shall
vest immediately, however, upon the participant’s death or if the participant
becomes Disabled.  If the participant’s employment is terminated for
any reason other than those set forth in the Award Agreement, any portion of the
award that has not vested will be forfeited.

    
______________________

    
      	
              1

            	
              AllianceBernstein
      Holding Units in which Plan participants obtain a notional interest are
      issued pursuant to a registration statement on Form S-8 and
      prospectus.  Copies of these documents are available, free of
      charge, from the Company or the plan
  administrator.

            


    

     

    
      
        
           


        

        
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    Incentive Award
Distributions

    


    The
vested portion of an Incentive Award notionally invested in the Company’s
investment products will be paid in cash in the first calendar quarter following
the end of the third year and annually thereafter.  The vested portion
of an Incentive Award notionally invested in AllianceBernstein Holding Units
will be paid in kind in the first calendar quarter following the end of the
third year and annually thereafter.  Subject to the following
paragraph, the Financial Advisor may also elect, at the time of the Incentive
Award, to defer payments, once 100% vested, until termination of his or her
employment or some date certain in the future. Additionally, he or she may elect
to receive annual payments over an extended period of up to 10 years. Further
deferrals are available as described in the plan document.

    


    Any
change in either the Elective Distribution Date or form of the distribution
requires the Financial Advisor to elect a new distribution date that is no
earlier than the fifth anniversary of the Participant’s previous Elective
Distribution Date (regardless of whether the Participant’s new election was
solely to change the Elective Distribution Form). Any change in the Elective
Distribution Date must be made at least twelve months prior to the Elective
Distribution Date that is changing.

     

    Effect of Plan Participation
on Commissions

    


    The
future Base Level Servicing commissions on any revenues deemed Eligible Revenues
will be 3% of Base Servicing Revenue for the period of the Incentive
Award.  During the period of the Incentive Award, the 3% rate may be
applied to revenues generated by any relationships, accounts or assets on a
Participant’s base in an amount equal to the Participant’s Eligible Revenues
amount.  Upon acceptance of an Incentive Award, Base Level Servicing
provisions in the Advisor’s employment agreement will be superseded by the
foregoing sentences.

    


    Base
Level Servicing on revenues in excess of the Eligible Revenues amount will be
paid at the rate set by the Participant’s employment agreement.

     

    Full
Production Bonus will be paid on all New Accounts and New Assets regardless of
whether the assets or accounts are within relationships used to calculate the
Eligible Revenues amount at the time the Incentive Award was
made.   

     

    Adjustments To Incentive
Awards

    


    The
Company bears the risk of poor markets or excessive negative cash flow as it
relates to the Incentive Award amount.  Accordingly, there is no
downward adjustment to the Incentive Award due to those
reasons.  There also is no upward adjustment to the Incentive Award in
those periods of upward market performance or positive net asset
growth.

    

      
        
           


        

        
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    Plan
Adminsitration

    


    The
Newport Group will administer the recordkeeping for the Plan and provide monthly
statements to each Participant. Account access will be available via the
internet at any time, and changes in investment elections may be initiated
through www.plandestination.com.  The
Company will inform you of any change of plan administrator.

     

     

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