IN THEIR
ENTIRETY, AT THE FIRST COMPENSATION COMMITTEE MEETING FOLLOWING THE EFFECTIVE
DATE, ALL OF THE RECOMMENDATIONS OF THE COMPANY AND PARENT AS TO THE GRANTS OF
THE, AND TO ACTUALLY GRANT ALL OF THE, OPTIONS, PARTNERS UNITS, SENIOR PARTNERS
UNITS, AND RESTRICTED STOCK UNITS SPECIFIED IN SECTION 5; OR
(IV)
ANY MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY.
provided that, a termination by Executive with Good Reason shall be effective
only if, within thirty (30) days following Executive's first becoming aware of
the circumstances giving rise to Good Reason, Executive delivers a Notice of
Termination for Good Reason by Executive to the Company, and the Company within
thirty (30) days following its receipt of such notification has failed to cure
the circumstances giving rise to Good Reason.
(D)
TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. EXECUTIVE'S
EMPLOYMENT MAY BE TERMINATED PRIOR TO THE END OF THE EMPLOYMENT TERM BY
EXECUTIVE WITHOUT GOOD REASON FOLLOWING THE DELIVERY OF A NOTICE OF TERMINATION
TO THE COMPANY. UPON A TERMINATION BY EXECUTIVE PURSUANT TO THIS SECTION 9(D),
EXECUTIVE SHALL BE ENTITLED TO (I) HIS BASE SALARY THROUGH THE DATE OF SUCH
TERMINATION AND REIMBURSEMENT FOR ANY UNREIMBURSED BUSINESS EXPENSES PROPERLY
INCURRED BY EXECUTIVE IN ACCORDANCE WITH PARENT POLICY THROUGH THE DATE OF
EXECUTIVE'S TERMINATION, AND (II) CONTINUED HEALTH AND LIFE INSURANCE BENEFITS
FOR EXECUTIVE AND HIS SPOUSE AND DEPENDENTS, IF ANY, FOR A THIRTY-SIX (36) MONTH
PERIOD FOLLOWING THE DATE OF EXECUTIVE'S TERMINATION OF EMPLOYMENT, ON THE SAME
BASIS AS SUCH BENEFITS WERE PROVIDED DURING EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY; PROVIDED, THAT EXECUTIVE SHALL REIMBURSE THE COMPANY FOR THE
COBRA-EQUIVALENT COSTS OF SUCH COVERAGE AND THE COMPANY'S OBLIGATION TO PROVIDE
SUCH HEALTH AND LIFE INSURANCE BENEFITS SHALL CEASE WITH RESPECT TO SUCH
BENEFITS AT THE TIME EXECUTIVE
11
BECOMES ELIGIBLE FOR SUCH BENEFITS FROM ANOTHER EMPLOYER, AND HE SHALL HAVE NO
RIGHTS TO ANY FURTHER COMPENSATION (INCLUDING ANY BASE SALARY, ANNUAL BONUS,
RETENTION BONUS, OPTIONS, PARTNERS UNITS, SENIOR PARTNERS UNITS OR ANY LONG-TERM
OR EQUITY-BASED COMPENSATION AWARDS) OR ANY OTHER BENEFITS UNDER THIS AGREEMENT.
ALL OTHER BENEFITS, IF ANY, DUE EXECUTIVE FOLLOWING TERMINATION PURSUANT TO THIS
SECTION 9(D) SHALL BE DETERMINED IN ACCORDANCE WITH THE PLANS, POLICIES AND
PRACTICES OF PARENT; PROVIDED, HOWEVER, THAT EXECUTIVE SHALL NOT PARTICIPATE IN
ANY SEVERANCE PLAN, POLICY OR PROGRAM OF THE COMPANY.
(E)
RELEASE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO
THE CONTRARY, EXECUTIVE ACKNOWLEDGES AND AGREES THAT ANY AND ALL PAYMENTS AND
BENEFITS TO WHICH EXECUTIVE IS ENTITLED UNDER SECTION 9(C) OF THIS AGREEMENT ARE
CONDITIONAL UPON AND SUBJECT TO EXECUTIVE'S EXECUTION OF A GENERAL RELEASE AND
WAIVER, SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT A HERETO, OF ALL CLAIMS
EXECUTIVE MAY HAVE AGAINST PARENT, THE COMPANY AND ITS DIRECTORS, OFFICERS AND
AFFILIATES, EXCEPT AS TO MATTERS COVERED BY PROVISIONS OF THIS AGREEMENT THAT
EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.
(F)
NOTICE OF TERMINATION. ANY PURPORTED TERMINATION OF EMPLOYMENT BY
THE COMPANY OR EXECUTIVE, OTHER THAN ANY TERMINATION DUE TO EXECUTIVE'S DEATH,