AS AMENDED, SUCH
DETERMINATION OF THE BOARD TO BE FINAL AND CONCLUSIVE), WHILE SERVING IN SUCH
CAPACITY, ALL UNEXERCISED UNITS COVERED HEREBY THAT HAVE NOT VESTED AND BECOME
EXERCISABLE AS OF THE EFFECTIVE DATE OF THE UNIT HOLDER'S TERMINATION OF SERVICE
FOR DEATH OR DISABILITY SHALL VEST AND BECOME IMMEDIATELY EXERCISABLE IN FULL
EFFECTIVE AS OF SUCH DATE OF TERMINATION OF SERVICE, AND THE COMPANY SHALL PAY
SUCH UNIT HOLDER (OR THE LEGAL REPRESENTATIVE OF THE ESTATE OF THE DECEASED UNIT
HOLDER OR THE PERSON OR PERSONS WHO ACQUIRE THE RIGHT TO RECEIVE PAYMENT FOR A
UNIT BY BEQUEST OR INHERITANCE OR REASON OF THE DEATH OF THE UNIT HOLDER;
HEREINAFTER "SUCCESSOR"), IN COMPLETE SATISFACTION OF ALL UNEXERCISED UNITS HELD
BY SUCH UNIT HOLDER ON THE DATE OF SUCH TERMINATION OF SUCH SERVICE OF THE UNIT
HOLDER, AN AMOUNT DETERMINED IN THE MANNER SET FORTH IN PARAGRAPH 2 ABOVE AS IF
THE UNIT HOLDER HAD EXERCISED THE RIGHT AND OPTION TO BE PAID FOR ALL THEN
UNEXERCISED UNITS HELD BY THE UNIT HOLDER ON THE DATE OF SUCH SERVICE
TERMINATION.
SUCH PAYMENT SHALL BE MADE BY THE COMPANY TO THE UNIT HOLDER OR
THE UNIT HOLDER'S SUCCESSOR, AS THE CASE MAY BE, WITHIN 30 DAYS AFTER THE DATE
OF SUCH TERMINATION.
5.
NON-ASSIGNABILITY.
THE UNIT HOLDER SHALL NOT TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE IN ANY MANNER THIS AGREEMENT OR ANY OF THE RIGHTS AND
PRIVILEGES GRANTED HEREBY OTHER THAN BY WILL OR BY THE LAWS OF DESCENT AND
DISTRIBUTION.
UNITS ARE EXERCISABLE DURING THE UNIT HOLDER'S LIFETIME ONLY BY
THE UNIT HOLDER.
UPON ANY ATTEMPT BY THE UNIT HOLDER TO TRANSFER THIS AGREEMENT
OR ANY RIGHT OR PRIVILEGE GRANTED HEREBY (INCLUDING WITHOUT LIMITATION ANY
UNITS) OTHER THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION AND
CONTRARY TO THE PROVISIONS HEREOF, THIS AGREEMENT AND SAID RIGHTS AND PRIVILEGES
SHALL IMMEDIATELY BECOME NULL AND VOID.
6.
ANTI-DILUTION.
IN THE EVENT THAT THE SHARES OF CLASS A COMMON
STOCK SUBJECT TO THIS AGREEMENT SHALL BE CHANGED INTO OR EXCHANGED FOR A
DIFFERENT NUMBER OR KIND OF SHARES OF STOCK OR OTHER SECURITIES OF THE COMPANY
OR OF ANOTHER CORPORATION (WHETHER BY REASON OF MERGER, CONSOLIDATION,
RECAPITALIZATION, RECLASSIFICATION, SPLIT-UP, COMBINATION OF SHARES, OR
OTHERWISE) OR IF THE NUMBER OF SUCH SHARES OF CLASS A COMMON STOCK SHALL BE
INCREASED SOLELY THROUGH THE PAYMENT OF A STOCK DIVIDEND, THEN THERE SHALL BE
MADE AN APPROPRIATE ADJUSTMENT (A) IN THE NUMBER OF UNITS THEN COVERED HEREBY,
(B) TO THE BASE PRICE AND/OR (C) TO THE OTHER TERMS AS MAY BE NECESSARY TO
REFLECT THE FOREGOING EVENTS.
THERE MAY ALSO BE MADE SIMILAR ADJUSTMENTS AS
DESCRIBED IN (A)-(C) OF THE PREVIOUS SENTENCE IN THE EVENT OF ANY DISTRIBUTION
OF ASSETS TO THE COMPANY'S STOCKHOLDERS OTHER THAN A REGULAR QUARTERLY CASH
DIVIDEND.
ANY DETERMINATIONS OR INTERPRETATIONS UNDER THIS SECTION, INCLUDING
WHETHER A DISTRIBUTION IS OTHER THAN A REGULAR QUARTERLY CASH DIVIDEND, SHALL BE
MADE BY THE BOARD, WHICH DETERMINATION SHALL BE FINAL, BINDING AND CONCLUSIVE.