AND
CASH INCENTIVE AWARDS SHALL BE PAID OUT AS IF THE DATE OF THE CHANGE OF CONTROL
WERE THE LAST DAY OF THE APPLICABLE PERFORMANCE PERIOD AND "TARGET" PERFORMANCE
LEVELS HAD BEEN ATTAINED AND (III) ALL OTHER OUTSTANDING AWARDS (I.E., OTHER
THAN OPTIONS, UARS, PERFORMANCE UNITS AND CASH INCENTIVE AWARDS) THEN HELD BY
PARTICIPANTS THAT ARE UNEXERCISABLE, UNVESTED OR STILL SUBJECT TO RESTRICTIONS
OR FORFEITURE, SHALL AUTOMATICALLY BE DEEMED EXERCISABLE AND VESTED AND ALL
RESTRICTIONS AND FORFEITURE PROVISIONS RELATED THERETO SHALL LAPSE AS OF
IMMEDIATELY PRIOR TO SUCH CHANGE OF CONTROL.
SECTION 9.
GENERAL PROVISIONS.
(A)
NONTRANSFERABILITY.
EXCEPT AS OTHERWISE
SPECIFIED IN THE APPLICABLE AWARD AGREEMENT, DURING THE PARTICIPANT'S LIFETIME
EACH AWARD (AND ANY RIGHTS AND OBLIGATIONS THEREUNDER) SHALL BE EXERCISABLE ONLY
BY THE PARTICIPANT, OR, IF PERMISSIBLE UNDER APPLICABLE LAW, BY THE
PARTICIPANT'S LEGAL GUARDIAN OR REPRESENTATIVE, AND NO AWARD (OR ANY RIGHTS AND
OBLIGATIONS THEREUNDER) MAY BE ASSIGNED, ALIENATED, PLEDGED, ATTACHED, SOLD OR
OTHERWISE TRANSFERRED OR ENCUMBERED BY A PARTICIPANT OTHERWISE THAN BY WILL OR
BY THE LAWS OF DESCENT AND DISTRIBUTION, AND ANY SUCH PURPORTED ASSIGNMENT,
ALIENATION, PLEDGE, ATTACHMENT, SALE, TRANSFER OR ENCUMBRANCE SHALL BE VOID AND
UNENFORCEABLE AGAINST THE PARTNERSHIP OR ANY AFFILIATE; PROVIDED THAT (I) THE
DESIGNATION OF A BENEFICIARY SHALL NOT CONSTITUTE AN ASSIGNMENT, ALIENATION,
PLEDGE, ATTACHMENT, SALE, TRANSFER OR ENCUMBRANCE AND (II) THE BOARD MAY PERMIT
FURTHER TRANSFERABILITY, ON A GENERAL OR SPECIFIC BASIS, AND MAY IMPOSE
CONDITIONS AND LIMITATIONS ON ANY PERMITTED TRANSFERABILITY.
ALL TERMS AND
CONDITIONS OF THE PLAN AND ALL AWARD AGREEMENTS SHALL BE BINDING UPON ANY
PERMITTED SUCCESSORS AND ASSIGNS.
(B)
NO RIGHTS TO AWARDS.
NO PARTICIPANT OR OTHER PERSON SHALL HAVE ANY CLAIM
TO BE GRANTED ANY AWARD, AND THERE IS NO OBLIGATION FOR UNIFORMITY OF TREATMENT
OF PARTICIPANTS OR HOLDERS OR BENEFICIARIES OF AWARDS.
THE TERMS AND CONDITIONS
OF AWARDS AND THE BOARD'S DETERMINATIONS AND INTERPRETATIONS WITH RESPECT
THERETO NEED NOT BE THE SAME WITH RESPECT TO EACH PARTICIPANT AND MAY BE MADE
SELECTIVELY AMONG PARTICIPANTS, WHETHER OR NOT SUCH PARTICIPANTS ARE SIMILARLY
SITUATED.
(C)
UNIT CERTIFICATES.
ALL CERTIFICATES FOR UNITS OR OTHER SECURITIES OF THE
PARTNERSHIP OR ANY AFFILIATE 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 BOARD MAY DEEM ADVISABLE UNDER THE PLAN, THE APPLICABLE
AWARD AGREEMENT OR THE RULES, REGULATIONS AND OTHER REQUIREMENTS OF THE SEC, THE
NYSE OR ANY OTHER STOCK EXCHANGE OR QUOTATION SYSTEM UPON WHICH SUCH UNITS OR
OTHER SECURITIES ARE THEN LISTED OR REPORTED AND ANY APPLICABLE FEDERAL OR STATE
LAWS, AND THE BOARD MAY CAUSE A LEGEND OR LEGENDS TO BE PUT ON ANY SUCH
CERTIFICATES TO MAKE APPROPRIATE REFERENCE TO SUCH RESTRICTIONS.
12
(D)
WITHHOLDING.
A PARTICIPANT MAY BE REQUIRED TO PAY TO THE PARTNERSHIP OR
ANY AFFILIATE, AND THE PARTNERSHIP OR ANY AFFILIATE SHALL HAVE THE RIGHT AND IS
HEREBY AUTHORIZED TO WITHHOLD FROM ANY AWARD, FROM ANY PAYMENT DUE OR TRANSFER
MADE UNDER ANY AWARD OR UNDER THE