THE AMOUNT CREDITED TO THE NOTIONAL ACCOUNT SHALL BE REDUCED THEREBY.
4.3.
ADJUSTMENTS TO HYPOTHETICAL CAPITAL
CONTRIBUTION.
UPON PAYMENT OF ANY DISTRIBUTION EQUIVALENT PAYMENT, THE
HYPOTHETICAL CAPITAL CONTRIBUTION ASSOCIATED WITH CLASS A-2 INTERESTS ISSUED
PURSUANT TO THE RESTRICTED EQUITY UNITS SHALL BE REDUCED BY SUCH DISTRIBUTION
EQUIVALENT PAYMENT (UNTIL SUCH HYPOTHETICAL AMOUNT SHALL EQUAL ZERO, AT WHICH
POINT IT SHALL NOT BE FURTHER REDUCED).
4.4.
WITHHOLDING.
THE PARTNERSHIP AND THE COMPANY
SHALL HAVE THE RIGHT AND IS HEREBY AUTHORISED TO WITHHOLD FROM ANY DISTRIBUTION
EQUIVALENT PAYMENT THE AMOUNT OF ANY APPLICABLE WITHHOLDING TAXES IN RESPECT OF
SUCH PAYMENT AND TO TAKE SUCH ACTION AS MAY BE NECESSARY IN THE OPINION OF THE
PARTNERSHIP OR THE COMPANY TO SATISFY ALL OBLIGATIONS FOR THE PAYMENT OF SUCH
TAXES.
NOTWITHSTANDING THE FOREGOING, THE PARTNERSHIP SHALL, OR SHALL CAUSE ONE
ITS SUBSIDIARIES TO, "GROSS-UP" EXECUTIVE FOR ANY NATIONAL INSURANCE
CONTRIBUTIONS THAT WILL BE PAYABLE IN RESPECT OF THE VESTING OF RESTRICTED
EQUITY UNITS (TO THE EXTENT SUCH TAXES WOULD NOT OTHERWISE HAVE BEEN PAYABLE BY
EXECUTIVE DURING THE APPLICABLE FISCAL YEAR ABSENT SUCH VESTING).
8
SECTION 5
Non-Competition and confidentiality
5.1.
NON-COMPETITION.
(A)
FROM THE DATE HEREOF WHILE EMPLOYED BY THE
COMPANY AND FOR A TWO-YEAR PERIOD FOLLOWING THE DATE EXECUTIVE CEASES TO BE
EMPLOYED BY THE COMPANY (THE "RESTRICTED PERIOD"), IRRESPECTIVE OF THE CAUSE,
MANNER OR TIME OF ANY TERMINATION, EXECUTIVE SHALL NOT USE HIS STATUS OR FORMER
STATUS WITH ANY COMPANY OR ANY OF ITS AFFILIATES (AND IN THE CASE OF FORMER
STATUS, FOR THE DIRECT OR INDIRECT BENEFIT OF ANY COMPETITOR) TO OBTAIN LOANS,
GOODS OR SERVICES FROM ANOTHER ORGANIZATION ON TERMS THAT WOULD NOT BE AVAILABLE
TO HIM OR ANY COMPETITOR IN THE ABSENCE OF HIS RELATIONSHIP OR PRIOR
RELATIONSHIP TO THE COMPANY OR ANY OF ITS AFFILIATES.
(B)
DURING THE RESTRICTED PERIOD, EXECUTIVE
SHALL NOT MAKE ANY STATEMENTS OR PERFORM ANY ACTS INTENDED TO OR WHICH MAY HAVE
THE EFFECT OF ADVANCING THE INTEREST OF ANY COMPETITORS OF THE COMPANY OR ANY OF
ITS AFFILIATES OR IN ANY WAY INJURING THE INTERESTS OF THE COMPANY OR ANY OF ITS
AFFILIATES AND THE COMPANY AND ITS AFFILIATES SHALL NOT MAKE OR AUTHORIZE ANY
PERSON TO MAKE ANY STATEMENT THAT WOULD IN ANY WAY INJURE THE PERSONAL OR
BUSINESS REPUTATION OR INTERESTS OF EXECUTIVE; PROVIDED HOWEVER, THAT, SUBJECT
TO SECTION 5.2, NOTHING HEREIN SHALL PRECLUDE THE COMPANY AND ITS AFFILIATES OR
EXECUTIVE FROM GIVING TRUTHFUL TESTIMONY UNDER OATH IN RESPONSE TO A SUBPOENA OR
OTHER LAWFUL PROCESS OR TRUTHFUL ANSWERS IN RESPONSE TO QUESTIONS FROM A
GOVERNMENT INVESTIGATION; PROVIDED, FURTHER, HOWEVER, THAT NOTHING HEREIN SHALL
PROHIBIT THE COMPANY AND ITS AFFILIATES FROM DISCLOSING THE FACT OF ANY
TERMINATION OF EXECUTIVE'S EMPLOYMENT OR THE CIRCUMSTANCES FOR SUCH A
TERMINATION.
FOR PURPOSES OF THIS SECTION 5.1, THE TERM "COMPETITOR" MEANS ANY
ENTERPRISE OR BUSINESS THAT IS ENGAGED IN, OR HAS PLANS TO ENGAGE IN, AT ANY
TIME DURING THE RESTRICTED PERIOD, ANY ACTIVITY EITHER (X) IN WHICH THE
EXECUTIVE WAS INVOLVED AS