OF LIMITED PARTNERSHIP OF THE PARTNERSHIP FILED
WITH THE SECRETARY OF STATE OF DELAWARE, AS AMENDED OR RESTATED, AND THE
PARTNERSHIP AGREEMENT TO THE SAME EXTENT AS IF EXECUTIVE HAD EXECUTED THE
PARTNERSHIP AGREEMENT AND (B) AGREES THAT THE GRANTED UNITS SHALL BE BOUND BY
THE TERMS AND CONDITIONS OF SUCH AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE
TRANSFER RESTRICTIONS, IF ANY, SET FORTH THEREIN, PROVIDED HOWEVER, THAT IN THE
EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF SUCH AGREEMENT AND THE
PROVISIONS OF THIS AGREEMENT, THE PROVISIONS OF THIS AGREEMENT SHALL GOVERN.
3.2
COMPANY ACTS.
SUBJECT TO THE ANTI-DILUTION
PROVISIONS SET FORTH IN SECTION 3.5, THE EXISTENCE OF THE RESTRICTED UNITS,
EARNED UNITS OR VESTED UNITS SHALL NOT AFFECT IN ANY WAY THE RIGHT OR POWER OF
THE BOARD OR THE HOLDERS OF CLASS A UNITS TO MAKE OR AUTHORIZE ANY ADJUSTMENT,
RECAPITALIZATION, REORGANIZATION OR OTHER CHANGE IN THE PARTNERSHIP'S CAPITAL
STRUCTURE OR ITS BUSINESS, ANY MERGER, CONSOLIDATION, EQUITY EXCHANGE OR OTHER
BUSINESS COMBINATION OF THE PARTNERSHIP WITH OR INTO ANY OTHER ENTITY (AND,
WHERE NECESSARY OR APPROPRIATE (AS DETERMINED BY THE BOARD IN GOOD FAITH), THE
CONVERSION OR EXCHANGE OF CLASS A UNITS AND CLASS B UNITS INTO OTHER SECURITIES
OR INTERESTS IN THE PARTNERSHIP OR ANY OTHER ENTITY IN CONNECTION THEREWITH,
PROVIDED THAT THE RELATIVE ECONOMIC RIGHTS AND PREFERENCES OF THE CLASS A UNITS
AND THE CLASS B UNITS ARE AFFECTED PROPORTIONATELY, TAKING INTO ACCOUNT THEIR
CURRENT TERMS), ANY ISSUE OF DEBT OR EQUITY SECURITIES, THE DISSOLUTION OR
LIQUIDATION OF THE PARTNERSHIP OR ANY SALE, LEASE, EXCHANGE OR OTHER DISPOSITION
OF ALL OR ANY PART OF ITS ASSETS OR BUSINESS OR ANY OTHER ACT OR PROCEEDING.
10
3.3
TRANSFER RESTRICTIONS; CALL OPTIONS.
THE
RESTRICTED UNITS AND EARNED UNITS SHALL BE SUBJECT TO THE TRANSFER RESTRICTIONS,
CALL OPTIONS AND OTHER TERMS AND CONDITIONS SET FORTH OR DESCRIBED IN EXHIBIT A
ATTACHED HERETO, AS APPLICABLE.
VESTED UNITS SHALL BE SUBJECT ONLY TO THE
PROVISIONS OF SECTIONS 1, 3 AND 4 OF EXHIBIT A.
EXECUTIVE AGREES THAT EXECUTIVE
WILL, AT ANY TIME AND FROM TIME TO TIME AS REQUESTED BY THE PARTNERSHIP, EXECUTE
AND DELIVER TO THE PARTNERSHIP SUCH OTHER DOCUMENTS AND INSTRUMENTS, IF ANY, AS
THE BOARD, IN ITS DISCRETION, MAY REQUIRE TO EVIDENCE EXECUTIVE'S AGREEMENT TO
BE BOUND BY THE TERMS OF EXHIBIT A.
THE TERMS AND CONDITIONS OF EXHIBIT A SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
THE RESTRICTIONS SET FORTH IN
EXHIBIT A SHALL NOT APPLY TO THE TRANSFER OF RESTRICTED UNITS OR EARNED UNITS
PURSUANT TO A PLAN OF REORGANIZATION OF THE PARTNERSHIP, BUT THE CLASS A UNITS,
SECURITIES OR OTHER PROPERTY RECEIVED IN EXCHANGE THEREFOR SHALL ALSO BECOME
SUBJECT TO THE TRANSFER RESTRICTIONS, CALL OPTIONS AND SURRENDER OBLIGATION TO
THE SAME EXTENT AS THE RESTRICTED UNITS, EARNED UNITS AND VESTED UNITS EXCHANGED
THEREFOR AND THE CERTIFICATES, IF ANY, REPRESENTING SUCH CLASS A UNITS,
SECURITIES OR OTHER PROPERTY SHALL BE LEGENDED TO SHOW SUCH RESTRICTIONS.
3.4
Tax Withholding; §83(b) Election.
(a)
To the extent