BE
ADMINISTERED BY THE BOARD OR SUCH COMMITTEE OF THE BOARD AS MAY BE DESIGNATED BY
THE BOARD FROM TIME TO TIME.
SUBJECT TO THE TERMS OF THE PLAN AND APPLICABLE
LAW, AND IN ADDITION TO OTHER EXPRESS POWERS AND AUTHORIZATIONS CONFERRED ON THE
BOARD BY THE PLAN, THE BOARD SHALL HAVE SOLE AND PLENARY AUTHORITY TO ADMINISTER
THE PLAN, INCLUDING THE AUTHORITY TO (I) DESIGNATE PARTICIPANTS, (II) DETERMINE
THE TYPE OR TYPES OF AWARDS TO BE GRANTED TO A PARTICIPANT, (III) DETERMINE THE
NUMBER OF UNITS TO BE COVERED BY, OR WITH RESPECT TO WHICH PAYMENTS, RIGHTS OR
OTHER MATTERS ARE TO BE CALCULATED IN CONNECTION WITH, AWARDS, (IV) DETERMINE
THE TERMS AND CONDITIONS OF ANY AWARDS, (V) DETERMINE THE VESTING SCHEDULES OF
AWARDS AND, IF CERTAIN PERFORMANCE CONDITIONS MUST BE ATTAINED IN ORDER FOR AN
AWARD TO VEST OR BE SETTLED OR PAID, ESTABLISH SUCH PERFORMANCE CONDITIONS AND
CERTIFY WHETHER, AND TO WHAT EXTENT, SUCH PERFORMANCE CONDITIONS HAVE BEEN
ATTAINED, (VI) DETERMINE WHETHER, TO WHAT EXTENT AND UNDER WHAT CIRCUMSTANCES
AWARDS MAY BE SETTLED OR EXERCISED IN CASH, UNITS, OTHER SECURITIES, OTHER
AWARDS OR OTHER PROPERTY, OR CANCELED, FORFEITED OR SUSPENDED AND THE METHOD OR
METHODS BY WHICH AWARDS MAY BE SETTLED, EXERCISED, CANCELED, FORFEITED OR
SUSPENDED, (VII) DETERMINE WHETHER, TO WHAT EXTENT AND UNDER WHAT CIRCUMSTANCES
CASH, UNITS, OTHER SECURITIES, OTHER AWARDS, OTHER PROPERTY AND OTHER AMOUNTS
PAYABLE WITH RESPECT TO AN AWARD SHALL BE DEFERRED EITHER AUTOMATICALLY OR AT
THE ELECTION OF THE HOLDER THEREOF OR OF THE BOARD, (VIII) INTERPRET,
ADMINISTER, RECONCILE ANY INCONSISTENCY IN, CORRECT ANY DEFAULT IN AND SUPPLY
ANY OMISSION IN, THE PLAN AND ANY INSTRUMENT OR AGREEMENT RELATING TO, OR AWARD
MADE UNDER, THE PLAN, (IX) ESTABLISH, AMEND, SUSPEND OR WAIVE SUCH RULES AND
REGULATIONS AND APPOINT SUCH AGENTS AS IT SHALL DEEM APPROPRIATE FOR THE PROPER
ADMINISTRATION OF THE PLAN, (X) ACCELERATE THE VESTING OR EXERCISABILITY OF,
PAYMENT FOR OR LAPSE OF RESTRICTIONS ON, AWARDS, (XI) AMEND AN OUTSTANDING AWARD
OR GRANT A REPLACEMENT AWARD FOR AN AWARD PREVIOUSLY GRANTED UNDER THE PLAN IF,
IN ITS SOLE DISCRETION, THE BOARD DETERMINES THAT (A)
4
THE TAX CONSEQUENCES OF SUCH AWARD TO THE PARTNERSHIP OR THE PARTICIPANT DIFFER
FROM THOSE CONSEQUENCES THAT WERE EXPECTED TO OCCUR ON THE DATE THE AWARD WAS
GRANTED OR (B) CLARIFICATIONS OR INTERPRETATIONS OF, OR CHANGES TO, TAX LAW OR
REGULATIONS PERMIT AWARDS TO BE GRANTED THAT HAVE MORE FAVORABLE TAX
CONSEQUENCES THAN INITIALLY ANTICIPATED AND (XII) MAKE ANY OTHER DETERMINATION
AND TAKE ANY OTHER ACTION THAT THE BOARD DEEMS NECESSARY OR DESIRABLE FOR THE
ADMINISTRATION OF THE PLAN.
(B)
BOARD DECISIONS.
UNLESS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN, AND NOT
WITHSTANDING ANY DELEGATION OF ITS POWERS, AUTHORITY OR FUNCTION UNDER THE PLAN
TO A DULY DESIGNATED COMMITTEE OF THE BOARD, ALL DESIGNATIONS, DETERMINATIONS,
INTERPRETATIONS AND OTHER DECISIONS UNDER OR WITH RESPECT TO THE PLAN OR ANY
AWARD SHALL BE WITHIN THE SOLE AND PLENARY DISCRETION OF THE BOARD, MAY BE MADE
AT ANY TIME