WILL
REFER COLLECTIVELY TO THE AWARD OPP UNITS, IF ANY, ISSUED PRIOR TO SUCH
ADDITIONAL GRANT PLUS SUCH ADDITIONAL OPP UNITS. IF THE TOTAL UNIT EQUIVALENT IS
THE SAME AS THE NUMBER OF AWARD OPP UNITS PREVIOUSLY ISSUED TO THE GRANTEE
PURSUANT TO SECTION 3(A) HEREOF (INCLUDING THE YEAR ONE TOTAL UNIT EQUIVALENT
AND YEAR TWO TOTAL UNIT EQUIVALENT, IF ANY), THEN THERE WILL BE NO CHANGE TO THE
NUMBER OF AWARD OPP UNITS UNDER THIS AWARD PURSUANT TO THIS SECTION 3.
4.
TERMINATION OF GRANTEE'S SERVICE
RELATIONSHIP; VESTING; CHANGE OF CONTROL.
(A)
IF THE GRANTEE IS A PARTY TO A SERVICE
AGREEMENT AND CEASES TO BE AN EMPLOYEE OF THE COMPANY OR ITS AFFILIATES, THE
PROVISIONS OF SECTIONS 4(B), 4(C) AND 4(D) SHALL GOVERN THE TREATMENT OF THE
GRANTEE'S AWARD OPP UNITS EXCLUSIVELY, UNLESS THE SERVICE AGREEMENT CONTAINS
PROVISIONS THAT EXPRESSLY REFER TO THIS SECTION 4(A) AND PROVIDES THAT THOSE
PROVISIONS OF THE SERVICE AGREEMENT SHALL INSTEAD GOVERN THE TREATMENT OF THE
GRANTEE'S AWARD OPP UNITS. THE FOREGOING SENTENCE WILL BE DEEMED AN
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AMENDMENT TO ANY APPLICABLE SERVICE AGREEMENT TO THE EXTENT REQUIRED TO APPLY
ITS TERMS CONSISTENTLY WITH THIS SECTION 4, SUCH THAT, BY WAY OF ILLUSTRATION,
ANY PROVISIONS OF THE SERVICE AGREEMENT WITH RESPECT TO ACCELERATED VESTING OR
PAYOUT OF THE GRANTEE'S BONUS OR INCENTIVE COMPENSATION AWARDS IN THE EVENT OF
CERTAIN TYPES OF TERMINATIONS OF GRANTEE'S SERVICE RELATIONSHIP WITH THE COMPANY
(SUCH AS, FOR EXAMPLE, TERMINATION AT THE END OF THE TERM, TERMINATION WITHOUT
CAUSE BY THE EMPLOYER OR TERMINATION FOR GOOD REASON BY THE EMPLOYEE) SHALL NOT
BE INTERPRETED AS REQUIRING THAT ANY CALCULATIONS SET FORTH IN SECTION 3 HEREOF
BE PERFORMED, OR VESTING OCCUR WITH RESPECT TO THIS AWARD OTHER THAN AS
SPECIFICALLY PROVIDED IN THIS SECTION 4.
(B)
IN THE EVENT OF TERMINATION OF THE GRANTEE'S
EMPLOYMENT BY THE COMPANY WITHOUT CAUSE OR BY THE GRANTEE WITH GOOD REASON (A
"QUALIFIED TERMINATION) PRIOR TO THE VALUATION DATE THEN (I) WITH RESPECT TO THE
GRANTEE ONLY THE CALCULATIONS PROVIDED IN SECTION 3(D) HEREOF SHALL BE PERFORMED
WITH RESPECT TO THIS AWARD EFFECTIVE AS OF THE DATE OF THE QUALIFIED TERMINATION
AS IF A CHANGE OF CONTROL HAD OCCURRED (WITH RESPECT TO THE GRANTEE ONLY) ON
SUCH DATE, (II) ALL OF THE AWARD OPP UNITS THAT (A) HAVE PREVIOUSLY BECOME
NON-FORFEITABLE PURSUANT TO SECTIONS 3(B) OR 3(C) HEREOF AND/OR (B) BECOME NO
LONGER SUBJECT TO FORFEITURE AS A RESULT OF THE FOREGOING CALCULATIONS PURSUANT
TO SECTION 3(D) HEREOF SHALL AUTOMATICALLY AND IMMEDIATELY VEST, AND (III) THIS
AGREEMENT SHALL THEN AUTOMATICALLY TERMINATE AND NO FURTHER CALCULATIONS
PURSUANT TO SECTION 3 HEREOF SHALL BE PERFORMED. IN THE EVENT OF A QUALIFIED
TERMINATION ON OR AFTER THE VALUATION DATE, THEN ALL OF THE GRANTEE'S AWARD OPP
UNITS THAT HAVE CEASED TO BE SUBJECT TO FORFEITURE PURSUANT TO SECTION 3 HEREOF,
BUT REMAIN UNVESTED AS OF THE TIME OF SUCH QUALIFIED TERMINATION SHALL
AUTOMATICALLY AND IMMEDIATELY VEST. THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE
EFFECTIVE AS OF THE DATE