YEAR AN ELIGIBLE
EMPLOYEE MAY, IN ACCORDANCE WITH PROCEDURES ESTABLISHED BY THE ADMINISTRATOR IN
ITS SOLE DISCRETION, ELECT TO DEFER UP TO 50% OF HIS OR HER ANNUAL BONUS FOR
THAT PLAN YEAR TO THE PARTICIPANT'S UNIT ACCOUNT IN THE FORM OF DEFERRAL UNITS.
DEFERRAL ELECTIONS ARE EFFECTIVE ON A PLAN YEAR BASIS, AND BECOME IRREVOCABLE NO
5
LATER THAN THE DATE SPECIFIED BY THE ADMINISTRATOR BUT IN ANY EVENT BEFORE THE
BEGINNING OF THE PLAN YEAR THAT THE EMPLOYER WOULD OTHERWISE HAVE PAID THE
ANNUAL BONUS TO THE PARTICIPANT BUT FOR THE PARTICIPANT'S DEFERRAL ELECTION.
FOR THE AVOIDANCE OF DOUBT, DEFERRAL ELECTIONS GENERALLY MUST BE COMPLETED ON OR
BEFORE DECEMBER 31 OF THE PLAN YEAR PRIOR TO THE SCHEDULED PAYMENT DATE FOR THE
ANNUAL BONUS.
FOR EXAMPLE, A DEFERRAL ELECTION WITH RESPECT TO AN ANNUAL BONUS
AMOUNT PAYABLE FOR THE 2010 PLAN YEAR (OTHERWISE PAYABLE IN 2011) GENERALLY
WOULD NEED TO BE COMPLETED NO LATER THAN DECEMBER 31, 2010.
A PARTICIPANT'S
DEFERRAL ELECTION WILL BECOME EFFECTIVE ONLY IF THE FORMS REQUIRED BY THE
ADMINISTRATOR HAVE BEEN PROPERLY COMPLETED AND SIGNED BY THE PARTICIPANT, TIMELY
DELIVERED TO THE ADMINISTRATOR, AND ACCEPTED BY THE ADMINISTRATOR.
A
PARTICIPANT WHO FAILS TO FILE A DEFERRAL ELECTION BEFORE THE REQUIRED DATE WILL
BE TREATED AS HAVING ELECTED NOT TO DEFER ANY AMOUNTS FOR THE PLAN YEAR.
DEFERRALS ARE SUBJECT TO THE VESTING AND FORFEITURE CONDITIONS OF SECTIONS 5.7
AND 5.8.
5.2.
DEFERRAL LIMITS.
THE ADMINISTRATOR MAY CHANGE
THE MAXIMUM DEFERRAL PERCENTAGE AND ESTABLISH MINIMUM DEFERRAL PERCENTAGES FROM
TIME TO TIME IN ITS SOLE DISCRETION.
ANY SUCH LIMITS SHALL BE COMMUNICATED BY
THE ADMINISTRATOR PRIOR TO THE COMMENCEMENT OF ANY ELECTION PERIOD.
5.3.
DEFERRAL UNITS.
THE ADMINISTRATOR SHALL CREDIT
A PARTICIPANT'S UNIT ACCOUNT WITH DEFERRAL UNITS EQUAL TO THE PORTION OF HIS OR
HER ANNUAL BONUS THAT THE PARTICIPANT ELECTED TO DEFER.
THE NUMBER OF DEFERRAL
UNITS SHALL BE DETERMINED BY DIVIDING THE AMOUNT OF ANNUAL BONUS DEFERRED BY THE
PARTICIPANT TO HIS UNIT ACCOUNT BY THE FAIR MARKET VALUE OF A UNIT ON THE DATE
THAT THE EMPLOYER WOULD OTHERWISE HAVE PAID THE ANNUAL BONUS TO THE PARTICIPANT
BUT FOR THE PARTICIPANT'S DEFERRAL ELECTION OR SUCH OTHER DATE AS DETERMINED BY
THE ADMINISTRATOR IN ACCORDANCE WITH PROCEDURES GOVERNING GRANTS UNDER THE LTIP.
5.4.
MATCHING UNITS.
AN ELIGIBLE EMPLOYEE WHO ELECTS
TO DEFER A PORTION OF HIS OR HER ANNUAL BONUS UNDER THE PLAN SHALL BE ENTITLED
TO RECEIVE A MATCHING UNIT FOR EACH DEFERRAL UNIT THAT IS CREDITED TO A
PARTICIPANT'S UNIT ACCOUNT DURING A PLAN YEAR.
5.5.
DISTRIBUTION EQUIVALENT RIGHTS.
PARTICIPANTS
SHALL BE ENTITLED TO DISTRIBUTION EQUIVALENT RIGHTS WITH RESPECT TO THE DEFERRAL
UNITS AND MATCHING UNITS ALLOCATED TO A PARTICIPANT'S UNIT ACCOUNT AS IF EACH
SUCH DEFERRAL UNIT AND MATCHING UNIT HAD BEEN A UNIT.
EXCEPT AS OTHERWISE
DETERMINED BY THE ADMINISTRATOR, DISTRIBUTION EQUIVALENT RIGHTS SHALL BE PAID AS
SOON AS PRACTICABLE FOLLOWING THE PAYMENT OF A DISTRIBUTION BY THE PARTNERSHIP
ON ITS UNITS.
A PARTICIPANT WILL RECEIVE THE AGGREGATE AMOUNT