AS
AGENT.
FOR THE YEAR ENDED DECEMBER 31, 2006, IN ADDITION TO ANY DISCRETIONARY
BONUS AUTHORIZED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE
COMPANY, TO THE EXTENT THE AGGREGATE AMOUNT OF AVAILABLE CASH THAT IS DEEMED TO
BE OPERATING SURPLUS, EXCLUDING ANY ADDITIONAL CASH AND CASH EQUIVALENTS
RESULTING FROM WORKING CAPITAL BORROWINGS, FOR THE FOUR QUARTERS ENDING
DECEMBER 31, 2006 EXCEEDS $19,000,000, THE EXECUTIVE SHALL BE ENTITLED TO
RECEIVE A ONE-TIME CASH PAYMENT IN THE AMOUNT OF SUCH EXCESS UP TO $500,000.
SUCH PAYMENT, IF ANY, SHALL BE PAID TO THE EXECUTIVE AS SOON AS PRACTICABLE
AFTER PAYMENT OF THE MINIMUM QUARTERLY DISTRIBUTION FOR THE QUARTER ENDING
DECEMBER 31, 2006 OWED TO THE GENERAL PARTNER AND TO EACH UNITHOLDER, BUT NO
LATER THAN MARCH 31, 2007.
CAPITALIZED TERMS USED IN THIS PARAGRAPH 6(B) BUT
NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE FIRST AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS OF
OCTOBER 4, 2005 (THE "PARTNERSHIP AGREEMENT").
FOR ANY YEAR AFTER 2006, THE
EXECUTIVE SHALL BE PAID A BONUS IN SUCH AMOUNT, IF ANY, AS SHALL BE DETERMINED
BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY. THE
EXECUTIVE'S BONUS, AS DESCRIBED ABOVE IN THIS PARAGRAPH 6(B), IS HEREAFTER
REFERRED TO AS THE "BONUS".
(C)
EXPENSES.
DURING THE TERM, THE COMPANY SHALL PAY OR REIMBURSE THE
EXECUTIVE FOR ALL REASONABLE EXPENSES INCURRED BY THE EXECUTIVE ON BUSINESS
TRIPS, AND FOR ALL OTHER BUSINESS AND ENTERTAINMENT EXPENSES REASONABLY INCURRED
OR PAID BY HIM DURING THE TERM IN THE PERFORMANCE OF HIS SERVICES UNDER THIS
AGREEMENT, IN ACCORDANCE WITH PAST PRACTICE AND WITH THE COMPANY'S EXPENSE
REIMBURSEMENT POLICY AS IN EFFECT FROM TIME TO TIME UPON
3
PRESENTATION OF EXPENSE STATEMENTS OR VOUCHERS OR SUCH OTHER SUPPORTING
DOCUMENTATION AS THE COMPANY MAY REASONABLY REQUIRE.
(D)
FRINGE BENEFITS.
DURING THE TERM, THE EXECUTIVE SHALL BE ENTITLED
TO PARTICIPATE IN THE COMPANY'S HEALTH INSURANCE, PENSION, 401K AND OTHER
EMPLOYEE BENEFIT PLANS IN ACCORDANCE WITH COMPANY POLICIES AND ON THE SAME
GENERAL BASIS AS OTHER EMPLOYEES OF THE COMPANY.
DURING THE TERM, THE COMPANY
WILL ALSO PROVIDE THE EXECUTIVE WITH ADDITIONAL FRINGE BENEFITS CONSISTENT WITH
BENEFITS PROVIDED TO THE EXECUTIVE UNDER PRIOR ARRANGEMENTS AND IN ACCORDANCE
WITH PAST PRACTICE AND SUCH OTHER BENEFITS AS MAY BE APPROVED BY THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY.
(E)
VACATION.
DURING THE TERM, THE EXECUTIVE SHALL BE ELIGIBLE FOR
SIX (6) WEEKS OF PAID VACATION EACH CALENDAR YEAR IN ACCORDANCE WITH THE NORMAL
VACATION PLAN OF THE COMPANY; PROVIDED, HOWEVER, THAT FOR THE 2005 PERIOD, THE
EXECUTIVE SHALL BE ENTITLED TO THAT NUMBER OF VACATION DAYS REDUCED BY THE
NUMBER OF VACATION DAYS THAT THE EXECUTIVE HAS ALREADY USED DURING SUCH CALENDAR
YEAR AND PRIOR TO THE EFFECTIVE DATE.
7.
TERMINATION.
(A)
DEATH.
THE EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE
AUTOMATICALLY UPON HIS DEATH.
(B)
PERMANENT DISABILITY.
THE EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL
TERMINATE IF THE EXECUTIVE BECOMES PERMANENTLY