THE DATE
OF SUCH DISTRIBUTION (SUCH PAYMENT AMOUNT, THE "VESTED DISTRIBUTION EQUIVALENT
PAYMENT"); AND
(B)
THE PARTNERSHIP SHALL CAUSE THE COMPANY TO ALLOCATE TO A NOTIONAL
ACCOUNT FOR EXECUTIVE (THE "NOTIONAL ACCOUNT") AN AMOUNT, IN RESPECT OF EACH
UNVESTED RESTRICTED EQUITY UNIT, EQUAL TO THE AMOUNT THAT WOULD HAVE BEEN
PAYABLE IN RESPECT OF THE CLASS A-2 INTEREST UNDERLYING SUCH UNVESTED RESTRICTED
EQUITY UNIT IF IT WERE ISSUED AND OUTSTANDING ON THE DATE OF SUCH DISTRIBUTION.
4.2.
ADDITIONAL PAYMENTS UPON VESTING.
ON ANY DATE THAT ANY UNVESTED
RESTRICTED EQUITY UNITS BECOME VESTED RESTRICTED EQUITY UNITS, EXECUTIVE SHALL
BE ENTITLED TO RECEIVE AN
6
AMOUNT (SUCH AMOUNT, THE "UNVESTED DISTRIBUTION EQUIVALENT PAYMENT" AND,
TOGETHER WITH THE VESTED DISTRIBUTION EQUIVALENT PAYMENT, THE "DISTRIBUTION
EQUIVALENT PAYMENT") EQUAL TO THE PRODUCT OF (X) ALL AMOUNTS THEN CREDITED TO
EXECUTIVE'S NOTIONAL ACCOUNT MULTIPLIED BY (Y) A FRACTION, THE NUMERATOR OF
WHICH SHALL BE THE NUMBER OF RESTRICTED EQUITY UNITS THAT BECAME VESTED
RESTRICTED EQUITY UNITS ON SUCH DATE AND DENOMINATOR OF WHICH SHALL BE THE TOTAL
NUMBER OF UNVESTED RESTRICTED EQUITY UNITS IMMEDIATELY PRIOR TO SUCH DATE.
UPON
PAYMENT OF ANY UNVESTED DISTRIBUTION EQUIVALENT PAYMENT, THE AMOUNT CREDITED TO
THE NOTIONAL ACCOUNT SHALL BE REDUCED THEREBY.
4.3.
ADJUSTMENTS TO HYPOTHETICAL CAPITAL CONTRIBUTION.
UPON PAYMENT OF
ANY DISTRIBUTION EQUIVALENT PAYMENT, THE HYPOTHETICAL CAPITAL CONTRIBUTION
ASSOCIATED WITH CLASS A-2 INTERESTS ISSUED PURSUANT TO THE RESTRICTED EQUITY
UNITS SHALL BE REDUCED BY SUCH DISTRIBUTION EQUIVALENT PAYMENT (UNTIL SUCH
HYPOTHETICAL AMOUNT SHALL EQUAL ZERO, AT WHICH POINT IT SHALL NOT BE FURTHER
REDUCED).
4.4.
WITHHOLDING.
THE PARTNERSHIP AND THE COMPANY SHALL HAVE THE RIGHT
AND IS HEREBY AUTHORIZED TO WITHHOLD FROM ANY DISTRIBUTION EQUIVALENT PAYMENT
THE AMOUNT OF ANY APPLICABLE WITHHOLDING TAXES IN RESPECT OF SUCH PAYMENT AND TO
TAKE SUCH ACTION AS MAY BE NECESSARY IN THE OPINION OF THE PARTNERSHIP OR THE
COMPANY TO SATISFY ALL OBLIGATIONS FOR THE PAYMENT OF SUCH TAXES.
NOTWITHSTANDING THE FOREGOING, THE PARTNERSHIP SHALL, OR SHALL CAUSE ONE ITS
SUBSIDIARIES TO, "GROSS-UP" EXECUTIVE FOR ANY FICA/MEDICARE WITHHOLDING TAXES
THAT WILL BE PAYABLE IN RESPECT OF THE VESTING OF RESTRICTED EQUITY UNITS (TO
THE EXTENT SUCH TAXES WOULD NOT OTHERWISE HAVE BEEN PAYABLE BY EXECUTIVE DURING
THE APPLICABLE FISCAL YEAR ABSENT SUCH VESTING).
SECTION 5
NON-COMPETITION AND CONFIDENTIALITY
5.1.
NON-COMPETITION.
(A)
FROM THE DATE HEREOF WHILE EMPLOYED BY THE COMPANY AND FOR A
TWO-YEAR PERIOD FOLLOWING THE DATE EXECUTIVE CEASES TO BE EMPLOYED BY THE
COMPANY (THE "RESTRICTED PERIOD"), IRRESPECTIVE OF THE CAUSE, MANNER OR TIME OF
ANY TERMINATION, EXECUTIVE SHALL NOT USE HIS STATUS WITH ANY COMPANY OR ANY OF
ITS AFFILIATES TO OBTAIN LOANS, GOODS OR SERVICES FROM ANOTHER ORGANIZATION ON
TERMS THAT WOULD NOT BE AVAILABLE TO HIM IN THE ABSENCE OF HIS RELATIONSHIP TO
THE COMPANY OR ANY OF ITS AFFILIATES.
(B)
DURING THE RESTRICTED PERIOD, EXECUTIVE SHALL NOT MAKE ANY
STATEMENTS OR PERFORM ANY ACTS INTENDED TO OR WHICH MAY HAVE THE EFFECT OF
ADVANCING THE INTEREST OF ANY COMPETITORS OF THE COMPANY OR ANY OF ITS