THE RESTRICTED EQUITY UNITS AND/OR CLASS A-2 INTERESTS OR
THIS AGREEMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE SHALL BE
SOLELY RESPONSIBLE FOR ANY TAXES ON THE RESTRICTED EQUITY UNITS AND SHALL HOLD
THE COMPANY, ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM ANY LIABILITY
ARISING FROM ANY TAXES INCURRED BY EXECUTIVE IN CONNECTION WITH THE RESTRICTED
EQUITY UNITS.
6.2.
LEGAL ENTITLEMENT.
(A)
THE PLAN SHALL NOT FORM PART OF EXECUTIVE'S EMPLOYMENT CONTRACT.
THE RIGHTS AND OBLIGATIONS OF EXECUTIVE UNDER THE TERMS AND CONDITIONS OF HIS
OFFICE OR EMPLOYMENT WITH THE COMPANY ARE NOT AFFECTED BY HIS PARTICIPATION IN
THE PLAN OR ANY RIGHT HE MAY HAVE TO PARTICIPATE IN THE PLAN AND NOTHING IN THE
PLAN, OR IN ANY INSTRUMENT EXECUTED PURSUANT TO IT, SHALL CONFER ON ANY PERSON
ANY RIGHT TO CONTINUE IN OFFICE OR EMPLOYMENT. ANY PERSON WHO CEASES TO BE AN
OFFICER OR EMPLOYEE WITH THE COMPANY AS A RESULT OF THE TERMINATION OF HIS
EMPLOYMENT FOR ANY REASON AND HOWEVER THE TERMINATION OCCURS, WHETHER LAWFULLY
OR OTHERWISE, SHALL NOT BE ENTITLED AND SHALL BE DEEMED IRREVOCABLY TO HAVE
WAIVED ANY ENTITLEMENT BY WAY OF DAMAGES FOR DISMISSAL OR BY WAY OF COMPENSATION
FOR LOSS OF OFFICE OR EMPLOYMENT OR OTHERWISE TO ANY SUM, DAMAGES OR OTHER
BENEFITS TO COMPENSATE THAT PERSON FOR THE LOSS OR ALTERATION OF ANY RIGHTS,
BENEFITS OR EXPECTATIONS IN RELATION TO ANY GRANT OF RESTRICTED EQUITY UNITS,
THE PLAN OR ANY INSTRUMENT EXECUTED PURSUANT TO IT.
(B)
NOTHING IN THE PLAN SHALL BE DEEMED TO GIVE (I) ANY EXECUTIVE ANY
RIGHT TO PARTICIPATE IN THE PLAN OR (II) ANY EXECUTIVE ANY RIGHT TO RECEIVE
FURTHER GRANTS OF RESTRICTED EQUITY UNITS UNDER THE PLAN.
6.3.
EMPLOYMENT OF EXECUTIVE.
EXECUTIVE ACKNOWLEDGES THAT HE IS
EMPLOYED BY THE PARTNERSHIP OR ITS AFFILIATES SUBJECT TO THE TERMS OF HIS
EMPLOYMENT AGREEMENT WITH THE PARTNERSHIP (IF ANY).
ANY CHANGE OF EXECUTIVE'S
DUTIES AS AN EMPLOYEE OF THE COMPANY SHALL NOT RESULT IN A MODIFICATION OF THE
TERMS OF THIS AGREEMENT.
6.4.
EQUITABLE ADJUSTMENTS.
NOTWITHSTANDING ANY OTHER PROVISIONS IN
THIS AGREEMENT, THE PARTNERSHIP AGREEMENT OR THE PLAN TO THE CONTRARY, IN THE
EVENT OF ANY CHANGE IN THE OUTSTANDING INTERESTS AFTER THE DATE HEREOF BY REASON
OF ANY EQUITY DIVIDEND OR SPLIT, REORGANIZATION, RECAPITALIZATION, MERGER,
CONSOLIDATION, SPIN-OFF, COMBINATION, COMBINATION OR
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TRANSACTION OR EXCHANGE OF INTERESTS OR OTHER CORPORATE EXCHANGE, OR ANY
DISTRIBUTION TO PARTNERS OF EQUITY OR CASH (OTHER THAN REGULAR CASH
DISTRIBUTIONS) OR ANY TRANSACTION SIMILAR TO THE FOREGOING (REGARDLESS OF
WHETHER OUTSTANDING INTERESTS ARE CHANGED) (COLLECTIVELY, "ADJUSTMENT EVENTS"),
THE GENERAL PARTNER IN ITS SOLE DISCRETION AND WITHOUT LIABILITY TO ANY PERSON
SHALL MAKE SUCH SUBSTITUTION OR ADJUSTMENT, IF ANY, AS IT DEEMS TO BE EQUITABLE
(TAKING INTO CONSIDERATION SUCH MATTERS, WITHOUT LIMITATION, AS RELATIVE VALUE
OF EACH CLASS OF INTERESTS AND THE RESTRICTED EQUITY UNITS, STATUS OF VESTING
AND THE NATURE OF THE ADJUSTMENT EVENT AND ITS IMPACT ON THE INTERESTS AND THE
RESTRICTED EQUITY UNITS) TO THE MANAGEMENT LIMITED PARTNERS AS A GROUP, AS