PERFORMANCE OF THE PARTNERSHIP, AS
DETERMINED IN THE SOLE DISCRETION OF THE PARTNERSHIP.
3.
NOT AN EMPLOYMENT CONTRACT.
EXECUTIVE ACKNOWLEDGES AND AGREES
THAT (A) THE PROVISIONS OF THIS AGREEMENT SHALL NOT CONSTITUTE AN EMPLOYMENT
AGREEMENT OR ARRANGEMENT BETWEEN EXECUTIVE AND THE PARTNERSHIP, (B) EXECUTIVE
SHALL REMAIN AN "AT-WILL" EMPLOYEE OF THE PARTNERSHIP, (C) EXECUTIVE'S
EMPLOYMENT WITH THE PARTNERSHIP MAY BE TERMINATED BY THE PARTNERSHIP FOR ANY
REASON OR NO REASON AT ANY TIME AND (D) NOTHING CONTAINED HEREIN SHALL CONFER
UPON EXECUTIVE ANY RIGHT TO CONTINUANCE OF EMPLOYMENT BY THE PARTNERSHIP OR ANY
OF ITS AFFILIATES.
FURTHERMORE, THE PARTIES AGREE THAT EXECUTIVE REMAINS
SUBJECT TO CHANGES IN SALARY, TRANSFER, CHANGE OF JOB ASSIGNMENT, DISCIPLINE,
DISCHARGE OR ANY OTHER CHANGE OF HIS EMPLOYMENT STATUS.
4.
NOTICE.
FOR THE PURPOSES HEREOF, NOTICES AND ALL OTHER
COMMUNICATIONS PROVIDED FOR HEREIN SHALL BE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN DULY GIVEN WHEN DELIVERED PERSONALLY OR WHEN DEPOSITED IN THE UNITED
STATES MAIL, REGISTERED OR CERTIFIED AND RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, ADDRESSED TO THE GENERAL PARTNER AT ITS PRINCIPAL EXECUTIVE OFFICES AND
TO EXECUTIVE AT HIS ADDRESS AS SHOWN ON THE RECORDS OF THE PARTNERSHIP, PROVIDED
THAT ALL NOTICES TO THE GENERAL PARTNER SHALL BE DIRECTED TO THE ATTENTION OF
THE CHIEF FINANCIAL OFFICER OF THE GENERAL PARTNER WITH A COPY TO THE VICE
PRESIDENT-FINANCE OF THE GENERAL PARTNER, EXCEPT THAT NOTICES OF CHANGE OF
ADDRESS SHALL BE EFFECTIVE ONLY UPON RECEIPT.
5.
ASSIGNMENT.
THIS AGREEMENT AND EXECUTIVE'S RIGHTS AND
OBLIGATIONS HEREUNDER, INCLUDING WITHOUT LIMITATION ANY RIGHTS EXECUTIVE MAY
HAVE TO RECEIVE A BONUS PAYMENT, SHALL NOT BE ASSIGNABLE BY EXECUTIVE AND ANY
ASSIGNMENT OR ATTEMPTED ASSIGNMENT BY EXECUTIVE OF HIS RIGHTS OR OBLIGATIONS
HEREUNDER SHALL BE NULL AND VOID AND WITHOUT EFFECT UNLESS THE PRIOR WRITTEN
CONSENT OF THE PARTNERSHIP IS OBTAINED.
6.
WITHHOLDING TAXES.
THE PARTNERSHIP WILL WITHHOLD FROM ALL
PAYMENTS TO BE PAID TO EXECUTIVE PURSUANT TO THIS AGREEMENT ALL REQUIRED TAXES
THAT, BY APPLICABLE FEDERAL, STATE, LOCAL OR OTHER LAW OF ANY APPLICABLE
JURISDICTION, THE PARTNERSHIP IS REQUIRED TO SO WITHHOLD.
7.
RIGHT OF OFFSET.
THE PARTNERSHIP SHALL BE ENTITLED TO OFFSET
AGAINST THE PAYMENT DUE EXECUTIVE HEREUNDER ANY AMOUNTS OR CLAIM WHICH THE
PARTNERSHIP MAY HAVE AGAINST EXECUTIVE.
8.
ENTIRE AGREEMENT; AMENDMENT; WAIVER.
THIS AGREEMENT CONSTITUTES
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTNERSHIP AND EXECUTIVE
WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PREVIOUS WRITTEN
OR ORAL REPRESENTATIONS, PROMISES, AGREEMENTS, UNDERSTANDINGS, OR NEGOTIATIONS
BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREOF, WHETHER
2
EXPRESSED OR IMPLIED.
NO CHANGE OR MODIFICATION TO THIS AGREEMENT SHALL BE
VALID OR BINDING UNLESS IT IS IN WRITING AND DULY EXECUTED BY BOTH PARTIES
HERETO.
NO WAIVER (WHETHER BY ACT OR COURSE OF CONDUCT OR OMISSION OR
OTHERWISE) OF ANY PROVISION OF THIS AGREEMENT SHALL BE VALID UNLESS IT IS IN
WRITING AND SIGNED BY THE PARTY TO BE CHARGED THEREBY.
NO WAIVER BY EITHER
PARTY HERETO AT ANY TIME OF ANY BREACH BY THE OTHER PARTY