FEMININE GENDER, AND THE DEFINITION
OF ANY TERM HEREIN IN THE SINGULAR SHALL ALSO INCLUDE THE PLURAL.
3.
ELIGIBILITY.
(A)
ELIGIBILITY AND PLAN ENTRY DATE.
ALL EMPLOYEES SHALL BE ELIGIBLE TO
PARTICIPATE IN THE PLAN.
AN EMPLOYEE IS ELIGIBLE TO ENTER THE PLAN BEGINNING ON
THE FIRST DAY OF THE MONTH FOLLOWING 180 DAYS AFTER SUCH INDIVIDUAL'S EMPLOYMENT
COMMENCEMENT DATE.
(B)
PRIOR SERVICE CREDIT.
THE COMMITTEE, IN IT IS DISCRETION, MAY GRANT
PRIOR SERVICE CREDIT TO INDIVIDUALS THAT BECOME EMPLOYEES PURSUANT TO A
CORPORATE MERGER OR ACQUISITION.
4.
UNITS AVAILABLE UNDER THE PLAN.
(A)
LIMITS ON UNITS DELIVERABLE.
SUBJECT TO ADJUSTMENT AS PROVIDED IN
SECTION 4(C) BELOW, THE MAXIMUM NUMBER OF UNITS THAT MAY BE PURCHASED UNDER THE
PLAN IS 250,000.
(B)
SOURCES OF UNITS DELIVERABLE.
UNITS TO BE DELIVERED UNDER THE PLAN
MAY BE UNITS ACQUIRED BY THE PARTNERSHIP IN THE OPEN MARKET, UNITS ALREADY OWNED
BY THE PARTNERSHIP, AUTHORIZED BUT UNISSUED UNITS, UNITS ACQUIRED DIRECTLY FROM
ANY PERSON OR ANY COMBINATION OF THE FOREGOING.
(C)
ADJUSTMENTS.
IN THE EVENT THAT THE COMMITTEE DETERMINES THAT ANY
DISTRIBUTION (WHETHER IN THE FORM OF CASH, UNITS, OTHER SECURITIES, OR OTHER
PROPERTY), RECAPITALIZATION, SPLIT, REVERSE SPLIT, REORGANIZATION, MERGER,
CONSOLIDATION, SPLIT-UP, SPIN-OFF, COMBINATION, REPURCHASE OR EXCHANGE OF UNITS
OR OTHER SECURITIES OF THE PARTNERSHIP, ISSUANCE OF WARRANTS OR OTHER RIGHTS TO
PURCHASE UNITS OR OTHER SECURITIES OF THE PARTNERSHIP, OR OTHER SIMILAR
TRANSACTION OR EVENT AFFECTS THE UNITS SUCH THAT AN ADJUSTMENT IS DETERMINED BY
THE COMMITTEE TO BE APPROPRIATE IN ORDER TO PREVENT DILUTION OR ENLARGEMENT OF
THE BENEFITS OR POTENTIAL BENEFITS INTENDED TO BE MADE AVAILABLE UNDER THE PLAN,
THEN THE COMMITTEE SHALL, IN SUCH MANNER AS IT MAY DEEM EQUITABLE, ADJUST ANY OR
ALL OF THE MAXIMUM NUMBER AND TYPE OF UNITS (OR OTHER SECURITIES OR PROPERTY)
DELIVERABLE UNDER THE PLAN, THE MAXIMUM NUMBER AND TYPE OF UNITS (OR OTHER
SECURITIES OR PROPERTY) ACQUIRED DURING A PURCHASE PERIOD AND THE APPLICABLE
UNIT PRICE PAID THEREFOR.
THE ADJUSTMENTS DETERMINED BY THE COMMITTEE SHALL BE
FINAL, BINDING AND CONCLUSIVE.
2
5.
PURCHASE OF UNITS.
(A)
EMPLOYEE WITHHOLDING ELECTIONS.
THE COMMITTEE SHALL PROVIDE AN
EMPLOYEE WITH THE ABILITY TO PURCHASE UNITS UNDER THE PLAN UPON THE FOLLOWING
TERMS AND CONDITIONS:
(I)
EFFECTIVE AS OF THE BEGINNING OF ANY MONTH OR, IF ADMINISTRATIVELY
FEASIBLE, THE BEGINNING OF THE NEXT PAYROLL PERIOD, AN EMPLOYEE MAY ELECT TO
HAVE HIS EMPLOYER WITHHOLD FROM THE EMPLOYEE'S CASH BASE SALARY OR CASH BASE
WAGES FOR EACH FUTURE PAY PERIOD, FOR THE PURCHASE OF UNITS HEREUNDER, A
DESIGNATED WHOLE PERCENTAGE OF THE EMPLOYEE'S CASH BASE PAY OR WAGES (IN WHOLE
PERCENTAGES ONLY, NOT TO EXCEED 10%).
AN EMPLOYEE MAY CHANGE (WITHIN THE ABOVE
LIMITATIONS) OR, SUBJECT TO SECTION 5(A)(VI), STOP HIS WITHHOLDING ELECTION AT
ANY TIME; HOWEVER, ONLY TWO SUCH CHANGES MAY BE MADE DURING ANY CALENDAR YEAR.
ALL EMPLOYEE ELECTIONS AND ANY CHANGES TO AN ELECTION SHALL BE IN SUCH WRITTEN
FORM AS THE COMMITTEE OR ITS DELEGATE MAY ESTABLISH FROM TIME TO TIME.
(II)
EACH WITHHOLDING