A UNIT BY BEQUEST OR INHERITANCE OR REASON OF THE
DEATH OF THE UNIT HOLDER; HEREINAFTER "SUCCESSOR"), IN COMPLETE SATISFACTION OF
ALL UNEXERCISED UNITS HELD BY SUCH UNIT HOLDER ON THE DATE OF SUCH TERMINATION
OF SUCH SERVICE OF THE UNIT HOLDER, AN AMOUNT DETERMINED IN THE MANNER SET FORTH
IN PARAGRAPH 2 ABOVE AS IF THE UNIT HOLDER HAD EXERCISED THE RIGHT AND OPTION TO
BE PAID FOR ALL THEN UNEXERCISED UNITS HELD BY THE UNIT HOLDER ON THE DATE OF
SUCH SERVICE TERMINATION.
SUCH PAYMENT SHALL BE MADE BY THE COMPANY TO THE UNIT
HOLDER OR THE UNIT HOLDER'S SUCCESSOR, AS THE CASE MAY BE, WITHIN 30 DAYS AFTER
THE DATE OF SUCH TERMINATION.
5.
NON-ASSIGNABILITY.
THE UNIT HOLDER
SHALL NOT TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE IN ANY MANNER THIS AGREEMENT
OR ANY OF THE RIGHTS AND PRIVILEGES GRANTED HEREBY OTHER THAN BY WILL OR BY THE
LAWS OF DESCENT AND DISTRIBUTION.
UNITS ARE EXERCISABLE DURING THE UNIT
HOLDER'S LIFETIME ONLY BY THE UNIT HOLDER.
UPON ANY ATTEMPT BY THE UNIT HOLDER
TO TRANSFER THIS AGREEMENT OR ANY RIGHT OR PRIVILEGE GRANTED HEREBY (INCLUDING
WITHOUT LIMITATION ANY UNITS) OTHER THAN BY WILL OR BY THE LAWS OF DESCENT AND
DISTRIBUTION AND CONTRARY TO THE PROVISIONS HEREOF, THIS AGREEMENT AND SAID
RIGHTS AND PRIVILEGES SHALL IMMEDIATELY BECOME NULL AND VOID.
6.
ANTI-DILUTION.
IN THE EVENT THAT THE
SHARES OF CLASS A COMMON STOCK SUBJECT TO THIS AGREEMENT SHALL BE CHANGED INTO
OR EXCHANGED FOR A DIFFERENT NUMBER OR KIND OF SHARES OF STOCK OR OTHER
SECURITIES OF THE COMPANY OR OF ANOTHER CORPORATION (WHETHER BY REASON OF
MERGER, CONSOLIDATION, RECAPITALIZATION, RECLASSIFICATION, SPLIT-UP, COMBINATION
OF SHARES, OR OTHERWISE) OR IF THE NUMBER OF SUCH SHARES OF CLASS A COMMON STOCK
SHALL BE INCREASED SOLELY THROUGH THE PAYMENT OF A STOCK DIVIDEND, THEN THERE
SHALL BE MADE AN APPROPRIATE ADJUSTMENT (A) IN THE NUMBER OF UNITS THEN COVERED
HEREBY, (B) TO THE BASE PRICE AND (C) TO THE OTHER TERMS AS MAY BE NECESSARY TO
REFLECT THE FOREGOING EVENTS.
IN THE EVENT THERE SHALL BE ANY OTHER CHANGE IN
THE NUMBER OR KIND OF THE OUTSTANDING SHARES OF STOCK OF THE COMPANY SUBJECT TO
THIS AGREEMENT OR IF A NON-RECURRING DIVIDEND OR DISTRIBUTION OF NON-CASH ASSETS
IS PAID BY THE COMPANY TO ITS CLASS A SHAREHOLDERS, THEN IF THE BOARD, IN ITS
SOLE DISCRETION, DETERMINES THAT SUCH CHANGE EQUITABLY REQUIRES AN ADJUSTMENT IN
THIS AGREEMENT, SUCH ADJUSTMENTS SHALL BE MADE IN ACCORDANCE WITH SUCH
DETERMINATION.
THE FOREGOING ADJUSTMENTS SHALL BE MADE IN A MANNER THAT WILL
CAUSE THE RELATIONSHIP BETWEEN THE AGGREGATE APPRECIATION IN A SHARE OF CLASS A
COMMON STOCK AND THE INCREASE IN VALUE OF EACH UNIT GRANTED HEREUNDER TO REMAIN
UNCHANGED AS A RESULT OF THE APPLICABLE TRANSACTION.
7.
TERMINATION UPON MERGER.
IN THE EVENT
THAT (A) THE COMPANY MERGES WITH OR INTO ANY OTHER CORPORATION, CONSOLIDATES
WITH ANY OTHER CORPORATION, OR SELLS SUBSTANTIALLY ALL OF ITS ASSETS AND
BUSINESS TO ANOTHER CORPORATION AND, IN ANY SUCH CASE,