AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.
(IV)
EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE
ANSWERS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OF THE EXECUTIVE
UNITS AND HAS HAD FULL ACCESS TO SUCH OTHER INFORMATION CONCERNING THE
PARTNERSHIP AS HE, SHE OR IT HAS REQUESTED.
(V)
EXECUTIVE HAS RECEIVED AND READ A COPY OF THE PARTNERSHIP
AGREEMENT.
THIS AGREEMENT, THE PARTNERSHIP AGREEMENT, THE CONTRIBUTION
AGREEMENT AND EACH OF THE OTHER AGREEMENTS CONTEMPLATED HEREBY AND THEREBY
CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF EXECUTIVE, ENFORCEABLE IN
ACCORDANCE WITH THEIR TERMS, AND THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT, THE PARTNERSHIP AGREEMENT, THE CONTRIBUTION AGREEMENT AND THE OTHER
AGREEMENTS CONTEMPLATED HEREBY AND THEREBY BY EXECUTIVE DO NOT AND WILL NOT
CONFLICT WITH, VIOLATE OR CAUSE A BREACH OF ANY AGREEMENT, CONTRACT OR
INSTRUMENT TO WHICH EXECUTIVE IS A PARTY OR ANY JUDGMENT, ORDER OR DECREE TO
WHICH EXECUTIVE IS SUBJECT OR CREATE ANY CONFLICT OF INTEREST WITH THE
PARTNERSHIP, ANY AFFILIATE THEREOF, OR ITS OR THEIR PRESENT OR FORMER CUSTOMERS.
(VI)
EXECUTIVE IS A RESIDENT OF THE STATE OF NEW JERSEY.
(C)
AS AN INDUCEMENT TO THE PARTNERSHIP TO ISSUE THE EXECUTIVE UNITS
TO EXECUTIVE, AND AS A CONDITION THERETO, EXECUTIVE ACKNOWLEDGES AND AGREES
THAT:
(I)
NEITHER THE ISSUANCE OF THE EXECUTIVE UNITS TO EXECUTIVE NOR ANY
PROVISION CONTAINED HEREIN SHALL ENTITLE EXECUTIVE TO REMAIN IN THE EMPLOYMENT
OF THE PARTNERSHIP AND ITS SUBSIDIARIES OR AFFILIATES OR AFFECT THE RIGHT OF THE
PARTNERSHIP TO TERMINATE EXECUTIVE'S EMPLOYMENT AT ANY TIME; AND
(II)
EXECUTIVE HAS READ AND UNDERSTANDS EXHIBIT A ATTACHED HERETO,
SETTING FORTH CERTAIN RISKS ASSOCIATED WITH EXECUTIVE'S ACQUISITION OF THE
EXECUTIVE UNITS.
(D)
UPON EXECUTIVE'S RECEIPT OF EXECUTIVE UNITS, EXECUTIVE WILL
EXECUTE AND DELIVER TO THE PARTNERSHIP A JOINDER AGREEMENT TO THE PARTNERSHIP
AGREEMENT IN THE FORM OF EXHIBIT B ATTACHED HERETO.
2.
Vesting of Management Units.
(A)
70% OF THE MANAGEMENT UNITS SHALL BE VESTED UPON THE DATE HEREOF.
THE REMAINING 30% OF THE MANAGEMENT UNITS WILL BECOME VESTED IN ACCORDANCE WITH
THE FOLLOWING
2
SCHEDULE, IF AS OF EACH SUCH DATE THE EXECUTIVE IS STILL EMPLOYED BY THE
PARTNERSHIP OR ANY OF ITS SUBSIDIARIES OR AFFILIATES:
Date
Percentage of Management Units to
be Vested
May 4, 2007
10
%
May 4, 2008
10
%
May 4, 2009
10
%
If Executive ceases to be employed by the Partnership or any of its Subsidiaries
or Affiliates at any time after the date hereof all vesting shall cease.
If
Executive ceases to be employed by the Partnership or any of its Subsidiaries at
or Affiliates other than on a date set forth above, then a portion of the 10%
subject to vesting on the next May 4th will vest, determined on a pro-rata basis
according to the number of days that have elapsed since the prior anniversary
date set forth in the table above immediately preceding the date of termination
of Executive's employment.
(B)
UPON THE OCCURRENCE OF A SALE OF THE PARTNERSHIP,