Exhibit 10.11
CONFORMED COPY
BUCKEYE PARTNERS, L.P.
UNIT OPTION AND DISTRIBUTION EQUIVALENT PLAN
Amended and Restated
as of April 24, 2002
UNIT OPTION AND DISTRIBUTION EQUIVALENT PLAN
1. Purpose
The Unit Option and Distribution Equivalent Plan (the "Plan")
of Buckeye Partners, L.P., a Delaware limited partnership (the
"Partnership"), is designed to assist the Partnership, Buckeye
Pipe Line Company, the Partnership's general partner (the
"General Partner"), and Affiliates of the Partnership and the
General Partner in attracting and retaining employees of
outstanding competence and to enable selected officers and key
employees of the Partnership, the General Partner and Affiliates
to acquire or increase ownership interests in the Partnership on
a basis that will encourage them to perform at increasing levels
of effectiveness and to use their best efforts to promote the
growth and profitability of the Partnership. Consistent with
these objectives, the Plan authorizes the granting of options
(the "Options") to acquire limited partnership interests in the
Partnership represented by units (the "Units") to selected
officers and key employees (the "Optionees") pursuant to the
terms and conditions hereinafter set forth. As used herein, the
terms "Affiliate" and "Affiliates" refer to any domestic or
foreign corporation, partnership, limited liability company or
other entity that directly or indirectly controls, is controlled
by or is under common control with either the Partnership or the
General Partner. For purposes of this Plan, Buckeye Pipe Line
Services Company shall be considered an Affiliate of the General
Partner.
2. Effective Date of the Plan.
Effective Date; Unitholder Approval. The Plan became
effective April 25, 1991 (the "Effective Date") and was approved
on October 22, 1991, at a special meeting of the holders of Units
(the "Unitholders") by a majority of the Unitholders then
entitled to vote in person or by proxy at such meeting.
3. Administration.
(a) Administration by Committee. The Plan shall be
administered by either the Board of Directors of the General
Partner (the "Board"), or a committee of the Board consisting of
at least two (2) members of the Board (the "Committee"), provided
that no member of the Board, if the Board is then administering
the Plan, or member of the Committee, if the Committee is then
administering the Plan, within the one (1) year period preceding
the later of the Effective Date or such member's appointment to
the Board or the Committee, received an Option under the Plan or
an option or similar award under any other Partnership plan or
plan of an affiliate (as such term is defined in Rule 405 under
the Securities Act of 1933, as amended), of the Partnership where
any such award was made on a discretionary basis. Any member of
the Board or Committee administering the Plan who does not
satisfy the foregoing requirement shall not serve in any capacity
in administering the Plan until one year has elapsed from the
date such option or award was granted. For purposes of the Plan,
the term "Committee," as used hereinafter, shall refer to the
Board if the Board has not appointed the Committee to administer
the Plan. The Committee shall have and exercise all of the
powers and authority granted to it by the provisions of the Plan.
Members of the Committee shall serve, and may be removed, at the
pleasure of the Board.
(b) Quorum. For purposes of administration of the Plan, a
majority of the members of the Committee eligible to serve as
such shall constitute a quorum, and any action taken by a
majority of the members of the Committee present at any meeting
at which a quorum is present, or acts approved in writing by a
majority of such members of the Committee, shall be the acts of
the Committee.
(c) Committee Power. Subject to the express provisions of
the Plan, the Committee shall have full authority (i) to decide
when Options will be granted under the Plan, (ii) to select
Optionees under the Plan, (iii) to determine which Optionees may
be entitled to the benefits of the General Partner's Unit Option
Loan Program adopted as of the Effective Date (the "Loan
Program"), and (iv) to determine the number of Units to be
covered by each Option, the price at which such Units may be
purchased and any other terms and conditions of such Option,
including the applicability of the Distribution Equivalent
feature described in Section 7. The Board or the Committee may,
by resolution, authorize one or more officers of the General
Partner to do one or both of the following: (1) designate the
Optionees, and (2) determine the number of Options to be received
by such Optionees; provided, however, that the resolution so
authorizing such officer or officers shall specify the total
number of Options such officer or officers may so award. The
Board or the Committee may not authorize an officer to designate
himself or herself as a recipient of any such Options.
(d) Plan Interpretation. Subject to the express provisions of
the Plan, the Committee shall have full authority to interpret
the Plan and any option agreements evidencing Options granted
hereunder (the "Option Agreements"), to issue rules for
administering the Plan, to change, alter, amend or rescind such
rules, and to make all other determinations necessary or
appropriate for the administration of the Plan. All
determinations, interpretations and constructions made by the
Committee pursuant to this Section 3 shall be final and
conclusive. No member of the Committee shall be liable for any
action, determination or omission taken or made in good faith
with respect to the Plan or any Option granted hereunder.
4. Units Subject to Options.
(a) Number, Source and Use of Units. The equity securities to
be subject to Options granted under the Plan shall be limited
partnership interests in the Partnership represented by Units.
The aggregate number of Units which may be issued under Options
granted pursuant to the Plan shall not exceed 720,000 (giving
effect to the Unit split effective in January 1998), subject to
further adjustment as provided in Sections 4(b) and 8(b) of the
Plan. If an Option, or any portion thereof, expires, terminates
or is surrendered or canceled for any reason (including pursuant
to a cancellation and new grant of Options pursuant to
Section 10) without the full number of Units being issued to the
Optionee, the Units subject to such expired, terminated,
surrendered or canceled portion of the Option shall be available
for subsequent Option grants under this Plan. Units which are
the subject of Options may be previously issued and outstanding
Units reacquired by the Partnership or certain of its Affiliates
and held in treasury, or may be authorized but unissued Units, or
may be partly of each.
(b) Adjustment Provisions. In the event that (i) any change
is made to the Units issuable under the Plan pursuant to
Section 8 or otherwise, or (ii) the Partnership makes any
distribution of cash, Units, assets or other property to
Unitholders which result from the sale or disposition of a major
asset or separate operating division of the Partnership or any
other extraordinary event and, in the judgment of the Committee,
such change or distribution would significantly dilute the rights
of Optionees hereunder then, subject to the provisions of
Section 8 of the Plan, the Committee may make appropriate
adjustments in the maximum number of Units issuable under the
Plan to reflect the effect of such change or distribution upon
the Partnership's capital structure, and may make appropriate
adjustments to the number of Units and the purchase price subject
to each outstanding Option. The adjustments determined by the
Committee shall be final, binding and conclusive.
(c) Further Authorization of Units; Conditional Option Grants.
Options may be granted under this Plan with respect to Units in
excess of the number specified in Section 4(a) hereof, provided
that (i) an amendment to increase such maximum number of Units is
adopted by the Committee prior to the initial grant of any such
Options and such amendment, if material in amount, is thereafter
submitted and approved by a majority of the Unitholders, and (ii)
each Option so granted is not to become exercisable, in whole or
in part, at any time prior to obtaining required approval.
5. Eligibility
The persons who shall be eligible to receive Options pursuant
to the Plan shall be such officers and key employees of the
Partnership, the General Partner, or any Affiliate who can make a
meaningful contribution to the Partnership's success, as
determined by the Committee from time to time. Effective July
14, 1998, the following individuals shall not be eligible to
receive further grants of Options under the Plan, nor shall they
receive material increases in benefits with respect to previously
granted Options as a result of Plan amendments that become
effective that date: (1) a member of the Board of Directors; (2)
an officer of the General Partner; or (3) a person determined by
resolution to be an "insider" of the Partnership, General Partner
or any Affiliate.
6. Options.
(a) Grant of Options. Subject to the provisions of Section 4,
Options may be granted at any time and from time to time as may
be determined by the Committee. The Committee shall have
complete discretion in determining the number of Options granted
and the number of Units subject to such Options. The grant of
Options under the Plan shall in no way affect the Partnership's
or the General Partner's right to adjust, reclassify, reorganize
or otherwise change the Partnership's capital or business
structure, nor shall the grant of any Option affect the
Partnership's or the General Partner's right to merge,
consolidate, dissolve, liquidate or sell or transfer any part of
the Partnership's business or assets.
(b) Nature of Options. Options granted pursuant to the Plan
shall be authorized by the Committee and shall be non-statutory
options which are not intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
(c) Terms and Conditions of Options. Each Option granted
pursuant to the Plan shall be evidenced by an Option Agreement
between the Partnership and the Optionee in such form or forms as
the Committee, from time to time, shall prescribe, which
agreements need not be identical to each other but shall comply,
inter alia, with and be subject to the terms and conditions of
this Section 6(c). In addition, the Committee may, in its
absolute discretion, include in any Option Agreement other terms,
conditions and provisions that are not inconsistent with the
express provisions of the Plan.
(i) Option Price. The price at which each Unit may be
purchased pursuant to an Option granted under the Plan shall be
not less than 100% of the higher of the "fair market value" for
each such Unit (A) on the date the Committee approves the grant
of such Option (the "Date of Grant"), or (B) on a future date if
such is fixed on the Date of Grant by the Committee. The "fair
market value" of the Units on any date shall be the mean between
the high and the low prices of the Units on such date on the New
York Stock Exchange (or the principal market in which the Units
are traded, if the Units are not listed on that Exchange on such
date), or if the Units were not traded on such date, the mean
between the high and the low prices of the Units on the next
preceding trading day during which the Units were traded.
Anything contained in this subsection (i) to the contrary
notwithstanding, in the event that the number of Units subject to
any Option is adjusted pursuant to 4(b) or 8(b) hereof, a
corresponding adjustment shall be made in the price at which the
Units subject to such Option may be purchased thereafter.
(ii) Duration of Options. An Option (or portion
thereof) granted under the Plan shall expire and all rights to
purchase Units pursuant to the Option (or portion thereof) shall
cease at the end of the day which is seven years following the
date such Option (or portion thereof) became exercisable for the
first time, or such lesser period as may be prescribed by the
Committee and specified in the Option Agreement (the "Expiration
Date").
(iii) Vesting of Options. The Units subject to each
option granted hereunder may only be purchased to the extent that
the Optionee is vested in such Option. An Optionee shall vest
separately in each Option granted hereunder in accordance with a
schedule determined by the Committee in its sole discretion,
which will be appended to the Option Agreement. In the absence
of any special circumstances, including the circumstances
described in Sections 8 and 13 of the Plan or the terms of any
vesting schedule contained in any Option Agreement which differ
from the schedule below, the Committee will cause the Options to
vest in accordance with the following schedule:
Number of anniversaries the Optionee has
remained in the employ of the Partnership,
the General Partner or any Affiliate Extent to which the Optionee
following the Date of the Grant is Vested
Under three............................................. 0%
Three or more..........................................100%
At the time an Option (or portion thereof) becomes vested in
accordance with the foregoing schedule, the Option (or such
portion) shall remain exercisable for a period of seven (7) years
following the date the Option (or such portion) became vested.
Anything contained in this subsection (iii) to the contrary
notwithstanding, an Optionee shall become fully (100%) vested in
each of his or her Options upon (A) his or her termination of
employment with the Partnership, the General Partner or an
Affiliate for reasons of death, Disability or Retirement (as such
terms are defined in Section 13); (B) his or her termination of
employment by the Partnership, the General Partner or an
Affiliate within one year after the merger of the Partnership
into, consolidation of the Partnership with, or sale or transfer
of all or substantially all the Partnership's assets to, another
entity, or within one year after the acquisition of effective
voting control of the Partnership by any individual or entity or
by any individuals or entities acting in concert (a good faith
determination by the Committee that such control has been
acquired shall be final and conclusive), in any such case for a
reason other than discharge for cause; (C) a determination by the
Committee in its sole discretion that acceleration of the Option
vesting schedule would be desirable for the Partnership; or (D)
such Options becoming vested pursuant to Section 8 of the Plan.
(iv)Unit Retention Requirement. The Committee may
require, as a term of an Option Agreement, that the Optionee
accumulate and retain a minimum number of Units, as specified by
the Committee in its discretion ("Unit Retention Requirement").
The Committee shall permit an Optionee to satisfy the Unit
Retention Requirement over a prescribed period of at least five
years. An Optionee who fails to comply with the Unit Retention
Requirement after expiration of the prescribed period shall not
be eligible to receive further grants of Options under the Plan.
(d) Purchase of Units Pursuant to Options. An Optionee may
purchase Units subject to the vested portion of an Option in
whole at any time, or in part from time to time, by delivering to
the Secretary of the General Partner written notice specifying
the number of Units with respect to which the Option is being
exercised, together with payment in full of the purchase price of
such Units plus any applicable federal, state or local taxes for
which the Partnership, the General Partner or any Affiliate has a
withholding obligation in connection with such purchase. Such
payment shall be payable to the Partnership in full (i) in cash,
(ii) with the proceeds of a promissory note payable by the
Optionee to the General Partner, but only in accordance with the
provisions of, and from a person otherwise eligible under, the
Loan Program, or any successor program as in effect from time to
time, (A) in a principal amount of up to 95% of the payment due
upon the purchase of Units subject to the Option, or such
applicable lower percentage as may be specified by the Committee
pursuant to the Loan Program, and (B) bearing interest at a rate
not less than the applicable federal rate prescribed by
Section 1274 of the Code, or any successor provision, or such
higher rate as may be specified by the Committee pursuant to the
Loan Program, and (iii) through any combination of (i) and (ii)
above. During the lifetime of the Optionee, the Option shall be
exercised only by the Optionee and shall not be assignable or
transferable by the Optionee other than (1) by will, (2) by the
laws of descent and distribution, (3) pursuant to the terms of
the Plan, or (4) pursuant to the terms of a qualified domestic
relations order.
(e) Unitholder Rights. An Optionee shall have none of the
rights of a Unitholder with respect to any Units issuable
pursuant to an Option under the Plan until such Optionee shall
have been issued such Units upon the exercise or partial exercise
of such Option.
(f) Compliance with Rule 16b-3. The Committee may impose such
conditions on the exercise of an Option as may be necessary to
satisfy the requirements of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), or any other
comparable provisions in effect at the time.
7. Distribution Equivalents.
(a) Distribution Equivalents. The Committee may grant, in its
discretion and subject to such conditions, if any, as it shall
determine, certain Options with a feature which would allow
Optionees to accumulate accrued credit balances as adjusted in
subsection (c) (the "Distribution Equivalents"). Only those
Options which have been specifically awarded with Distribution
Equivalents, as evidenced by the terms of the Option Agreement
relating to such Option, shall be deemed to have the Distribution
Equivalent feature. The Partnership shall maintain records with
respect to each Option granted to an Optionee with Distribution
Equivalents, calculated in accordance with subsection (b) (the
"Distribution Equivalent Account").
(b) Calculation of Distribution Equivalents. From the date an
Option is granted with a Distribution Equivalent feature until
the earlier of (i) the date in which the Option (or portion
thereof) becomes exercisable in accordance with Section 6(c) or
8, or (ii) the date of the Optionee's termination of employment
for any reason including death, Disability or Retirement, as such
terms are defined as in Section 13, the Partnership shall record
in each Distribution Equivalent Account on the date of each
regular quarterly Partnership distribution, an amount equal to
(x) the Partnership's per Unit regular quarterly distribution as
declared from time to time by the Board, multiplied by (y) the
number of Units subject to such Option that have not vested. No
interest shall be payable or credited to the balance in any
Distribution Equivalent Account. Any special per Unit
distributions declared by the Board may be credited to the
Distribution Equivalent Accounts only upon specific Committee
approval.
(c) Use of Distribution Equivalents. As a term of an Option
Agreement, the Committee may condition the Optionee's receipt of
the Distribution Equivalent Account value upon the achievement of
such corporate performance goals as the Committee may establish
in its discretion. At the end of the period described in
subsection (b), the Committee shall (i) adjust the accumulated
Distribution Equivalents to reflect the achievement of such
performance goals and (ii) distribute to each Optionee any
Distribution Equivalents, as adjusted, in cash.
8. Adjustments Upon Extraordinary Transactions or Changes in
Partnership Control.
(a) Extraordinary Transaction. In the event one or more of
the following transactions (an "Extraordinary Transaction"):
(1) the Unitholders approve a merger or consolidation of
the Partnership with any other entity, other than a merger or
consolidation which would result in the Unitholders retaining at
least 75% of the total equity interest of the surviving entity,
as represented by the percentage of Units or equity securities of
the Partnership or such surviving entity held by the Unitholders
immediately after such merger or consolidation;
(2) a plan of complete dissolution of the Partnership is
adopted or the Unitholders approve an agreement for the sale or
disposition by the Partnership (in one transaction or a series of
transactions) of all or substantially all the Partnership's
assets; or
(3) the General Partner is removed, or any person or
entity except one or more of the stockholders, as of the date
hereof, of Glenmoor, Ltd. ("Glenmoor") or any employee benefit
plan of the General Partner (or of any Affiliate or any person or
entity organized, appointed or established by the General Partner
for or pursuant to the terms of any such employee benefit plan),
together with all Affiliates of such person or entity, becomes,
directly or indirectly, the beneficial owner, or the holder of
proxies, in the aggregate of 51% or more of the general
partnership interests of the Partnership,
then (i) each Option at the time outstanding under the Plan and
not then otherwise fully exercisable shall, during the ten (10)
business day period immediately prior to the specified effective
date for the Extraordinary Transaction, become fully exercisable
for up to the total number of Units purchasable or issuable
thereunder and may be exercised for all or any portion of the
Units for which the Option is so accelerated, (ii) all Units
issuable upon the exercise of Options under this Section 8(a) of
the Plan shall be delivered to the Optionee immediately prior to
the specified effective date for the Extraordinary Transaction,
and (iii) all accumulated Distribution Equivalents, without
adjustment pursuant to Section 7(c), shall be paid to the
Optionee in cash. Notwithstanding the foregoing, if the
Extraordinary Transaction is abandoned, (A) any Units not
purchased upon exercise of such Option shall continue to be
available for purchase in accordance with the other provisions of
the Plan, and (B) to the extent that any Option not exercised
prior to such amendment shall have vested solely by operation of
this Section 8, such vesting shall be deemed annulled, and the
vesting schedule set forth in Section 6(c), or in the Option
Agreement if different from the vesting schedule in Section 6(c),
shall be reinstituted as of the date of such abandonment.
In no event shall any such acceleration in connection with an
Extraordinary Transaction occur if the terms of the agreement
governing the Extraordinary Transaction require, as a condition
to consummation, that the outstanding Options shall either be
assumed by the successor entity, or its Affiliate, or be replaced
with a comparable option or right to purchase or receive
securities of the successor entity or Affiliate. The
determination of such comparability shall be made by the
Committee, and its determination shall be final, binding and
conclusive. Upon consummation of an Extraordinary Transaction,
all outstanding Options under the Plan shall, to the extent not
previously exercised or assumed by the successor entity or its
Affiliate, terminate.
Notwithstanding the above, in the event of any Extraordinary
Transaction, the Committee shall have the discretion to cancel
outstanding Options in whole or in part, subject to such
conditions as the Committee may determine, upon payment to
Optionees with respect to each Option then exercisable an amount
in cash equal to the difference between (i) the fair market value
(at the effective date of such Extraordinary Transaction) of the
consideration the Optionee would have received in the
Extraordinary Transaction if the Option had been exercised
immediately prior to the effective date of such Extraordinary
Transaction and (ii) the aggregate exercise price of such Option.
(b) If any change is made to the Units issuable under the Plan
by reason of an Extraordinary Transaction that does not result in
the termination of all outstanding Options, the Committee may
adjust the maximum number of Units issuable under the Plan, the
number of Units subject to Options, and the Option price of any
outstanding Options.
9. Valuation.
For purposes of the Plan, the term "fair market value," when
used in connection with a discussion concerning the value of a
Unit, shall represent the value described in Section 6(c)(i).
When used in connection with a discussion concerning the value of
a right, an asset or other property, other than a Unit, the term
"fair market value" shall mean, on any relevant date, the market
value of such asset, as determined by the Committee in accordance
with such method of valuation as the Committee shall determine to
be reasonable and appropriate.
10. Cancellation and New Grant of Awards.
The Committee shall have the authority to effect, at any time
and from time to time, with the consent of the affected
Optionees, the cancellation of any or all outstanding Options
under the Plan and to grant in substitution therefor new Options
under the Plan covering the same or different number and class of
Units but having a purchase price per Unit not less than fair
market value of a Unit on the new Date of Grant. The Committee
may permit the voluntary surrender of all or a portion of any
Option to be conditioned upon the granting to the Optionee under
the Plan of a new Option for the same or a different number of
Units as the Option surrendered, or may require such voluntary
surrender as a condition precedent to a grant of a new Option to
such Optionee. Such new Option shall be exercisable at the
price, during the period, and in accordance with any other terms
or conditions specified by the Committee at the time the new
Option is granted, all determined in accordance with the
provisions of the Plan without regard to the price, period of
exercise, or any other terms or conditions of the Options
surrendered.
11. Term of Plan.
Unless the Plan is sooner terminated in accordance with
Section 8 or by the Committee, no further Options shall be
granted under the Plan after the earlier of (i) the twentieth
(20th) anniversary of the Effective Date, or (ii) the date on
which all Units available for issuance under the Plan have been
issued.
12. Amendment of the Plan and Awards.
The Committee shall have complete and exclusive power and
authority to terminate or amend the Plan and the Committee may
amend outstanding Options issued under the Plan in any or all
aspects whatsoever not inconsistent with the terms of the Plan;
provided, however, that no such termination or amendment shall
adversely affect the rights of an Optionee with respect to
Options at the time outstanding under the Plan unless the
Optionee consents to such amendment; and provided, further, that
the Committee shall not, without the approval of the Unitholders
amend the Plan to (i) materially increase the maximum number of
Units which may be issued under the Plan, except for permissible
adjustments under Section 4(b), (ii) materially increase the
benefits accruing to individuals who participate in the Plan, or
(iii) materially modify the eligibility requirements for the
grant of Options under the Plan.
13. Treatment of Options Upon Optionee's Termination of
Employment.
Unless otherwise determined by the Committee, the following
rules shall apply in the event of an Optionee's termination of
employment with the Partnership, the General Partner or any
Affiliate:
(a) Termination for Cause; Voluntary Termination Without
Consent. In the event of an Optionee's termination of employment
with the Partnership, the General Partner or any Affiliate either
(i) for cause or (ii) voluntarily on the part of the Optionee and
without the written consent of his or her employer, any and all
Option(s) held by such person shall immediately terminate.
(b) Termination in Special Circumstances. In the event of an
Optionee's termination of employment with the Partnership, the
General Partner or any Affiliate under circumstances other than
those specified in subsection (a) hereof and for reasons other
than death, Disability or Retirement (as defined in
subsection (d) hereof), such Option shall terminate on the date
which is 90 days from the date of such termination of employment
or on its Expiration Date, whichever shall first occur; provided,
however, that if the Optionee is a former officer of the
Partnership subject to Section 16 of the 1934 Act who terminates
employment pursuant to this subsection (b), his or her Options
shall terminate on (i) the date which is the later of (A) 90 days
from the date of such termination of employment, or (B) six
months and ten days after such person's last purchase or sale,
for purposes of Section 16, of Units or any derivative security
thereto prior to his or her ceasing to be such an officer, or
(ii) their Expiration Date, whichever shall first occur.
(c) Death of Optionee. In the event of the death of an
Optionee (i) while he or she is employed by the Partnership, the
General Partner or any Affiliate, or (ii) if subsections (b) or
(d) hereof is applicable, during the respective periods of time
specified therein following his or her termination of employment,
such Option shall become fully exercisable, but shall terminate
on the first anniversary of the Optionee's death, Disability or
Retirement (as such terms are defined in subsection (d) hereof)
or on its Expiration Date, whichever shall first occur.
(d) Disability or Retirement of Optionee. In the event of the
Optionee's termination of employment with the Partnership, the
General Partner or any Affiliate for reasons of the inability,
due to mental or physical infirmity, of the Optionee to discharge
the regular responsibilities and duties of his or her employment
with the Partnership, the General Partner or any Affiliate, as
the case may be ("Disability"), or for reasons of termination of
employment other than discharge for cause (i) at or after age 65,
or (ii) before age 65 provided the Optionee has at the time of
such termination satisfied the age and vesting requirements for
normal or early retirement pursuant to the terms of any "defined
benefit plan" (as such term is defined in Section 3(35) of the
Employee Retirement Income Security Act of 1974, as amended, or
any successor provision) maintained by the Partnership, the
General Partner or any Affiliate in which the Optionee
participates, or (iii) if the Optionee does not participate at
the time of such termination in such a "defined benefit plan," at
or after age 55 and before age 65 provided the Optionee has been
employed by the Partnership, the General Partner or any Affiliate
for at least five full years (any of which terminations in
clauses (i)-(iii) above shall constitute "Retirement"), such
Option shall become fully exercisable, but shall terminate on the
date which is a number of years after the date of such
termination of employment as shall be fixed by the Committee or
on its Expiration Date, whichever shall first occur.
(e) Limitations of Option Acceleration Upon Termination of
Employment of Optionee. Anything contained in this Section 13 to
the contrary notwithstanding, an Option may only be exercised
following the Optionee's termination of employment with the
Partnership, the General Partner or any Affiliate for reasons
other than death, Disability or Retirement if, and to the extent
that, such Option was exercisable immediately prior to such
termination of employment.
(f) Certain Transfers of Employment. An Optionee's transfer
of employment between or among the Partnership, the General
Partner and an Affiliate or between or among Affiliates of the
Partnership, shall not constitute a termination of employment and
the Committee shall determine in each case whether an authorized
leave of absence for military service or otherwise shall
constitute a termination of employment.
14. Issuance of Units; Restrictions.
(a) Subject to the conditions and restrictions provided in
this Section 14, the Partnership shall, within twenty (20)
business days after an Option has been duly exercised in whole or
in part, deliver to the person who exercised the Option a
certificate, registered in the name of such person, for the
number of Units with respect to which the Option has been
exercised. The Partnership may legend any certificate issued
hereunder to reflect any restrictions provided for in this
Section 14.
(b) Unless the Units subject to Options granted under the Plan
have been registered under the Securities Act of 1933, as amended
(the "1933 Act"), (and, in the case of any Optionee who may be
deemed an Affiliate of the Partnership, such Units have been
registered under the 1933 Act for resale by such Optionee), or
the Partnership has determined that an exemption from
registration is available, the Partnership may require prior to
and as a condition of the issuance of any Units that the person
exercising an Option hereunder furnish the Partnership with a
written representation in a form prescribed by the Committee to
the effect that such person is acquiring said Units solely with a
view to investment for his or her own account and not with a view
to the resale or distribution of all or any part thereof, and
that such person will not dispose of any of such Units otherwise
than in accordance with the provisions of Rule 144 under the 1933
Act unless and until either the Units are registered under the
1933 Act or the Partnership is satisfied that an exemption from
such registration is available.
(c) Anything contained herein to the contrary notwithstanding,
the Partnership shall not be obligated to sell or issue any Units
under the Plan unless and until the Partnership is satisfied that
such sale or issuance complies with (i) all applicable
requirements of the New York Stock Exchange (or the governing
body of the principal market in which such Units are traded, if
such Units are not then listed on such Exchange), (ii) all
applicable provisions of the 1933 Act, and (iii) all other laws
or regulations by which the Partnership is bound or to which the
Partnership is subject.
15. General Provisions.
(a) No Right to Employment. Nothing contained in the Plan or
any Option Agreement shall confer, and no grant of an Option
shall be construed as conferring, upon any Optionee any right to
continue in the employ of the Partnership, the General Partner or
any Affiliate or to interfere in any way with the right of the
Partnership, the General Partner or any Affiliate to terminate
his or her employment at any time or increase or decrease his or
her compensation from the rate in effect at the Date of Grant.
(b) No Limit on Other Compensatory Arrangements. Nothing
contained in this Plan shall prevent the Partnership, the General
Partner or any Affiliate from adopting other or additional
compensation arrangements (which may include arrangements which
relate to Options under the Plan), and such arrangements may be
either generally applicable or applicable only in specific cases.