Common use of Termination by the Partnership Without Cause Clause in Contracts

Termination by the Partnership Without Cause. In the event of a termination of your employment by the Partnership without Cause (as defined below), you shall be entitled to receive (i) the base salary that would otherwise have been payable to you pursuant to Section 3(a) had you remained employed through the Expiration Date, to the extent not previously paid, (ii) the Guaranteed Bonuses that would otherwise have been payable to you pursuant to Section 3(b) had you remained employed through the payment date of the Partnership’s calendar year 2004 annual bonuses, to the extent not previously paid, (iii) payment of the minimum amounts that would otherwise have been awarded to you under the Partners Compensation Plan pursuant to Section 5(a) above had you remained employed through the Expiration Date, to the extent not previously contributed on your behalf to the Partners Compensation Plan, (iv) full vesting of all awards made to you or on your behalf under the Partnership’s equity plans prior to the termination of your employment, including your awards under the Partners Compensation Plan, (v) comparable health and welfare benefits for yourself, your spouse and your dependents through the Expiration Date, (vi) a lump sum cash payment equal to the sum of (A) the product of $20,000 times the number of plan years for which you will not receive a Partnership contribution to your account under the tax-qualified Profit Sharing Plan for Employees of Alliance Capital Management L.P. as a result of the your termination, through and including plan year 2008, but reduced by the amount of any contributions made to your plan account with respect to the plan year in which your termination occurs, if any and (B) the actuarial equivalent of the additional benefit you would have accrued under the tax-qualified Retirement Plan for Employees of Alliance Capital Management L.P., in each case, had you remained employed through the Expiration Date, (vii) any other benefits to which you may be entitled in accordance with the terms of the plans, policies and arrangements referred to in Section 4 hereof upon or by reason of such termination and (viii) continuation of the perquisites, reimbursements and support provided under Section 6 and 7 hereof until the Expiration Date. The amounts payable under clauses (i), (ii), (iii) and (vi) above and your awards under the Partners Compensation Plan shall be distributed to you within 30 days after your termination of employment.

Termination by the Partnership Without Cause. In the event of a termination of your employment by the Partnership without Cause (as defined below), you shall be entitled to receive (i) the base salary that would otherwise have been payable to you pursuant to Section 3(a2(a) had you remained employed through the Expiration Date, to the extent not previously paid, (ii) the Guaranteed Bonuses Bonus that would otherwise have been payable to you pursuant to Section 3(b2(b) had you remained employed through the payment date of the Partnership’s calendar year 2004 annual bonuses, to the extent not previously paid, (iii) payment of the minimum amounts that would otherwise have been awarded to you under the Partners Compensation Plan pursuant to Section 5(a) 4 above had you remained employed through the Expiration Date, to the extent not previously contributed on your behalf to the Partners Compensation Plan, (iv) full vesting of all awards made to you or on your behalf under the Partnership’s equity plans prior to the termination of your employment, including your awards under the Partners Compensation Plan, (v) comparable health and welfare benefits for yourself, your spouse and your dependents through the Expiration Date, (vi) a lump sum cash payment equal to the sum of (A) the product of $20,000 times the number of plan years for which you will not receive a Partnership contribution to your account under the tax-qualified Profit Sharing Plan for Employees of Alliance Capital Management L.P. as a result of the your termination, through and including plan year 2008, but reduced by the amount of any contributions made to your plan account with respect to the plan year in which your termination occurs, if any and (B) the actuarial equivalent of the additional benefit you would have accrued under the tax-qualified Retirement Plan for Employees of Alliance Capital Management L.P., in each case, had you remained employed through the Expiration Date, (vii) any other benefits to which you may be entitled in accordance with the terms of the plans, policies and arrangements referred to in Section 4 3 hereof upon or by reason of such termination and (viii) continuation of the perquisites, reimbursements and support provided under Section 5 and 6 and 7 hereof until the Expiration Date. The amounts payable under clauses (i), (ii), (iii) and (vi) above and your awards under the Partners Compensation Plan shall be distributed to you within 30 days after your termination of employment.

Termination by the Partnership Without Cause. In the event of a termination of your employment by the Partnership without Cause (as defined below), you shall be entitled to receive (i) the base salary that would otherwise have been payable to you pursuant to Section 3(a) had you remained employed through the Expiration Date, to the extent not previously paid, (ii) the Guaranteed Bonuses that would otherwise have been payable to you pursuant to Section 3(b) had you remained employed through the payment date of the Partnership’s calendar year 2004 annual bonuses, to the extent not previously paid, (iii) payment of the minimum amounts that would otherwise have been awarded to you under the Partners Compensation Plan pursuant to Section 5(a) above had you remained employed through the Expiration Date, to the extent not previously contributed on your behalf to the Partners Compensation Plan, (iv) full vesting of all awards made to you or on your behalf under the Partnership’s equity plans prior to the termination of your employment, including your awards under the Partners Compensation Plan, that would have vested had your last date of employment been December 31, 2004, (viv) comparable health and welfare benefits for yourself, your spouse and your dependents through the Expiration Date, (viv) a lump sum cash payment equal to the sum of (A) the product of $20,000 times the number of plan years for which you will not receive a Partnership contribution to your account under the tax-qualified Profit Sharing Plan for Employees of Alliance Capital Management L.P. as a result of the your termination, through and including plan year 20082004, but reduced by the amount of any contributions made to your plan account with respect to the plan year in which your termination occurs, if any and (B) the actuarial equivalent of the additional benefit you would have accrued under the tax-qualified Retirement Plan for Employees of Alliance Capital Management L.P., in each case, had you remained employed through the Expiration Date, (viivi) any other benefits to which you may be entitled in accordance with the terms of the plans, policies and arrangements referred to in Section 4 hereof upon or by reason of such termination and (viiivii) continuation of the perquisites, perquisites and reimbursements and support provided under Section 6 and 7 5 hereof until the Expiration Date. The amounts payable under clauses (i), (ii), (iii) and (viv) above and your awards under the Partners Compensation Plan shall be distributed to you within 30 days after your termination of employment.