Common use of Withdrawal and Vesting Provisions Clause in Contracts

Withdrawal and Vesting Provisions. The following changes shall apply to the provisions of Sections 2.13(g), 8.3(a)(ii) and 8.4(b) of the Limited Partnership Agreement with respect to the Limited Partner and any Related Trusts and their Retention Units: (i) the Retention Units shall be treated as Class A Common Units under such Sections of the Limited Partnership Agreement; (ii) the consequences of any breach by the Limited Partner of any of the covenants set forth in Section 2.13(b) of the Limited Partnership Agreement in respect of the Retention Units shall be as set forth in Section 3(b)(ii) below; (iii) the Retention Bonus Units shall, subject to the other terms hereof, conditionally vest in equal installments on each anniversary of January 1, 2013 for ten years, commencing on January 1, 2014 and ending on January 1, 2023; (iv) the Additional Retention Bonus Units shall, subject to the other terms hereof, conditionally vest in ten equal installments, with the first such conditional vesting date being the Additional Retention Grant Date and the remaining nine conditional vesting dates being each anniversary of January 1, 2014 for nine years, commencing on January 1, 2015 and ending on January 1, 2023; and (v) After issuance, the Retention Units shall cease to vest in the event of a Withdrawal prior to January 1, 2023. In addition and notwithstanding the foregoing vesting schedule, if, prior to January 1, 2023, the Limited Partner is subject to a Withdrawal (i) for Cause pursuant to clause (A) of Section 8.3(a)(i) of the Limited Partnership Agreement (a “Withdrawal for Cause”) or (ii) pursuant to clause (C) of Section 8.3(a)(i) of the Limited Partnership Agreement (a “Resignation or Retirement”), then the Limited Partner and his Related Trusts shall only be entitled to retain a number of their conditionally vested Retention Units equal to the product of the Retention Percentage (as defined below) and the number of Retention Units that had become conditionally vested prior to such Withdrawal pursuant to this Section 3(a). All Retention Units that had become conditionally vested but which the Limited Partner and his Related Trusts are not entitled to retain pursuant to the foregoing sentence shall become unvested. The retention of any conditionally vested Retention Units by the Limited Partner and his Related Trusts shall be subject to (i) the Limited Partner complying in all respects with the Limited Partnership Agreement including, without limitation, the restrictions regarding Confidentiality, Intellectual Property, Non-Solicitation, Non-Disparagement, Non-Interference, Short Selling, Hedging Transactions, and Compliance with Policies, set forth in Sections 2.12, 2.13, 2.18, and 2.19 of the Limited Partnership Agreement, and (ii) the Limited Partner executing and not revoking a general release agreement in a form acceptable to the General Partner. Upon a Withdrawal prior to January 1, 2023, all unvested Retention Units of the Limited Partner and his Related Trusts shall be reallocated, as otherwise set forth in Section 8.3(a)(ii) of the Limited Partnership Agreement. If any conditionally vested Retention Units (or any Class A Common Units acquired in respect thereof) are reallocated under this Section 3(a) or Section 3(b)(ii) below, any such reallocated Common Units shall remain conditionally vested. If the Limited Partner is subject to a Withdrawal without Cause (other than a Resignation or Retirement), then the Limited Partner and his Related Trusts shall be entitled to retain 100% of his conditionally vested Retention Units. The “Retention Percentage” shall mean: (i) with respect to a Withdrawal for Cause, 50% and (ii) with respect to a Resignation or Retirement, 70%.

Withdrawal and Vesting Provisions. The following changes shall apply to the provisions of Sections 2.13(g), 8.3(a)(ii) and 8.4(b) of the Limited Partnership Agreement with respect to the Limited Partner and any Related Trusts and their Retention Units: (i) the Retention Units shall be treated as Class A Common Units under such Sections of the Limited Partnership Agreement; (ii) the consequences of any breach by the Limited Partner of any of the covenants set forth in Section 2.13(b) of the Limited Partnership Agreement in respect of the Retention Units shall be as set forth in Section 3(b)(ii) below; (iii) the Retention Bonus Units shall, subject to the other terms hereof, conditionally vest in equal installments on each anniversary of January 1, 2013 for ten years, commencing on January 1, 2014 and ending on January 1, 2023; (iv) the Additional Retention Bonus Units shall, subject to the other terms hereof, conditionally vest in ten equal installments, with the first such conditional vesting date being the Additional Retention Grant Date and the remaining nine conditional vesting dates being each anniversary of January 1, 2014 for nine seven years, commencing on January 1, 2015 and ending on January 1, 2023; and (v) After issuance, the Retention Units shall cease to vest in the event of a Withdrawal prior to January 1, 2023the seventh anniversary of the Retention Grant Date. In addition and notwithstanding the foregoing vesting schedule, if, prior to January 1, 2023the seventh anniversary of the Retention Grant Date, the Limited Partner is subject to a Withdrawal (i) for Cause pursuant to clause (A) of Section 8.3(a)(i) of the Limited Partnership Agreement (a “Withdrawal for Cause”) or (ii) pursuant to clause (C) of Section 8.3(a)(i) of the Limited Partnership Agreement (a “Resignation or Retirement”), then the Limited Partner and his Related Trusts shall only be entitled to retain a number of their conditionally vested Retention Units equal to the product of the Retention Percentage (as defined below) 50% and the number of Retention Units that had become conditionally vested prior to such Withdrawal pursuant to this Section 3(a). All Retention Units that had become conditionally vested but which the Limited Partner and his Related Trusts are not entitled to retain pursuant to the foregoing sentence shall become unvested. The retention of any conditionally vested Retention Units by the Limited Partner and his Related Trusts shall be subject to (i) the Limited Partner complying in all respects with the Limited Partnership Agreement including, without limitation, the restrictions regarding Confidentiality, Intellectual Property, Non-Solicitation, Non-Disparagement, Non-Interference, Short Selling, Hedging Transactions, and Compliance with Policies, set forth in Sections 2.12, 2.13, 2.18, and 2.19 of the Limited Partnership Agreement, and (ii) the Limited Partner executing and not revoking a general release agreement in a form acceptable to the General Partner. Upon a Withdrawal prior to January 1, 2023the seventh anniversary of the Retention Grant Date, all unvested Retention Units of the Limited Partner and his Related Trusts shall be reallocated, as otherwise set forth in Section 8.3(a)(ii) of the Limited Partnership Agreement. If any conditionally vested Retention Units (or any Class A Common Units acquired in respect thereof) are reallocated under this Section 3(a) or Section 3(b)(ii) below, any such reallocated Common Units shall remain conditionally vested. If the Limited Partner is subject to a Withdrawal without Cause (other than including a Resignation or Retirementresignation), then the Limited Partner and his Related Trusts shall be entitled to retain 100% of his conditionally vested Retention Units. The “Retention Percentage” shall mean: (i) with respect to a Withdrawal for Cause, 50% and (ii) with respect to a Resignation or Retirement, 70%.