ALLIANCE CAPITAL MANAGEMENT L.P.
UNIT OPTION PLAN AGREEMENT
AGREEMENT, dated December 10, 1998 between Alliance Capital Management
L.P. (the "Partnership") and Xxxxxx X. Xxxxxx, Xx. (the "Employee"), an
employee of the Partnership or a subsidiary of the Partnership.
The Option Committee (the "Administrator") of the Board of Directors of
Alliance Capital Management Corporation, the general partner of the Partnership
(the "Board"), pursuant to the Alliance Capital Management L.P. 1993 Unit Option
Plan, a copy of which has been delivered to the Employee (the "Plan"), granted
to the Employee an option to purchase units representing assignments of
beneficial ownership of limited partnership interests in the Partnership (the
"Units") as hereinafter set forth, and authorized the execution and delivery of
this Agreement.
In accordance with that grant, and as a condition thereto, the Partnership
and the Employee agree as follows:
1. Grant of Option. Subject to and under the terms and conditions set
forth in this Agreement and the Plan, the Employee is the owner of an option
(the "Option") to purchase from the Partnership the number of Units set forth in
Section 1 of Exhibit A attached hereto at the per Unit price set forth in
Section 2 of Exhibit A.
2. Term and Exercise Schedule. This Option shall not be exercisable to any
extent prior to December 10, 1999 or after December 10, 2008 (the "Expiration
Date"). Subject to the terms and conditions of this Agreement and the Plan, the
Employee shall be entitled to exercise the Option prior to the Expiration Date
and to purchase Units hereunder in accordance with the schedule set forth in
Section 3 of Exhibit A.
The right to exercise this Option shall be cumulative so that to the
extent this Option is not exercised when it becomes initially exercisable with
respect to any Units, it shall be exercisable with respect to such Units at any
time thereafter until the Expiration Date and any Units subject to this Option
which have not then been purchased may not, thereafter, be purchased hereunder.
A Unit shall be considered to have been purchased on or before the Expiration
Date if the Partnership has been given notice of the purchase pursuant to
Sections 3 and 13, and the Partnership has actually received payment for the
Unit on or before the Expiration Date.
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3. Notice of Exercise, Payment and Certificate. Exercise of this Option,
in whole or in part, shall be by delivery of a written notice to the Partnership
pursuant to Section 13 which specifies the number of Units being purchased and
is accompanied by payment therefor in cash. Promptly after receipt of such
notice and purchase price, the Partnership shall deliver to the person
exercising the Option a certificate for the number of Units purchased. Units to
be issued upon the exercise of this Option may be either authorized and unissued
Units or Units which have been reacquired by the Partnership.
4. Termination of Employment. This Option may be exercised only while the
Employee is a full-time employee of the Partnership, except as follows:
(a) Disability. If the Employee's employment with the Partnership
terminates because of Disability, the Employee (or his personal
representative) shall have the right to exercise this Option, to the
extent that the Employee was entitled to do so on the date of termination
of his employment, for a period which ends not later than the earlier of
(i) three months after such termination, and (ii) the Expiration Date.
"Disability" shall mean a determination by the Administrator that the
Employee is physically or mentally incapacitated and has been unable for a
period of six consecutive months to perform the duties for which he was
responsible immediately before the onset of his incapacity. In order to
assist the Administrator in making a determination as to the Disability of
the Employee for purposes of this paragraph (a), the Employee shall, as
reasonably requested by the Administrator, (A) make himself available for
medical examinations by one or more physicians chosen by the Administrator
and approved by the Employee, whose approval shall not unreasonably be
withheld, and (B) grant the Administrator and any such physicians access
to all relevant medical information concerning him, arrange to furnish
copies of medical records to them, and use his best efforts to cause his
own physicians to be available to discuss his health with them.
(b) Death. If the Employee dies (i) while in the employ of the
Partnership, (ii) within one month after termination of his employment
with the Partnership because of Disability (as determined in accordance
with paragraph (a) above), or (iii) within one month after the Partnership
terminates his employment for any reason other than for Cause (as
determined in accordance with paragraph (c) below), this Option may be
exercised, to the extent that the Employee was entitled to do so on the
date of his death, by the person or persons to whom the Option shall have
been transferred by will or by the laws of descent and distribution, for a
period which ends not later than the earlier of (A) six months from the
date of the Employee" death, and (B) the Expiration Date.
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(c) Other Termination. If the Partnership terminates the Employee's
employment for any reason other than death, Disability or for Cause, the
Employee shall have the right to exercise this Option, to the extent that
he was entitled to do so on the date of the termination of his employment,
for a period which ends not later than the earlier of (I) three months
after such termination, and (ii) the Expiration Date. "Cause" shall mean
(A) the Employee's continuing willful failure to perform his duties as an
employee (other than as a result of his total or partial incapacity due to
physical or mental illness), (B) gross negligence or malfeasance in the
performance of the Employee's duties, (C) a finding by a court or other
governmental body with proper jurisdiction that an act or acts by the
Employee constitutes (1) a felony under the laws of the United States or
any state thereof (or, if the Employee's place of employment is outside of
the United States, a serious crime under the laws of the foreign
jurisdiction where he is employed, which crime if committed in the United
States would be a felony under the laws of the United States or the laws
of New York), or (2) a violation of federal or state securities law (or,
if the Employee's place of employment is outside of the United States, of
federal, state or foreign securities law) by reason of which finding of
violation described in this clause (2) the Board determines in good faith
that the continued employment of the Employee by the Partnership would be
seriously detrimental to the Partnership and its business, (D) in the
absence of such a finding by a court or other governmental body with
proper jurisdiction, such a determination in good faith by the Board by
reason of such act or acts constituting such a felony, serious crime or
violation, or (E) any breach by the Employee of any obligation of
confidentiality or non-competition to the Partnership.
For purposes of this Agreement, employment by a subsidiary of the
Partnership shall be deemed to be employment by the Partnership. A "subsidiary"
of the Partnership shall be any corporation or other entity of which the
Partnership and/or its subsidiaries (a) have sufficient voting power (not
depending on the happening of a contingency) to elect at least a majority of its
board of directors, or (b) otherwise have the power to direct or cause the
direction of its management and policies.
5. Non-Transferability. This Option is not transferable other than by will
or the laws of descent and distribution and, except as otherwise provided in
Section 4, during the lifetime of the Employee this Option is exercisable only
by the Employee.
6. No Right to Continued Employment. This Option shall not confer upon the
Employee any right to continue in the employ of the Partnership or interfere in
any way with the right of the Partnership to terminate the employment of the
Employee at any time for any reason.
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7. Payment of Withholding Tax. (a) In the event that the Partnership
determines that any federal, state or local tax or any other charge is required
by law to be withheld with respect to the exercise of this Option, the Employee
shall promptly pay to the Partnership or a subsidiary specified by the
Partnership, on at least seven business days' notice from the Partnership, an
amount equal to such withholding tax or charge or (b) if the Employee does not
promptly so pay the entire amount of such withholding tax or charge in
accordance with such notice, or make arrangements satisfactory to the
Partnership regarding payment thereof, the Partnership or any subsidiary of the
Partnership may withhold the remaining amount thereof from any amount due the
Employee from the Partnership or the subsidiary.
8. Dilution and Other Adjustments. The existence of this Option shall not
impair the right of the Partnership or its partners to, among other things,
conduct, make or effect any change in the Partnership's business, any issuance
of debt obligations or other securities by the Partnership, any grant of options
with respect to an interest in the Partnership or any adjustment,
recapitalization or other change in the partnership interests of the Partnership
(including, without limitation, any distribution, subdivision, or combination of
limited partnership interests), or any incorporation of the Partnership. In the
event of such a change in the partnership interests of the Partnership, the
Board shall make such adjustments to this Option, including the purchase price
specified in Section 1, as it deems appropriate and equitable. In the event of
incorporation of the Partnership, the Board shall make such arrangements as it
deems appropriate and equitable with respect to this Option for the Employee to
purchase stock in the resulting corporation in place of the Units subject to
this Option. Any such adjustment or arrangement may provide for the elimination
of any fractional Unit or shares of stock which might otherwise become subject
to this Option. Any decision by the Board under this Section shall be final and
binding upon the Employee.
9. Rights as an Owner of a Unit. The Employee (or a transferee of this
Option pursuant to Section 4) shall have no rights as an owner of a Unit with
respect to any Unit covered by this Option until he becomes the holder of record
of such Unit, which shall be deemed to occur at the time that notice of purchase
is given and payment in full is received by the Partnership under Section 3 and
13. By such actions, the Employee (or such transferee) shall be deemed to have
consented to, and agreed to be bound by, all other terms, conditions, rights and
obligations set forth in the then current Agreement of Limited Partnership (As
Amended and Restated) of the Partnership. Except as provided in Section 8, no
adjustment shall be made with respect to any Unit for any distribution for which
the record date is prior to the date on which the Employee becomes the holder of
record of the Unit, regardless of whether the distribution is ordinary or
extraordinary, in cash, securities or other property, or of any other rights.
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10. Administrator. If at any time there shall be no Option Committee
of the Board, the Board shall be the Administrator.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
12. Interpretation. The Employee accepts this Option subject to all the
terms and provisions of the Plan, which shall control in the event of any
conflict between any provision of the Plan and this Agreement, and accepts as
binding, conclusive and final all decisions or interpretations of the Board or
the Administrator upon any questions arising under the Plan and/or this
Agreement.
13. Notices. Any notice under this Agreement shall be in writing and shall
be deemed to have been duly given when delivered personally or when deposited in
the United States mail, registered, postage prepaid, and addressed, in the case
of the Partnership, to the Secretary of Alliance Capital Management Corporation
at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or if the Partnership
should move its principal office, to such principal office, and, in the case of
the Employee, to his last permanent address as shown on the Partnership's
records, subject to the right of either party to designate some other address at
any time hereafter in a notice satisfying the requirements of this Section.
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14. Sections and Headings. All section references in this Agreement are to
sections hereof for convenience of reference only and are not to affect the
meaning of any provision of this Agreement.
ALLIANCE CAPITAL MANAGEMENT L.P.
By Alliance Capital Management
Corporation, General Partner
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
/s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
AC Options
Exhibit A To Unit Option Plan Agreement Dated December 10, 1998
between Alliance Capital Management L.P. and Xxxxxx X. Xxxxxx, Xx.
1. The number of Units that the Employee is entitled to purchase
pursuant to the Option granted under this Agreement is 20,000.
2. The per Unit price to purchase Units pursuant to the Option granted
under this Agreement is $26.3125 per Unit.
3. Percentage of Units With Respect to
Which the Option First Becomes
Exercisable on the Date Indicated
1. December 10, 1999 20%
2. December 10, 2000 20%
3. December 10, 2001 20%
4. December 10, 2002 20%
5. December 10, 2003 20%
