ALLIANCEBERNSTEIN L.P. FINANCIAL ADVISOR WEALTH ACCUMULATION PLAN INCENTIVE AWARD AGREEMENT
Exhibit
10.07
FINANCIAL
ADVISOR WEALTH ACCUMULATION PLAN
THIS AGREEMENT, made as of the
1st day of December, 2006, by and between AllianceBernstein L.P., a Delaware
limited partnership (the “Company”), and (the “Participant”).
Preliminary
Statement
The
Participant has been authorized to receive the following Incentive Award under
the AllianceBernstein Financial Advisor Wealth Accumulation Plan (the
“Plan”). Unless otherwise indicated, any capitalized term used but
not defined herein shall have the meaning ascribed to such term in the Plan and
the Administrative Guidelines attached hereto. A copy of the Plan has
been delivered to the Participant. By signing and returning this
Agreement, the Participant acknowledges having received and read a copy of the
Plan and agrees to comply with it and this Agreement, the attached
Administrative Guidelines and all applicable laws and regulations.
Accordingly,
the Company and the Participant agree as follows:
1. Incentive
Award. Subject to the restrictions, terms and conditions of
the Plan and this Agreement (including its attachments), the Company hereby
awards an Incentive Award to the Participant of $.
2. Vesting.
(a) Except
as set forth in subsection (b) below, the Incentive Award shall become vested
and cease to be forfeitable (but shall remain subject to the other terms of this
Agreement) as follows if the Participant has been continuously employed by the
Company or an Affiliate until such date:
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Vesting
Date
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Vested
Percentage
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January
1, 2008
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14.3%
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January
1, 2009
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14.3%
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January
1, 2010
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14.3%
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January
1, 2011
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14.3%
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January
1, 2012
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14.3%
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January
1, 2013
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14.3%
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January
1, 2014
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14.2%
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There
shall be no proportionate or partial vesting in the periods prior to the
applicable vesting dates and all vesting shall occur only on the appropriate
vesting date.
(b) Notwithstanding
Paragraph (a), a Participant’s Incentive Benefit shall become immediately vested
and cease to be forfeitable upon the Participant’s death or when the participant
becomes Disabled or upon Termination
of Employment by the Company without Cause. For purposes of
this Section, “Cause” shall mean a termination of employment due to the
Participant’s insubordination, dishonesty, fraud, moral turpitude, misconduct,
refusal to perform his or her duties or responsibilities for any reason other
than illness or incapacity or materially unsatisfactory performance of his or
her duties for the Company or its Affiliates; the failure to remain licensed (to
the extent required by applicable law) to perform his employment duties or the
failure of the Participant to obtain all relevant licenses to perform such
duties; the violation of any employment rules, policies or procedures of the
Company (including internal compliance rules); an act or acts constituting a
felony under the laws of the United States or any state thereof; or a violation
of the federal or state securities laws.
3. Forfeiture. If
the Participant’s employment with the Company or any Affiliate is terminated for
any reason, other than as described in Section 2(b) above, prior to becoming
vested in accordance with Section 2(a) above, the Participant shall forfeit to
the Company, without compensation, any and all unvested Incentive
Benefits.
4. Replacement
of Certain Eligible Revenues. If during the first year
of participation in the Plan, the revenues from a single client
relationship previously used to calculate the Eligible Revenues decrease
due to net asset withdrawals of more than $25 million, the Participant shall
replace the lost assets in excess of $25 million with client assets
from client relationships not previously used to calculate Eligible
Revenues. If in any year of participation any client
relationship whose revenues were used to calculate the Eligible Revenues is
reassigned to another employee, the Participant shall replace
the reassigned client relationships with relationships having equivalent
revenues that were not previously used to calculate Eligible
Revenues. The Company also shall have the right, in the foregoing
circumstances, to deem revenues from other client relationships serviced by
the Participant as Eligible Revenues. The Company shall define client
relationships in its sole discretion.
5. Payment. The
Participant may make an election using the form attached hereto to elect when
and how his or her vested Incentive Benefits will be paid in lieu of the default
payment method provided under the Plan.
6. Post-Termination
Obligations. The Participant
agrees that the Plan and the Incentive Award being made thereunder are in
further consideration of the Participant’s confidentiality and non-solicitation
obligations, which are set forth in Paragraphs 3, 4 and 5 of the Participant’s
employment agreement with AllianceBenstein L.P. Accordingly,
Participant agrees that the provisions of those Paragraphs 3, 4 and 5 are
incorporated in this Agreement by reference as if fully set forth.
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7. Death. The
Participant’s Beneficiary shall be the persons designated pursuant to the form
attached hereto. The Participant may change his designation of
beneficiary(ies) at any time prior to his death by submitting a new beneficiary
form to the Company.
8. Controlling
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
conflict of law provisions.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and
year first above written.
| By |
/s/ Xxxxxx X. Xxxxxx,
Xx.
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|
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Officer
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FINANCIAL
ADVISOR WEALTH ACCUMULATION PLAN
ELECTIVE
DISTRIBUTION DATE & ELECTION DISTRIBUTION FORM
ELECTION
FORM
The
undersigned hereby elects under the AllianceBernstein L.P. Financial Advisor
Wealth Accumulation Plan (the “Plan”) as follows:
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1.
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In
lieu of receiving my Incentive Benefits in accordance with Section 6.1 of
the Plan, I elect to receive (or commence receiving) my vested Incentive
Benefits under the Plan on the following Elective Distribution
Date:
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|
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¨
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As
soon as administratively possible following my Separation of Service, as
defined in the Plan.
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¨
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January
31,
20____ (this
date must be later than date on which the Incentive Benefits will become
100% vested under Agreement).
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2.
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In
lieu of receiving my Incentive Benefits in accordance with Section 6.1 of
the Plan, I elect to receive my Incentive Benefits under the Plan in the
following Elective Distribution
Form:
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¨
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Substantially
equal annual installments paid over a period of _____ years (not exceeding
10 years).
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¨
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A
single lump sum.
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These
elections, upon becoming effective, shall revoke and supersede all prior
elections.
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Signature
of
Participant:
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Date:
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FINANCIAL
ADVISOR WEALTH ACCUMULATION PLAN
ADMINISTRATIVE
GUIDELINES
_____________________________
Plan
Eligibility
Individuals
who have completed eight years of service as a Financial Advisor, have $500
million or more in assets under management, and service no more than 150
eligible client relationships, as defined by the firm, at the time of any
Incentive Award may be selected by the firm to participate in the
AllianceBernstein L.P. Financial Advisor Wealth Accumulation Plan (the
“Plan”). Unless otherwise indicated, any capitalized term used but
not defined herein shall have the meaning ascribed to such term in the Plan and
the Award Agreement.
Participation Is Not
Mandatory
After
being selected, each eligible Financial Advisor may choose whether or not to
participate.
Participation
Deadlines
A
Financial Adviser selected by the firm to participate in the Plan will have 30
days from the notification of his or her selection to accept an Incentive Award,
but in all cases must accept the Incentive Award by December 31 prior to the
first year of participation. Each Financial Advisor should analyze
his or her own circumstances when deciding to participate in the
Plan. Incentive Awards are granted as of January 1 of each year.
Financial Advisors will be notified of their selection annually.
Determining the Amount of
the Incentive Award
The
amount of an Incentive Award is based upon the Financial Advisor’s Eligible
Revenues, which are selected from the new account and base servicing revenue for
the trailing four calendar quarters prior to the Incentive Award attributable to
eligible client relationships serviced by the Advisor. Seven percent
(7%) of the Eligible Revenues are multiplied by the number of years the
Financial Advisor elects to be a participant in the Plan. The minimum term of
participation is five years and the maximum is seven years. An
Incentive Award equal to the resulting amount will be granted and recorded as a
book entry in a Plan account on behalf of the Financial Advisor.
The
Company determines, in its sole discretion, which revenues are Eligible
Revenues. Accounts on which Base Level Servicing revenue is shared
among two or more Financial Advisors do not produce Eligible Revenues and may
not be included in the calculation of any Incentive Award.
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Investment Of the Incentive
Award
Investment
returns on the Incentive Award will be measured pursuant to the participating
Financial Advisor’s elections in a selected family of investment products. The
Financial Advisor will have the ability to change his or her investment
measurement allocation with a frequency consistent with firm
policies. However, any investment election in AllianceBernstein
Holding Units cannot be changed after such election, and investment elections in
Hedge Fund products must meet minimum investment requirements and other
applicable qualifications, and abide by the Hedge Fund rules for
withdrawals.
Available Investment
Elections
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·
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AllianceBernstein
Holding Units
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·
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AllianceBernstein
Small Cap Growth Portfolio
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·
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AllianceBernstein
Small/Mid-Cap Value Fund
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·
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AllianceBernstein
Real Estate Investment Fund
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·
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Federated
Prime Obligation Fund
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·
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Xxxxxxxxx
Strategic Value Portfolio
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·
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Xxxxxxxxx
Strategic Growth Portfolio
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·
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Xxxxxxxxx
International Portfolio
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·
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Xxxxxxxxx
Emerging Markets Fund
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·
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Xxxxxxxxx
Intermediate Duration Fund
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·
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Xxxxxxxxx
Short Duration Fund
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·
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AllianceBernstein
Global Style Blend DBT
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·
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Xxxxxxxxx
Advanced Value Hedge Fund
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·
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Xxxxxxxxx
Global Opportunities Hedge Fund
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·
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Xxxxxxxxx
Global Diversified Hedge Fund
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·
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AllianceBernstein
Global Diversified Strategies L.P. Hedge Fund
A
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·
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AllianceBernstein
Global Diversified Strategies L.P. Hedge Fund
B
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·
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Xxxxxxxxx
Multi-Strategy Fixed Income Hedge
Fund
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Incentive Award Vesting
Schedule
Each
Incentive Award will vest annually on January 1 on a pro-rata basis in equal
installments over the term of the Incentive Award. All Incentive Awards shall
vest immediately, however, upon the participant’s death or if the participant
becomes Disabled as defined by the Plan. If the participant’s
employment is terminated for any reason other than those set forth in the Award
Agreement, any portion of the award that has not vested will be
forfeited.
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Incentive Award
Distributions
The
vested portion of the Incentive Award will be paid in cash, except portions
elected to be invested in AllianceBernstein Holding Units, which will be paid in
Holding Units. Payments will be made in the first calendar quarter
following the end of the third year and annually thereafter. Subject
to the following paragraph, the Financial Advisor may also elect, at the time of
the Incentive Award, to defer payments, once 100% vested, until termination of
their employment or some date certain in the future. Additionally, they may
elect to receive annual payments over an extended period of up to 10 years.
Further deferrals are available as described in the plan document.
Any
change in either the Elective Distribution Date or form of the distribution
requires the Financial Advisor to elect a new distribution date that is no
earlier than the fifth anniversary of the Participant’s previous Elective
Distribution Date (regardless of whether the Participant’s new election was
solely to change the Elective Distribution Form). Any change in the Elective
Distribution Date must be made at least twelve months prior to the Elective
Distribution Date that is changing.
Effect of Plan Participation
on Commissions
The
future Base Level Servicing commissions on client relationships used in the
Eligible Revenues calculation will be 3% of Base Servicing Revenue for the
period of the award. Upon acceptance of an Incentive Award, Base
Level Servicing provisions in the Advisor’s employment agreement will be
superceded by the foregoing sentence.
New
accounts which are opened in the same tax relationship as accounts whose revenue
was included in Eligible Revenues will be considered as additions to existing
accounts and will receive a Base Level Servicing commission of 3% on those
revenues during the vesting period. New accounts which are also new tax
relationships will receive a Base Level Servicing payout in accordance with the
compensation schedule attached to the Advisor’s employment contract, as amended
from time to time. Full Production Bonus will be paid on all New
Accounts regardless of when the tax relationship was
established.
Adjustments To Incentive
Awards
Subject
to the following paragraph, the firm bears the risk of poor markets or excessive
negative cash flow as it relates to the Incentive Award amount. Accordingly,
there is no downward adjustment to the Incentive Award due to those
reasons. There also is no upward adjustment to the Award in those
periods when net asset growth is positive.
If during
a Participant’s first year of participation in the Plan, the revenues
from a single client relationship previously used to calculate the
Eligible Revenues decrease due to net asset withdrawals of more than $25
million, the Participant shall replace the lost assets in excess of $25 million
with client assets from client relationships not previously used to
calculate Eligible Revenues. If in any year of participation any
client relationship whose revenues were used to calculate the Eligible
Revenues is reassigned to another employee, the Participant shall replace
the reassigned client relationships with relationships having equivalent
revenues that were not previously used to calculate Eligible
Revenues. The Company also shall have the right, in such
circumstances, to deem revenues from other client relationships serviced by
the Participant as Eligible Revenues. The Company shall define client
relationships in its sole discretion.
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The Base
Level Servicing payout on accounts used to replace Eligible Revenues will be
paid at the 3% rate set forth above.
Plan
Adminsitration
The
Newport Group initially will administer the recordkeeping for the plan and
provide monthly statements to each participant. Account access will be available
via the internet at any time, and changes in investment elections may be
initiated through xxx.xxxxxxxxxxxxxxx.xxx. The firm
will inform you of any change of plan administrator.
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