Options and UARs Clause Samples

Options and UARs. The Committee shall have the authority to determine the Employees, Consultants and Directors to whom Options and/or UARs shall be granted, the number of Units to be covered by each Option or UAR, the exercise price therefor, the Restricted Period and other conditions and limitations applicable to the exercise of the Option or UAR, including the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan.

Options and UARs. Reference is hereby made to (i) that certain Option Agreement, dated October 2, 1998 (the “1998 Option Agreement”), between the LLC and Executive, pursuant to which Executive was granted certain options to purchase Common Units of the LLC, (ii) that certain Option Agreement, dated February 17, 2000 (the “2000 Option Agreement”), between the LLC and Executive, pursuant to which Executive was granted certain options to purchase Common Units of the LLC and (iii) that certain Unit Appreciation Rights Plan, dated February 17, 2000 (the “Unit Appreciation Rights Plan”), pursuant to which Executive was issued certain Appreciation Rights (as such term is defined in the Unit Appreciation Rights Plan). The options issued to Executive pursuant to the 1998 Option Agreement and the 2000 Option Agreement and the Appreciation Rights issued to Executive pursuant to the Unit Appreciation Rights Plan are collectively referred to in this Section 6 as the “Incentive Interests.” If, upon a Liquidity Event, the aggregate consideration to be paid to Executive in respect of his Incentive Interests (determined after reduction for any exercise price thereon) is less than $930,000 in the aggregate (the “Base Value”), then the parties hereto agree that the LLC shall pay to Executive an amount in cash equal to the Base Value less the gross amount paid in respect of such Incentive Interests and, in exchange therefore, all such Incentive Interests, and all of Executive’s right, title and interest therein, shall be automatically deemed terminated, cancelled and of no further force or effect, without any further action on the part of the LLC or Executive. The amount payable (if any) to Executive hereunder is stated in gross amount and shall be subject to all applicable withholding taxes, other normal deductions and any other amounts required by law to be withheld.