AWARD AGREEMENT UNDER THE ALLIANCE COMMISSION SUBSTITUTION PLAN
EXHIBIT
10.05
UNDER
THE ALLIANCE
COMMISSION
SUBSTITUTION PLAN
You
have
been granted an Award under the Alliance Commission Substitution Plan (the
“Plan”), as specified below:
Participant
(“you”):
Projected
Amount of Award:
Date
of
Grant:
In
connection with your grant of the Award, you and the Company agree as set
forth
in this agreement (the “Agreement”). The Plan provides a description of the
terms and conditions governing the Award. If there is any inconsistency between
the terms of this Agreement and the terms of the Plan, the Plan’s terms
completely supersede and replace the conflicting terms of this Agreement.
All
capitalized terms have the meanings given them in the Plan, unless specifically
stated otherwise in this Agreement.
It
is
expressly understood that the Committee is authorized to administer, construe,
and make all determinations necessary or appropriate to the administration
of
the Plan and this Agreement, all of which shall be binding upon you. The
Committee is under no obligation to treat you or your Award consistently
with
the treatment provided for other participants in the Plan. It is further
expressly understood and agreed by you that:
(a) This
Agreement does not confer upon you any right to continuation of employment
by a
Company, nor does this Agreement interfere in any way with a Company’s right to
terminate your employment at any time.
(b) This
Agreement will be subject to all applicable laws, rules, and
regulations.
(c) This
Agreement will be governed by, and construed in accordance with, the laws
of the
state of New York (without regard to conflict of law provisions).
(d) This
Agreement and the Plan constitute the entire understanding between you and
the
Company regarding this Award. Any prior agreements, commitments or negotiations
concerning this Award are superseded. This Agreement may be amended only
by
another written agreement, signed by both parties.
1
BY
SIGNING BELOW, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE
AND
IN THE PLAN.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective as of December 31, 2006.
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By:
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/s/
Xxxxxx X. Xxxxxx, Xx.
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Name:
Xxxxxx X Xxxxxx, Xx.
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Title:
CFO, Senior Vice President
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Participant
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Name:
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2
