ALLIANCE CAPITAL MANAGEMENT L.P.
UNIT OPTION PLAN AGREEMENT
AGREEMENT, dated December 10, 1998 between Alliance Capital Management
L.P. (the "Partnership") and Xxxxx X. Xxxxxxx (the "Participant"), an employee
of the Partnership or a subsidiary of the Partnership (an "Employee
Participant") or a member of the Board of Directors of Alliance Capital
Management Corporation (the "Board"), the general partner of the Partnership (a
"Director Participant").
The 1997 Option Committee (the "Administrator") of the Board, pursuant to
the Alliance Capital Management L.P. 1997 Long Term Incentive Plan, a copy of
which has been delivered to the Participant (the "Plan"), has granted to the
Participant an option to purchase units representing assignments of the
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 Participant agree as follows:
1. Grant of Option. Subject to and under the terms and conditions set
forth in this Agreement and the Plan, the Participant 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
Participant 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 and the
Partnership has actually received payment therefor pursuant to Sections 3 and
14, 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 14 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 by an Employee
Participant only while the Employee Participant is employed full-time by the
Partnership, except as follows:
(a) Disability. If the Employee Participant's employment with the
Partnership terminates because of Disability, the Employee Participant (or
his personal representative) shall have the right to exercise this Option,
to the extent that the Employee Participant 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 Participant 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 Participant for
purposes of this paragraph (a), the Employee Participant 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 Participant, 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 Participant 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 Participant 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 Participant's death, and (B) the
Expiration Date.
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(c) Other Termination. If the Partnership terminates the Employee
Participant's employment for any reason other than death, Disability or
for Cause, the Employee Participant 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 Participant'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 Participant's duties, (c) a finding by a court or other
governmental body with proper jurisdiction that an act or acts by the
Employee Participant constitutes (1) a felony under the laws of the United
States or any state thereof (or, if the Employee Participant'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 Participant'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 Participant 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 Participant 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.
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5. Termination of Service as a Director. The Option may be exercised by a
Director Participant only while the Director Participant serves on the Board;
except upon termination of a Director Participant's service by reason of such
Director Participant's voluntary mid-term resignation, declining to stand for
re-election (whether as a result of the general partner's mandatory retirement
program or otherwise), becoming an employee of the Partnership or a subsidiary
thereof or because of Disability, all outstanding options held by such Director
Participant on the date of such termination shall expire five years from the
date upon which such Director Participant's service terminates. In the event of
death of a Director Participant (whether before or after termination of
service), all outstanding options held by such Director Participant (and not
previously canceled or expired) on the date of death shall be fully exercisable
by the Director Participant's legal representative within one year of the date
of death (without regard to the expiration date of the Option specified in the
preceding sentence).
6. No Right to Continued Employment or Directorship. This Option shall not
confer upon the Participant any right to continue in the employ of the
Partnership or any subsidiary of the Partnership or to be retained as a
Director, and shall not interfere in any way with the right of the Partnership
to terminate the service of the Participant at any time for any reason.
7. 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 Participant this Option is exercisable
only by the Participant; except that a Participant may transfer this Option,
without consideration, subject to such rules as the Committee may adopt to
preserve the purposes of the Plan (including limiting such transfers to
transfers by Participants who are Director Participants or senior executives),
to a trust solely for the benefit of the Participant and the Participant's
spouse, children or grandchildren (including adopted and stepchildren and
grandchildren) (each a "Permitted Transferee").
8. 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
Participant 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 Participant 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
Participant from the Partnership or the subsidiary.
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9. 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
distribution (whether in the form of cash, limited partnership interests, other
securities or other property), recapitalization (including, without limitation,
any subdivision or combination of limited partnership interests),
reorganization, consolidation, combination, repurchase or exchange of limited
partnership interests or other securities of the Partnership, issuance of
warrants or other rights to purchase limited partnership interests or other
securities of the Partnership, 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 Participant
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 Participant.
10. Rights as an Owner of a Unit. The Participant (or a transferee of this
Option pursuant to Sections 4 and 7) 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 14. By such actions, the Participant (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 9, 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
Participant 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.
11. Administrator. If at any time there shall be no 1997 Option Committee
of the Board, the Board shall be the Administrator.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
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13. Interpretation. The Participant 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.
14. 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 Participant, 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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15. 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. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Chairman of the Board
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
AC Options
Exhibit A To Unit Option Plan Agreement Dated December 10, 1998
between Alliance Capital Management L.P. and Xxxxx X. Xxxxxxx
1. The number of Units that the Participant is entitled to purchase
pursuant to the Option granted under this Agreement is 500,000.
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%
