Voluntary Participation The Grantee’s participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
Participation Rights (i) At least twenty (20) days prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)), the Transferring Unitholder will deliver written notice (the “Sale Notice”) to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder within fifteen (15) days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), a number of Primary Common Units equal to the product of (A) the quotient determined by dividing the number of Primary Common Units owned by such person by the aggregate number of Primary Common Units owned by all Unitholders participating in such sale, and (B) the number of Primary Common Units to be sold in the contemplated Transfer. 44
Termination of Participation If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its sole discretion, to cease further benefit accruals hereunder.