Executive Restricted Unit Award Grant Notice

provided, however, that such restrictions will expire on such dates only if you remain a Service Provider to the General Partner, the Partnership or their respective Affiliates continuously from the Date of Grant through the applicable vesting date.

Notwithstanding anything to the contrary herein or in the Agreement, the Forfeiture Restrictions on the Restricted Unit Award shall immediately lapse, and the Restricted Unit Award will be fully vested if:

(i) a Change in Control occurs;

(ii) your service relationship with the General Partner, the Partnership or any of their Affiliates is terminated due to your death or Permanent Disability; or

(iii) your service relationship with the General Partner, the Partnership or any of their Affiliates is terminated without Employer Cause, or you terminate your service relationship for Employee Cause.

For purposes of this Restricted Unit Award, “Permanent Disability,” “Employer Cause” and “Employee Cause” shall have the meaning given such terms in any employment agreement between you and the General Partner, the Partnership or any of their respective Affiliates. Provided, however, that if there is no existing employment agreement between you and the General Partner, the Partnership or any of their respective Affiliates, the term:

“Permanent Disability” shall mean your inability, with or without reasonable accommodation, by reason of illness, incapacity, or other disability, to perform your duties or fulfill your employment obligations, as determined by an officer of the Company for a cumulative total of 180 days in any 12 month period;

“Employer Cause” shall mean that you (a) have been indicted or convicted of, or have entered a plea of guilty or nolo contendere to, a felony charge or crime involving moral turpitude, or, in the course of your employment have engaged in fraudulent or criminal activity (whether or not prosecuted); (b) have failed to follow reasonable directions of the General Partner, the Partnership or any of their respective Affiliates, provided that the foregoing failure shall not be “Employer Cause” if you in good faith believe that such direction is illegal and promptly so notify the Board; (c) have failed to devote all of your professional time to the General Partner, the Partnership and their respective Affiliates, except as permitted by the General Partner, the Partnership and their respective Affiliates; (d) have materially breached any policy or code of conduct of the General Partner, the Partnership and their respective Affiliates; (e) have received a kickback or rebate of any fee or expense paid by the General Partner, the Partnership and their respective Affiliates; (f) have engaged in the use of illegal drugs, the persistent excessive use of alcohol, or any other activity that materially impairs your ability to perform your duties or results in conduct bringing the General Partner, the Partnership or any of their respective Affiliates into substantial public disgrace or disrepute, or (h) engage in intentional, reckless, or grossly negligent conduct that has or is reasonably likely to have a material adverse effect on the General Partner, the Partnership or any of their respective Affiliates; and

“Employee Cause” shall mean (a) a substantial and continuing diminution in the nature of your responsibilities; (b) a material and continuing reduction in the aggregated total of your base salary, target bonus percentage and target equity percentage; or (C) reassignment by the General Partner, the Partnership or any of their respective Affiliates of your principal place of employment to a location more than fifty (50) miles from your principal place of employment on the first day of employment, but excluding normal business travel consistent with your duties, responsibilities and position; provided, however that Employee Cause will not exist unless: (i) you have notified the General Partner in writing within 30 days of the date you become aware of the event that would constitute Employee Cause, with such notice setting forth such event in reasonable detail; (ii) the event must remain uncorrected by the General Partner, the Partnership or any of their respective Affiliates, as applicable, for 30 days following the receipt of such notice (the “Notice Period”); and (iii) you must actually terminate your employment within 30 days after the expiration of the Notice Period.