EXHIBIT 99
ALLIANCE CAPITAL MANAGEMENT L.P.
ANNUAL ELECTIVE DEFERRAL PLAN
Effective October 27, 2000
Purpose
The purpose of this Plan is to provide specified benefits to a select group
of management or highly compensated Employees who contribute materially to the
continued growth, development and future business success of Alliance Capital
Management L.P. and its subsidiaries.
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions. For purposes of this Plan, unless otherwise
clearly apparent from the context, the following phrases or terms shall have the
following indicated meanings:
"Account Balance" means, at any given time, the sum of the Units
credited to a Participant's Plan Account which have become vested in accordance
with Section 3.06, as adjusted to reflect any prior distributions from the
Participant's Plan Account.
"Annual Bonus" means the bonus payable to an Employee in respect of a
fiscal year of the Company under an annual bonus plan of the Company or a
subsidiary.
"Beneficiary" means one or more persons, trusts, estates or other
entities, designated in accordance with Article 6, that are entitled to receive
benefits under this Plan upon the death of a Participant.
"Beneficiary Designation Form" means the form established from time to
time by the Committee that a Participant completes, signs and returns to the
Committee to designate one or more Beneficiaries.
"Claimant" shall have the meaning set forth in Article 9.
"Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time.
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"Committee" means the committee designated to administer the Plan in
accordance with Section 8.01.
"Company" means Alliance Capital Management L.P. and any successor
to all or substantially all of its assets or business.
"Company Matching Contribution" shall have the meaning set forth in
Section 3.02.
"Deferral Election" means an Eligible Employee's election to defer a
portion of his or her Annual Bonus or Year End Commission Payments, which
election is made in accordance with Section 3.01.
"Deferral Election Date" means September 30 of each year, except that
for the year 2000 the Deferral Election Date shall be November 15, 2000.
"Disability" shall mean, with respect to a Participant, a good faith
determination by the Committee that the Participant is physically or mentally
incapacitated and has been unable for a period of six consecutive months to
perform substantially all of the duties for which the Participant was
responsible immediately before the commencement of the incapacity. In order to
assist the Committee in making such a determination and as reasonably requested
by the Committee, a Participant will (1) make himself or herself available for
medical examination by one or more physicians chosen by the Committee and
approved by the Participant, whose approval shall not be unreasonably withheld,
(2) grant the Committee and any such physicians access to all relevant medical
information relating to the Participant, (3) arrange to furnish copies of
medical records to the Committee and such physicians, and (4) use his or her
best efforts to cause the Participant's own physicians to be available to
discuss the Participant's health with the Committee and its chosen physicians.
"Election Form" means the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to
make an election under the Plan.
"Elective Deferral" means the amount deferred by a Participant pursuant
to a Deferral Election, in accordance with Section 3.01.
"Eligible Employee" shall have the meaning set forth in Section
3.01(a).
"Employee" means a person who is an employee of any Employer.
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"Employer" means the Company or any of its subsidiaries (now in
existence or hereafter formed or acquired) which have adopted the Plan with the
approval of the Executive Committee.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.
"Executive Committee" means the Executive Committee of Alliance.
"Participant" means an Eligible Employee who has made an effective
Deferral Election as set forth in Section 3.01. A spouse or former spouse of a
Participant shall not be treated as a Participant in the Plan or have an account
balance under the Plan, even if he or she has an interest in the Participant's
benefits under the Plan as a result of applicable law or property settlements
resulting from legal separation or divorce.
"Partners Plan" means the Amended and Restated Alliance Partners
Compensation Plan, as the same may be amended from time to time.
"Plan" means the Alliance Capital Management L.P. Annual Elective
Deferral Plan, which shall be evidenced by this instrument and by each Plan
Agreement, as they may be amended from time to time.
"Plan Account" means the bookkeeping account established under the Plan
in the name of a Participant which reflects the balance of the Participant's
Deferral Elections and Company Matching Contributions.
"Plan Agreement" means a written agreement, as may be amended from time
to time, which is entered into by and between an Employer and a Participant in
connection with a Deferral Election submitted by the Participant.
"Retirement" means a Participant's Termination of Employment occurring
after the Participant has attained age 62.
"Termination of Employment" means a termination of a Participant's
employment with the Company and each of its affiliates.
"Unforeseeable Financial Emergency" means an unanticipated emergency
that is caused by an event beyond the control of the Participant that would
result in severe financial hardship to the Participant resulting from (i) a
sudden and unexpected illness or accident of the Participant or a dependent of
the Participant, (ii) a loss of the Participant's property due to casualty, or
(iii) such other extraordinary and unforeseeable circumstances arising as a
result of events
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beyond the control of the Participant, all as determined in the sole discretion
of the Committee.
"Unit" means a unit representing the assignment of beneficial ownership
of a limited partnership interest in Alliance Capital Management Holding L.P.
"Year End Commission Payments" means the commission compensation paid
to an Eligible Employee during or following the fourth quarter of the Company's
fiscal year in respect of such fourth quarter or in respect of the whole of such
fiscal year.
ARTICLE 2
ELIGIBILITY
SECTION 2.01. Eligibility. Unless the Committee determines otherwise, in
its sole discretion, each individual who is an Employee as of a Deferral
Election Date and received an award under the Partners Plan as of the last award
date under the Partners Plan occurring prior to such Deferral Election Date
(each, an "Eligible Employee") shall be eligible to make a Deferral Election as
of that Deferral Election Date and such Deferral Election will be honored,
provided that the individual continues to be an Employee as of the date that the
amounts elected to be deferred are otherwise payable.
ARTICLE 3
DEFERRAL ELECTIONS AND COMPANY MATCH
SECTION 3.01. Participant Deferrals.
(a) Deferral Election. An Eligible Employee may elect to defer a portion of
his or her Annual Bonus or Year End Commission Payments as provided under the
Plan. The Eligible Employee shall make such an election by completing and
submitting a Plan Agreement and Election Form prior to the relevant Deferral
Election Date. The Committee may establish from time to time such other
prerequisites to the effectiveness of an Eligible Employee's deferral election
as it determines, in its sole discretion, are necessary or appropriate.
(b) Deferral Amount. The portion of an Eligible Employee's Annual Bonus
or Year End Commission Payments for a particular year that the Eligible
Employee may defer under the Plan shall be set forth in the Eligible Employee's
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Deferral Election, expressed as an amount equal to a selected percentage of the
Eligible Employee's Partners Plan award for that year. Such percentage shall be
expressed in 10% increments, from a minimum of 10% to a maximum of 50% of the
Eligible Employee's Partners Plan award for that year; provided, however, that
the Committee may, in its sole discretion, reduce the maximum percentage below
50% for any year and, if so reduced, may increase such percentage in any later
year, but in no event above 50%. The amount deferred by a Participant shall be
the Participant's "Elective Deferral". Such Elective Deferral shall be credited
to the Participant under the Plan as of the date such amount would otherwise
have been paid to the Participant absent the Participant's Deferral Election.
SECTION 3.02. Company Match. As of the date that a Participant is credited
with an Elective Deferral, the Participant shall also be credited with an
additional amount (the "Company Matching Contribution") equal to 20% of the
Participant's Elective Deferral; provided, however, that the Committee may, in
its sole discretion, reduce the percentage of the Company Matching Contribution
below 20% for any year and, if so reduced, may increase such percentage in any
later year, but in no event above 20%.
SECTION 3.03. Conversion to Units. All Elective Deferrals and related
Company Matching Contributions shall be converted into Units as soon as
practicable after such amounts are credited to a Participant. The price per Unit
used for such conversion shall be based on:
(i) For Units purchased from one or more holders of outstanding
Units, the cost paid by the Company for such Units as
determined pursuant to the purchase and pricing methodologies
generally used under the Partners Plan, reduced, at the
discretion of the Committee, by the applicable commissions and
purchase transaction fees; and
(ii) For Units newly issued and acquired directly from Holding, a
price equal to the average regular session closing price of
the Units reflected on the NYSE composite tape for the
December 31 following the relevant Deferral Election Date (or,
if such date is not a trading day on the NYSE, then the last
preceding trading day).
SECTION 3.04. Distributions on Units. Any quarterly or special distribution
paid with respect to Units credited to a Participant shall also be credited to
the Participant and shall be converted into additional Units at such intervals
as may be established by the Committee, but in any event no less frequently than
annually. The price per Unit used for such conversion shall be based on:
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(i) For Units purchased from one or more holders of outstanding
Units, the cost paid by the Company for such Units as
determined pursuant to the purchase and pricing methodologies
generally used under the Partners Plan, reduced, at the
discretion of the Committee, by the applicable commissions and
purchase transaction fees; and
(ii) For Units newly issued and acquired directly from Holding, a
price equal to the average regular session closing price of
the Units reflected on the NYSE composite tape for the date
such distributions are paid.
SECTION 3.05. Participant Accounts. As of the date that a Participant is
credited with cash amounts in respect of an Elective Deferral, Company Matching
Contribution or any distribution on Units credited to the Participant, those
amounts shall be posted to a bookkeeping account established under the Plan in
the name of the Participant (a "Plan Account"). As of the date that any such
amounts are converted into Units, the Participant's Plan Account shall be
amended to reflect such conversion to Units.
SECTION 3.06. Vesting.
(a) Elective Deferrals. All Elective Deferrals made by a Participant, and
all distributions credited with respect to Units into which such Elective
Deferrals have been converted, shall be 100% vested and non-forfeitable from and
after the date such Elective Deferrals and distributions are credited to the
Participant.
(b) Company Match. A Participant shall become vested in each Company
Matching Contribution credited to the Participant, and all distributions
credited with respect to Units into which such Company Matching Contribution has
been converted, in installments of one-third of the amount of such Company
Matching Contribution and such distributions as of December 31 of each of the
first, second and third years following the year of the Deferral Election to
which the Company Matching Contribution relates, provided that the Participant
remains in the employ of the Company or an affiliate as of each such December
31, except that the entire amount of all Company Matching Contributions and
related distributions credited to a Participant will fully vest upon the
Participant's death, Disability or attainment of age 62, prior to the
Participant's Termination of Employment. In the event of a Participant's
Termination of Employment prior to age 62 other than due to death or Disability,
to the extent that any portion of any Company Matching Contribution and related
distributions credited to the Participant is not vested as of the date of the
Participant's Termination of Employment, such unvested portion shall be
forfeited by the Participant. Notwithstanding the foregoing, the Committee may,
in its sole discretion, vary or
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amend the vesting with respect to any Company Matching Contribution and
distributions relating thereto credited to a Participant.
ARTICLE 4
DISTRIBUTIONS
SECTION 4.01. Distribution Elections. At the time a Participant submits
a Deferral Election, the Participant shall indicate in such Deferral Election
the time and method of distribution for the amounts covered by Deferral Election
and the Company Matching Contribution relating to such amounts.
SECTION 4.02. Timing of Distributions. The Deferral Election shall
allow a Participant to elect to receive payment of an Elective Deferral and the
related Company Matching Contribution commencing as of:
(i) a stated date at least 3 years after the relevant Deferral Election
Date;
(ii) the date of the Participant's Termination of Employment;
(iii) the date of the Participant's Retirement; or
(iv) the earliest to occur of (i), (ii) or (iii) above.
The distribution election set forth in a Participant's Deferral
Election shall be irrevocable as to the amounts covered by such election;
provided, however, that at the sole discretion of the Committee a Participant
may be permitted to amend a distribution election to extend the deferral of such
amounts if such amendment is made at least one year prior to the scheduled
distribution commencement date for such amounts and the amendment defers
commencement of such distribution for at least three years beyond the scheduled
distribution commencement date.
If, with respect to amounts covered by a Deferral Election of a
Participant, the Participant has failed to elect a distribution commencement
date or there exists any ambiguity as to the distribution commencement date
elected by the Participant, the Committee may commence distribution of such
amounts (including the relevant vested Company Matching Contribution) shall be
the earlier of the date of the Participant's Termination of Employment or the
third anniversary of the relevant Deferral Election Date, unless determined
otherwise by the Committee, in its sole discretion.
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SECTION 4.03. Method of Payment. The Deferral Election shall allow a
Participant to elect to receive payment of an Elective Deferral and the related
Company Matching Contribution in:
(i) a single lump sum payment; or
(ii) substantially equal annual installments paid over a period of up to
10 years, as elected by the Participant.
If, with respect to amounts covered by a Deferral Election of a
Participant, the Participant has failed to elect a method of payment or there
exists any ambiguity as to the method of payment elected by the Participant, the
method of payment for such amounts (including the relevant vested Company
Matching Contribution) shall be lump sum, unless determined otherwise by the
Committee, in its sole discretion.
SECTION 4.04. Form of Distributions. All distributions shall be paid
in-kind in the form of Units.
ARTICLE 5
UNFORESEEABLE FINANCIAL EMERGENCIES: WITHDRAWAL ELECTION
SECTION 5.01. Early Payout/Suspensions for Unforeseeable Financial
Emergencies. If the Participant experiences an Unforeseeable Financial
Emergency, the Participant may petition the Committee to (i) suspend any
deferrals required to be made under a Deferral Election submitted by the
Participant and/or (ii) receive a partial or full payout of the Participant's
Account Balance. The Committee shall determine, in its sole discretion, the
amounts which may be paid out; provided, however, that the payout shall not
exceed the lesser of the Participant's Account Balance, or the amount reasonably
needed to satisfy the Unforeseeable Financial Emergency.
SECTION 5.02. Withdrawal Election. A Participant (or, after the
Participant's death, his or her Beneficiary) may elect, at any time, to withdraw
all of his or her Account Balance, less a withdrawal penalty equal to 10% of
such amount (the net amount shall be referred to as the "Withdrawal Amount").
This election can be made at any time before or after Retirement, Disability,
death or Termination of Employment, and whether or not the Participant (or
Beneficiary) is in the process of being paid pursuant to an installment payment
schedule. No partial withdrawals of the Withdrawal Amount shall be allowed. The
Participant (or his or her Beneficiary) shall make this election by giving the
Committee advance written notice of the election in a form determined from time
to time by
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the Committee. Once the Withdrawal Amount is paid, the Participant's
participation in the Plan shall terminate and the Participant shall not be
eligible to participate in the Plan in the future.
ARTICLE 6
BENEFICIARY DESIGNATION
SECTION 6.01. Beneficiary. Each Participant shall have the right, at
any time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive the Participant's Account Balance in the event of the
Participant's death. The Beneficiary designated under this Plan may be the same
as or different from the Beneficiary designation under any other plan of an
Employer in which the Participant participates.
SECTION 6.02. Beneficiary Designation. A Participant shall designate
his or her Beneficiary by completing and signing the Beneficiary Designation
Form, and returning it to the Committee. A Participant shall have the right to
change a Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Committee's rules and
procedures, as in effect from time to time. Upon the acceptance by the Committee
of a new Beneficiary Designation Form, all Beneficiary designations previously
filed shall be canceled. The Committee shall be entitled to rely on the last
Beneficiary Designation Form filed by the Participant and accepted by the
Committee prior to his or her death.
SECTION 6.03. Acknowledgment. No designation or change in
designation of a Beneficiary shall be effective until received, accepted and
acknowledged in writing by the Committee or its designated agent.
SECTION 6.04. No Beneficiary Designation. If a Participant fails to
designate a Beneficiary by way of a properly completed Beneficiary Designation
Form acknowledged by the Committee or if all designated Beneficiaries predecease
the Participant or die prior to complete distribution of the Participant's
Account Balance, then the Participant's designated Beneficiary shall be deemed
to be the Participant's estate.
SECTION 6.05. Doubt as to Beneficiary. If the Committee has any doubt '
as to the proper Beneficiary to receive payments pursuant to this Plan, the
Committee shall have the right, exercisable in its discretion, to withhold such
payments until this matter is resolved to the Committee's satisfaction.
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SECTION 6.06. Discharge of Obligations. The payment of benefits under
the Plan to a Beneficiary shall fully and completely discharge all Employers and
the Committee from all further obligations under this Plan with respect to the
Participant, and that Participant's Plan Agreement shall terminate upon such
full payment of benefits.
ARTICLE 7
TERMINATION, AMENDMENT OR MODIFICATION
SECTION 7.01. Termination. The Company reserves the right to terminate
the Plan at any time and each Employer reserves the right to discontinue its
sponsorship of the Plan, at any time, with respect to its participating
Employees. Accordingly, there is no guarantee that the Company will not
terminate the Plan or that an Employer will not discontinue its sponsorship of
the Plan at any time in the future. If the Plan is terminated or an Employer
ceases to sponsor the Plan, unless otherwise provided by the Committee, the Plan
Agreements of the affected Participants shall terminate and their Account
Balances, determined as if they had experienced a Termination of Employment on
the date of such termination or cessation of sponsorship, or if such termination
or cessation of sponsorship occurs after the date upon which a Participant was
eligible for Retirement, then with respect to that Participant as if he or she
had taken Retirement on the date of such termination or cessation of
sponsorship, shall be paid to the Participants in a lump sum; provided, however,
that in the sole discretion of the Committee the Account Balances of all
affected Participants or of such Participants selected by the Committee may be
paid (i) in accordance with the applicable Deferral Elections or (ii) in annual
installments for a period of time designated by the Committee, provided that no
amounts will be deferred beyond the payment time designated in an applicable
Deferral Election.
SECTION 7.02. Amendment. The Company may, at any time, amend or
modify the Plan in whole or in part with respect to any or all Participants or
Employers by the actions of the Executive Committee.
ARTICLE 8
ADMINISTRATION
SECTION 8.01. Committee Duties. This Plan shall be administered by the
Executive Committee or such other committee as the Executive Committee shall
appoint (the "Committee"). Members of the Committee may be Participants
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under this Plan. The Committee shall also have the discretion and authority to
(i) make, amend, interpret, and enforce all appropriate rules and regulations
for the administration of this Plan and (ii) decide or resolve any and all
questions including interpretations of this Plan, as may arise in connection
with the Plan. Any individual serving on the Committee who is a Participant
shall not vote or act on any matter relating solely to himself or herself. When
making a determination or calculation, the Committee shall be entitled to rely
on information furnished by a Participant or the Company.
SECTION 8.02. Binding Effect of Decisions. The decision or action of
the Committee with respect to any question arising out of or in connection with
the administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon
all persons having any interest in the Plan.
SECTION 8.03. Agents. In the administration of the Plan, the Committee
may, from time to time, engage agents and delegate to them such administrative
duties as it sees fit (including acting through one or more duly appointed
representatives). Any act performed by a properly appointed agent and within the
authority delegated to such agent by the Committee shall be deemed an act of the
Committee.
SECTION 8.04. Indemnity of Committee and Agents. All Employers shall
indemnify and hold harmless the members of the Committee, and any agent to whom
duties of the Committee may be delegated, against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to act with
respect to this Plan, except in the case of willful misconduct by the Committee
or any of its members or any such agent.
ARTICLE 9
CLAIMS PROCEDURES
SECTION 9.01. Presentation of Claim. Any Participant or Beneficiary of
a deceased Participant (such Participant or Beneficiary being referred to below
as a "Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant from
the Plan. If such a claim relates to the contents of a notice received by the
Claimant, the claim must be made within 60 days after such notice was received
by the Claimant. The claim must state with particularity the determination
desired by the Claimant. All other claims must be made within 180 days of the
date on which the event that caused the claim to arise occurred. The claim must
state with particularity the determination desired by the Claimant.
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SECTION 9.02. Notification of Decision. The Committee shall consider a
Claimant's claim within a reasonable time, and shall notify the Claimant in
writing:
(a) that the Claimant's requested determination has been made, and that the
claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in whole or in
part, to the Claimant's requested determination, and such notice must set forth
in a manner calculated to be understood by the Claimant:
(i) the specific reason(s) for the denial of the claim, or any part of it:
(ii) specific reference(s) to pertinent provisions of the Plan upon which
such denial was based:
(iii) a description of any additional material or information necessary for
the Claimant to perfect the claim, and an explanation of why such
material or information is necessary: and
(iv) an explanation of the claim review procedure set forth in Section 9.03
below.
SECTION 9.03. Review of a Denied Claim. Within 60 days after receiving
a notice from the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant's duly authorized representative) may file with the
Committee a written request for a review of the denial of the claim. Thereafter,
but not later than 30 days after the review procedure began, the Claimant (or
the Claimant's duly authorized representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents and/or
(c) may request a hearing, which the Committee, in its sole discretion,
may grant.
SECTION 9.04. Decision on Review. The Committee shall render its
decision on review promptly, and not later than 60 days after the filing of a
written request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the Committee's
decision must be rendered within 120 days after such date. Such decision must be
written in a manner calculated to be understood by the Claimant, and it must
contain:
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(a) specific reasons for the decision:
(b) specific reference(s) to the pertinent Plan provisions upon which the
decision was based; and
(c) such other matters as the Committee deems relevant.
SECTION 9.05. Legal Action. A Claimant's compliance with the foregoing
provisions of this Article 9 is a mandatory prerequisite to a Claimant's right
to commence any legal action with respect to any claim for benefits under this
Plan.
ARTICLE 10
MISCELLANEOUS
SECTION 10.01. Status of Plan. The Plan is intended to be a plan that
is not qualified within the meaning of Code Section 401(a) and that "is unfunded
and is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employee"
within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan
shall be administered and interpreted to the extent possible in a manner
consistent with that intent. All Plan Accounts and all credits and other
adjustments to such Plan Accounts shall be bookkeeping entries only and shall be
utilized solely as a device for the measurement and determination of amounts to
be paid under the Plan. No Plan Accounts, credits or other adjustments under the
Plan shall be interpreted as an indication that any benefits under the Plan are
in any way funded.
SECTION 10.02. Unsecured General Creditor. Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interests or claims in any property or assets of an Employer. For
purposes of the payment of benefits under this Plan, any and all of an
Employer's, assets, shall be, and remain, the general, unpledged unrestricted
assets of the Employer. An Employer's obligation under the Plan shall be merely
that of an unfunded and unsecured promise to pay money in the future.
SECTION 10.03. Employer's Liability. An Employer's liability for the
payment of benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An Employer shall have no
obligation to a Participant under the Plan except as expressly provided in the
Plan and his or her Plan Agreement.
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SECTION 10.04. Nonassignability. Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable hereunder, or
any part thereof, which are, and all rights to which are expressly declared to
be, unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure, attachment, garnishment or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise.
SECTION 10.05. Not a Contract of Employment. The terms and conditions
of this Plan shall not be deemed to constitute a contract of employment between
any Employer and the Participant. Such employment is hereby acknowledged to be
an "at will" employment relationship that can be terminated at any time for any
reason, or no reason, with or without cause, and with or without notice, except
as otherwise provided in a written employment agreement. Nothing in this Plan
shall be deemed to give a Participant the right to be retained in the service of
any Employer as an Employee or to interfere with the right of any Employer to
discipline or discharge the Participant at any time.
SECTION 10.06. No Guarantee of Bonus, Commissions or Partners Plan
Awards. Nothing in this Plan is intended or should be construed as a guarantee
or assurance that any Employee will receive any amounts in respect of a Bonus or
Year End Commission Payments or any award under the Partners Plan, and all such
entitlements remain in the sole discretion of the Company or the Employee's
Employer.
SECTION 10.07. Captions. The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.
SECTION 10.08. Governing Law. Subject to ERISA, the provisions of this
Plan shall be construed and interpreted according to the internal laws of the
State of New York without regard to its conflicts of laws principles.
SECTION 10.09. Notice. Any notice or filing required or permitted to be
given to the Committee under this Plan shall be sufficient if in writing and
hand- delivered, or sent by registered or certified mail, to the address below:
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY 10105
Attn: General Counsel
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Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.
Any notice or filing required or permitted to be given to a Participant under
this Plan shall be sufficient if in writing and hand-delivered, or sent by mail,
to the last known address of the Participant.
SECTION 10.10. Binding Effect. The provisions of this Plan shall bind
and inure to the benefit of the Participant's Employer and its successors and
assigns and the Participant and the Participant's designated Beneficiaries.
SECTION 10.11. Spouse's Interest. The interest in the benefits hereunder of
a spouse of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by such
spouse in any manner, including but not limited to such spouse's will, nor shall
such interest pass under the laws of intestate succession.
SECTION 10.12. Validity. In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and enforced
as if such illegal or invalid provision had never been inserted herein.
SECTION 10.13. Incompetent. If the Committee determines in its discretion
that a benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that
person's property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. The Committee may require proof of
minority, incompetence, incapacity or guardianship, as it may deem appropriate
prior to distribution of the benefit. Any payment of a benefit shall be a
payment for the account of the Participant and the Participant's Beneficiary, as
the case may be, and shall be a complete discharge of any liability under the
Plan for such payment amount.
SECTION 10.14. Court Orders. The Committee is authorized to make any
payments directed by court order in any action in which the Plan or the
Committee has been named as a party. In addition, if a court determines that a
spouse or former spouse of a Participant has an interest in the Participant's
benefits under the Plan in connection with a property settlement or otherwise,
the Committee, in its sole discretion, shall have the right, notwithstanding any
election made by a Participant, to immediately distribute the spouse's or former
spouse's interest to that spouse or former spouse.
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