Any Other Reason. If the Optionee has a Termination of Employment for a reason other than those specified in [Sections 1(a)-(h)])] above, any Options vested on the date of the Optionee’s Termination of Employment may be exercised not later than the 90th day following the Optionee’s Termination of Employment (but not beyond the Expiration Date). All unvested Options shall be forfeited as of the date of Termination of Employment.

Cause and Good Reason. Unless otherwise defined in a written agreement between the Employee and the Company, for purposes of this Agreement the terms “Cause” and “Good Reason” shall have the following meanings:

By the Executive for Good Reason; By the Company Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause, death or Disability or the Executive terminates employment for Good Reason:

By the Company for any reason other than for Cause,

by the Company for any reason other than Cause, death or disability;

Termination of Service for Death, Disability or Retirement of Grantee or by the Company for Any Reason Other than Cause. Unless otherwise provided in the applicable Award Agreement, in the event the Grantee has a Termination of Service on account of his or her death, Disability or Retirement, or the Grantee has a Termination of Service by the Company for any reason other than Cause, all outstanding Phantom Shares granted to such Grantee shall become immediately vested.

Termination without Cause and not in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during the twelve (12)-month period immediately following a Change in Control, then, subject to [Section 4], Executive will receive the following severance benefits from the Company:

by ​ for any reason other than for Cause, or

Transfers Other Than in Accordance Herewith. No transfers of Units or any part thereof which is in violation of this [Article IX] shall be valid or effective, and the Partnership shall not recognize the same for the purposes of making allocations or distributions of profits, losses, return of Capital Contribution or other distribution with respect to such Units or part thereof. The Partnership may enforce this provision either directly or indirectly or through its agents by entering an appropriate stop-transfer order on its books or otherwise refusing to register or transfer or permit the registration or transfer on its books of any proposed transfers not in accordance with this [Article IX].

“Change of Control Termination” means, within twelve (12) months following a Change of Control, any termination of the Executive’s employment with the Company (or its successor) # by the Company (or its successor) for any reason other than Cause or # by the Executive for Good Reason.