Average Contribution Percentage Tests. This Plan will be treated as meeting the actual contribution percentage test set forth in Code [Section 401(m)(2)] in each Plan Year with respect to which the Qualified Automatic Contribution Arrangement provisions of this Plan remain in effect.

Average Contribution Percentage Tests. This Plan will be treated as meeting the actual contribution percentage test set forth in Code [Section 401(m)(2)] in each Plan Year with respect to which the Qualified Automatic Contribution Arrangement provisions of this Plan remain in effect.

As to each Plan Year and unless the Employer has elected one of the safe harbors, as provided in [Section 3.13], the Actual Contribution Percentage for Highly Compensated Employees for the Plan Year must bear a relationship to the Actual Contribution Percentage for Non-Highly Compensated Employees for the Plan Year which satisfies either of the following Actual Contribution Percentage Tests:

means the percentage described in [Section 6.3(c)].

Percentage Points. A total of five (5) Percentage Points shall initially be reserved for issuance under the Plan. Such amount may be increased or decreased by the Committee in its sole discretion at any time (provided that such amount may not be decreased to less than the Percentage Points of outstanding issued awards). The Percentage Points reserved for issuance under the Plan shall not reduce the Team Portion. If any Percentage Points subject to an Award are forfeited, cancelled, exchanged or surrendered, the Percentage Points with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange or surrender, again be available for issuance under the Plan in the Committee’s sole discretion.

Achievement Percentage. Following the end of a Performance Period, the Achievement Percentage for a Performance Period will be determined by the Committee based on the Relative TSR for such Performance Period in accordance with the following table, with the Achievement Percentage determined using linear interpolation for Relative TSR performance between the threshold level and the target level or the target level and the maximum level. Notwithstanding the foregoing, in no event may the Achievement Percentage exceed 100% for each of the First Performance Period and the Second Performance Period.

Payout Percentage. The “Payout Percentage” will be calculated using the Payout Formula corresponding to the applicable Blended Attainment Range in the Payout Table. Any Payout Percentage that exceeds 150% or is less than 50% will require Exception Approval, as defined below.

Maximum Percentage. Notwithstanding anything to the contrary set forth herein, the Company shall not effect any conversion of Preferred Stock issued under the Plan, and no Participant shall have the right to convert any Preferred Stock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together with such Participant's affiliates) would have acquired, through conversion of such Preferred Stock or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 9.99% (the "Maximum Percentage") of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. The Company shall not give effect to any voting rights of such Preferred Stock, and any Participant shall not have the right to exercise voting rights with respect to any Preferred Stock pursuant hereto, to the extent that giving effect to such voting rights would result in such Participant (together with its affiliates) being deemed to beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, assuming such exercise as being equivalent to conversion. For purposes of the foregoing, the number of shares of Common Stock beneficially owned by a Participant and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon # conversion of the remaining, nonconverted shares of Preferred Stock beneficially owned by such Participant or any of its affiliates and # exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained in this [Section 6B(g)] beneficially owned by such Participant or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this [Section 6B(g)], beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this [Section 6B(g)], in determining the number of outstanding shares of Common Stock, a Participant may rely on the number of outstanding shares of Common Stock as reflected in # the Company's most recent Form 10-K, Form 10-Q, or Form 8-K, as the case may be, # a more recent public announcement by the Company, or # any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of any Participant, the Company shall within one (1) business day following the receipt of such notice, confirm orally and in writing to any such Participant the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Preferred Stock, by such Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Participant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that # any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and # any such increase or decrease will apply only to the Holder providing such written notice and not to any other Holder. In the event that the Company cannot pay any portion of any dividend, distribution, grant or issuance hereunder to a Participant solely by reason of this [Section 6B(g)] (such shares, the "Limited Shares"), notwithstanding anything to the contrary contained herein, the Company shall not be required to pay cash in lieu of the payment that otherwise would have been made in such Limited Shares, but shall hold any such Limited Shares in abeyance for such Holder until such time, if ever, that the delivery of such Limited Shares shall not cause the Participant to exceed the Maximum Percentage, at which time such Participant shall be delivered such Limited Shares to the extent as if there had been no such limitation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this [Section 6B(g)] to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Earned Percentage. Except as provided in Section 3(e) hereof, the Restricted Stock Units shall be earned based on achievement of the Milestone Metrics Earned Percentage, as determined from the relevant table below. For the avoidance of doubt, if the same Milestone Metric satisfies more than one level of performance as set forth in the table below during the Performance Period, the Milestone Metrics Earned Percentage for such Milestone Metric shall be determined using the greatest level of achievement.

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to give effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this [Section 4.5], the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either # as if the taxable year had ended on the date of the adjustment or # based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part of the year shall be based on the adjusted Percentage Interests.