Qualifying Offer. Means a bona fide offer to commence or continue employment with the General Partner, the Partnership or any applicable buyer or successor entity (or any affiliate thereof) that contains the following terms:(i) an annualized rate of base salary (as increased to incorporate the Employee's foreign service premium, if any) as in effect immediately prior to the Partnership Change in Control;(ii) a position that is substantially comparable or greater to the position in which the Employee served... immediately prior to the Partnership Change in Control and that would not reasonably be expected to result in the assignment to the Employee of duties materially inconsistent with his or her position immediately prior to the Partnership Change in Control or a material reduction or alteration in the nature of the Employee's duties or responsibilities from those in effect immediately prior to the Partnership Change in Control;(iii) employee benefits and short- and long-term incentive compensation opportunities that provide overall value in the aggregate that is comparable to the employee benefits and short- and long-term incentive compensation opportunities provided to the Employee immediately prior to the Partnership Change in Control; (iv) severance benefits in the event of an involuntary termination or an event constituting Good Reason during the first two years following the Partnership Change in Control that are at least comparable to the severance benefits described in Section 3 of this Plan; and(v) a location of employment that is within 50 miles of the location where the Employee was based immediately prior to the Partnership Change in Control.View More
