to a participant's Performance Unit account when earnings exceed a threshold,
which was $2.00, $2.50 and $3.75 per Limited Partner Unit for the awards made
in 1994, 1995, and 1997, respectively. No awards were granted during 1996.
When earnings for a calendar year (exclusive of certain special items) exceed
the threshold, the excess amount is credited to the participant's Performance
Unit account. The balance in the account may be used to exercise Unit options
granted in connection with the Performance Units or may be withdrawn two years
after the underlying options expire, usually 10 years from the date of grant.
Under the agreement for such Unit options, the options become exercisable in
equal installments over periods of one, two, and three years from the date of
the grant. Options may also be exercised by normal means once vesting
requirements are met.
The following table provides information concerning the unit options
exercised by each of the Named Executive Officers during 1997 and the value of
unexercised unit options to the Named Executive Officers as of December 31,
1997. The value assigned to each unexercised, "in the money" option is based
on the positive spread between the exercise price of such option and the fair
market value of a Unit on December 31, 1997. The fair market value is the
average of the high and low prices of a Unit on that date as reported in The
Wall Street Journal. In assessing the value, it should be kept in mind that no
matter what theoretical value is placed on an option on a particular date, its
ultimate value will be dependent on the market value of the Partnership's Unit
price at a future date. The future value will depend in part on the efforts of
the Named Executive Officers to foster the future success of the Partnership
for the benefit of all Unitholders.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
NUMBER OF SECURITIES IN-THE MONEY
UNDERLYING UNEXERCISED OPTIONS/SARS
SHARES OPTIONS/SARS AT FY-END AT FY-END ($)
ACQUIRED ON VALUE (#) EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED($) UNEXERCISABLE (1) UNEXERCISABLE
- ---- ------------ ----------- ----------------- -------------
<S> <C> <C> <C> <C>
Mr. Thacker (2)(4) ....... 2,469 $36,139 12,279/4,400 $292,010/$40,288
Mr. Leonard (3) .......... -- -- 4,414/2,333 $109,660/$57,960
Mr. Ruth (3) ............. 322 $5,055 3,817/2,333 $94,829/$57,960
Mr. Cunningham (3) ....... 322 $5,055 3,280/2,333 $81,488/$57,960
Mr. Langley (3) .......... 2,000 $34,672 1,667/2,333 $41,415/$57,960
Mr. Harper (3) ........... 822 $16,268 3,592/2,333 $89,239/$57,960
Mr. Hagan (4) ........... -- -- 0/1,150 $0/$10,530
(1) Future exercisability of currently unexercisable options depends on
the grantee remaining employed by the Company throughout the vesting
period of the options, subject to provisions applicable at retirement,
death, or total disability.
(2) On January 17, 1994, Mr. Thacker was granted options to purchase
20,000 Units under the terms of the 1994 LTIP at an exercise price of
$28.6875 per Unit, which was the fair market value of a Unit on the
date of grant. Mr. Thacker also received 40,000 Performance Units
(see discussion above).
(3) On January 16, 1995, Messrs. Leonard, Ruth, Cunningham, Langley and
Harper were each granted options to purchase 7,000 Units under the
terms of the 1994 LTIP at an exercise price of $27.625 per Unit, which
was the fair market value of a Unit on the date of grant. Messrs.
Leonard, Ruth, Cunningham, Langley and Harper also received 7,000
Performance Units (see discussion above).
(4) On January 17, 1997, Mr. Thacker and Mr. Hagan were each granted
options to purchase 4,400 Units and 1,150 Units, respectively, under
the terms of the 1994 LTIP at an exercise price of $43.3125 per Unit,