Additional RSU Award. In addition to the Initial Equity Awards, subject to the approval of the Board (and/or a subcommittee thereof), and the Executive’s commencement of employment on the Effective Date, Holdings shall grant to the Executive an additional restricted stock unit award having an aggregate value of $2,000,000 (the “Additional RSU Award”), pursuant to the Plan. The number of shares of Holdings’ Class A common stock subject to the Additional RSU Award shall be determined by dividing $2,000,000 by the average closing share price over the last 20 trading days preceding the applicable grant date. Subject to the Executive’s continued employment with the Corporation through the applicable vesting date (except as set forth in Section 5.3(b) below), the Additional RSU Award shall vest as to 50% of the shares subject to the Additional RSU Award on the 15th day of the calendar month in which the first anniversary of the Effective Date occurs (or, if the first anniversary of the Effective Date occurs after the 15th of the month, on the 15th of the calendar month following the month in which the first anniversary of the Effective Date occurs), and as to one-eighth (1/8th) of the shares subject to the Additional RSU Award on each quarterly anniversary thereafter.
Additional RSU Award. On January 4, 2016, subject to Executive’s continued employment with the Company through the applicable grant date and approval by the Committee, the Company shall grant to Executive performance-vesting restricted stock units (“Additional RSU Award”) with respect to a number of shares of the Company’s common stock having a fair market value equal to $800,000, determined by dividing $800,000 by the closing price of the Company’s common stock on January 4, 2016. The Additional RSU Award shall vest in substantially equal installments on January 2 of calendar years 2017, 2018, 2019 and 2020, subject to Executive’s continued employment through the applicable vesting date and the Company’s attainment of positive Adjusted EBITDA over calendar year 2016. In addition, the Additional RSU Award shall vest in full upon a termination of Executive’s employment due to his death or Disability or due to a termination by the Company without Cause. Consistent with the foregoing, the terms and conditions of the Additional RSU Award, including the applicable vesting and share delivery conditions, shall be set forth in an Award Agreement to be entered into by the Company and Executive which shall evidence the grant of the Additional RSU award. The Additional RSU Award shall, subject to the provisions of this Section 1(b)(iii)(D), be governed in all respects by the terms of the applicable Award Agreement and the applicable equity incentive plan.
