Common use of Catch-Up Vesting Clause in Contracts

Catch-Up Vesting. Except as provided below, the Performance Option subject to EBITDA Vesting which would otherwise fail to become vested and exercisable in accordance with Section 2.2(a)(i) shall be eligible for vesting in accordance with this Section 2.2(b). If EBITDA for the Applicable Year is less than the EBITDA Target for such Applicable Year but at least 90% of the EBITDA Target for such Applicable Year (the “EBITDA Missed Year”), that portion of the Performance Option that was subject to EBITDA Vesting with respect to the EBITDA Missed Year shall become exercisable on the June 30 following the first Fiscal Year or second Fiscal Year thereafter, (or in the event the EBITDA Missed Year is Fiscal Year 2016, June 30, 2017) (any such year, the “EBITDA Cumulative Catch Up Year”) if, on such date (or, if the audited financial statements for the Company have not been finalized by such date, within 30 days thereafter), the Administrator determines that in the EBITDA Cumulative Catch Up Year: (i) EBITDA equals or exceeds the EBITDA Target for the EBITDA Cumulative Catch Up Year; and (ii) the Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for the EBITDA Cumulative Catch Up Year, and any Performance Option subject to EBITDA Vesting that does not vest as of June 30 of the Fiscal Year after the final EBITDA Cumulative Catch Up Year with respect to such Option shall terminate and shall not become exercisable.

Catch-Up Vesting. Except as provided below, the Performance Option subject to EBITDA Vesting which would otherwise fail to become vested and exercisable in accordance with Section 2.2(a)(i) shall be eligible for vesting in accordance with this Section 2.2(b). If EBITDA for the Applicable Year is less than the EBITDA Target for such Applicable Year but at least 90% of the EBITDA Target for such Applicable Year (the “EBITDA Missed Year”), that portion of the Performance Option that was subject to EBITDA Vesting with respect to the EBITDA Missed Year shall become exercisable on the June 30 following the first Fiscal Year or second Fiscal Year thereafter, (or in the event the EBITDA Missed Year is Fiscal Year 201620_____ [last vesting date], June 30, 201720_____ [one-year anniversary of the last vesting date]) (any such year, the “EBITDA Cumulative Catch Up Year”) if, on such date (or, if the audited financial statements for the Company have not been finalized by such date, within 30 days thereafter), the Administrator determines that in the EBITDA Cumulative Catch Up Year: (i) EBITDA equals or exceeds the EBITDA Target for the EBITDA Cumulative Catch Up Year; and (ii) the Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for the EBITDA Cumulative Catch Up Year, and any Performance Option subject to EBITDA Vesting that does not vest as of June 30 of the Fiscal Year after the final EBITDA Cumulative Catch Up Year with respect to such Option shall terminate and shall not become exercisable.

Catch-Up Vesting. Except as provided belowIf, in respect of any fiscal year 2011-2013, Adjusted EBITDA is at least equal to the Level II Target for such year and the Cumulative Adjusted EBITDA for such fiscal year is at least equal to the Cumulative Level II Target for such year (each such fiscal year, a “Catch-Up Year”), then the portion, if any, of the Installment for the immediately preceding fiscal year that did not become Vested pursuant to Section 2(b) (such portion, the Performance Option subject to EBITDA Vesting which would otherwise fail to become vested and exercisable in accordance with Section 2.2(a)(i) “Missed Portion”), shall be eligible for vesting to become Vested in accordance with this Section 2.2(b2(c). If To the extent that the Level II Target for the relevant Catch-Up Year is exceeded but the Level III Target is not achieved, the amount, in dollars, by which Adjusted EBITDA for such fiscal year exceeds the Level II Target for that fiscal year shall be added to the Adjusted EBITDA for the Applicable Year is less than immediately preceding fiscal year for purposes of determining the EBITDA Target for such Applicable Year but at least 90% of the EBITDA Target for such Applicable Year (the “EBITDA Missed Year”), that portion of the Performance Option Missed Portion (if any) that was subject shall become Vested as of the Measurement Date for the Catch-Up Year. To the extent that the Level III Target for the relevant Catch-Up Year is exceeded, the amount, in dollars, by which Adjusted EBITDA for such fiscal year exceeds the Level III Target 1 For employees who are not parties to employment agreements, insert “Plan”. for that fiscal year shall be added to the Adjusted EBITDA Vesting for the immediately preceding fiscal year for purposes of determining the Missed Portion (if any) that shall become Vested as of the Measurement Date for the Catch-Up Year. To the extent the addition to Adjusted EBITDA for the immediately preceding fiscal year of any amount determined in accordance with this Section 2(c) would result in the satisfaction of one or more Targets that had not been satisfied under Section 2(b) with respect to the EBITDA Missed Year shall become exercisable on the June 30 following the first Fiscal Year or second Fiscal Year thereafter, (or in the event the EBITDA Missed Year is Fiscal Year 2016, June 30, 2017) (any such immediately preceding fiscal year, the “EBITDA Cumulative Catch Missed Portion (or portion thereof) that would have Vested if such Target(s) had been met for such fiscal year shall Vest as of the Measurement Date for the Catch-Up Year”) if, on such date (or, if the audited financial statements for the Company have not been finalized by such date, within 30 days thereafter), the Administrator determines that in the EBITDA Cumulative Catch Up Year: (i) EBITDA equals or exceeds the EBITDA Target for the EBITDA Cumulative Catch Up Year; and (ii) the Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for the EBITDA Cumulative Catch Up Year, and any Performance Option subject to EBITDA Vesting that does not vest as of June 30 of the Fiscal Year after the final EBITDA Cumulative Catch Up Year with respect to such Option shall terminate and shall not become exercisable.

Catch-Up Vesting. Except as provided belowNotwithstanding the foregoing, the Performance Option subject to EBITDA Vesting Options which would otherwise fail to become vested and exercisable in accordance with Section 2.2(a)(i2.1(b)(i) shall otherwise be eligible for vesting to become vested in accordance with this Section 2.2(b). 2.1(b)(ii) as follows: (A) If the EBITDA for a Fiscal Year exceeds 100% of the Applicable Year is less than the applicable EBITDA Target for such Applicable Year but at least 90% of the EBITDA Target for such Applicable Fiscal Year (the an “EBITDA Missed Excess Fiscal Year”), that such excess amount (the “Excess Amount”) shall be available to be added to the EBITDA of any Fiscal Year prior to such Excess Fiscal Year in which EBITDA did not equal or exceed 100% of the applicable EBITDA Target (an “Eligible Fiscal Year”). The application of the Excess Amount (together with any Excess Amounts from any prior Excess Fiscal Years) shall commence with the first Eligible Fiscal Year until the EBITDA for such Eligible Fiscal Year equals 100% of the applicable EBITDA Target. Once the EBITDA for the first Eligible Fiscal Year equals 100% of the applicable EBITDA Target, any remaining Excess Amount (together with any remaining Excess Amounts from any prior Excess Fiscal Years) may then be applied to the next Eligible Fiscal Year in the same manner, and so on with respect to subsequent Eligible Fiscal Years, but in each case only for any Eligible Fiscal Year prior to the Excess Fiscal Year to which the Excess Amount relates. To the extent the application of such Excess Amounts causes an Eligible Fiscal Year to meet or exceed 88% of the applicable EBITDA Target, the portion of the Performance Option Options that was subject to EBITDA Vesting with respect to the EBITDA Missed Year shall become exercisable on the June 30 following the first Fiscal Year or second Fiscal Year thereafter, (or in the event the EBITDA Missed Year is Fiscal Year 2016, June 30, 2017) (any such year, the “EBITDA Cumulative Catch Up Year”) if, on such date (or, if the audited financial statements for the Company would have not been finalized by such date, within 30 days thereafter), the Administrator determines that in the EBITDA Cumulative Catch Up Year: (i) EBITDA equals or exceeds the EBITDA Target for the EBITDA Cumulative Catch Up Year; and (ii) the Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for the EBITDA Cumulative Catch Up Year, and any Performance Option subject to EBITDA Vesting that does not vest as of June 30 of the Fiscal Year after the final EBITDA Cumulative Catch Up Year vested with respect to such Option Eligible Fiscal Year shall terminate and vest as of the date on which the current tranche of Performance Options for the Excess Fiscal Year vest in accordance with Section 2.1(b)(i). Notwithstanding the foregoing, for the avoidance of doubt, in no event shall not become exercisableany Excess Amount with respect to any Excess Fiscal Year be applied to any Fiscal Year subsequent to such Excess Fiscal Year. (B) Notwithstanding anything to the contrary in this Section 2.1(b)(ii), in no event shall more than 20% of the Performance Options vest with respect to any Fiscal Year as a result of this Section 2.1(b)(ii).

Catch-Up Vesting. Except as provided below, the Performance Option subject to EBITDA Vesting Options which would otherwise fail to become vested and exercisable in accordance with Section 2.2(a)(i2.2(a) shall be eligible for vesting in accordance with this Section 2.2(b). . (i) If EBITDA for the Applicable Year is less than the EBITDA Target for through the end of such Applicable Year but at least 90% of the EBITDA Target for through the end of such Applicable Year (the “EBITDA Missed Year”), that portion of the Performance Option Options that was subject to EBITDA Vesting with respect to the EBITDA Missed Year shall become exercisable on the June 30 following last day of the first Fiscal Year or second Fiscal Year thereafter, (or in the event following the EBITDA Missed Year is Fiscal Year 2016, June 30, 2017) (any such year, the “EBITDA Cumulative Catch Up Year”) if, on such date (or, if the audited financial statements for the Company have not been finalized by such date, or within 30 120 days thereafter), the Administrator determines that in the EBITDA Cumulative Catch Up Year: (iA) EBITDA equals or exceeds the EBITDA Target for the EBITDA Cumulative Catch Up Year; and (iiB) the Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for the EBITDA Cumulative Catch Up Year. (ii) If the Cash Flow for the Applicable Year is less than the Cash Flow Target through the end of such Applicable Year but at least 90% of the Cash Flow Target through the end of such Applicable Year (the “Cash Flow Missed Year”), and any that portion of the Performance Option Options that was subject to EBITDA Cash Flow Vesting that does not vest as of June 30 with respect to the Cash Flow Missed Year shall become exercisable on the last day of the Fiscal Year after following the final EBITDA Cash Flow Missed Year (the “Cash Flow Cumulative Catch Up Year Year”) if, on such date (or within 120 days thereafter), the Administrator determines that in the Cash Flow Cumulative Catch Up Year: (A) Cash Flow equals or exceeds the Cash Flow Target for the Cash Flow Cumulative Catch Up Year; and (B) the Cumulative Cash Flow equals or exceeds the Cumulative Cash Flow Target for the Cash Flow Cumulative Catch Up Year. (iii) Notwithstanding anything to the contrary in this Section 2.2(b), in no event shall more than [ ]% of the Performance Options vest and become exercisable with respect to such Option shall terminate and shall not become exercisableany Applicable Year as a result of this Section 2.2(b).