Common use of Change in Control Agreements Clause in Contracts

Change in Control Agreements. Options and Each Executive shall acquire strips of Common Units and Preferred Units (“Strips”) in the aggregate amount set forth in (1) Xxxxxxxx-$15 million; Cherry-$5 million; Xxxxxxxx-$5 million; Team-$5 million; Xxxxxxxx-$4 million. Restricted Stock footnote 1, which Strips shall be restricted, as provided in the Executive’s employment agreement, subscription agreement and LLC agreement; provided that the Executive may agree to the cancellation of all or any portion of the unvested (without giving effect to any acceleration resulting from the Merger) options and restricted stock of Xxxxx held by him the vesting of which would otherwise be accelerated upon consummation of the Merger and the Parent shall grant to each such Executive an amount of options to purchase Strips (“Options”), in exchange for such cancelled options, and restricted Strips (“Restricted Strips”), in exchange for such cancelled restricted stock, having an aggregate exercise price and aggregate intrinsic (or “spread”) value equal to the aggregate exercise price and intrinsic value of the unexercised options and restricted stock that were cancelled, and the amount of Strips required to be acquired by such Executive shall be reduced by the amount of such “spread”. The Options and the Restricted Strips shall be fully vested on the date of issuance.