Class B-5 Unit Vesting Clause Samples

Class B-5 Unit Vesting. Prior to the occurrence of a Termination Date, the Class B-5 Units shall become Vested Units on the date, if any, when both (i) Blackstone shall have received cash proceeds (exclusive of any transaction fee Blackstone or any other shareholder in the Company may receive) or marketable securities from the sale of its investment in the Company aggregating in excess of 2.5 times the amount of its Initial Investment and (ii) Blackstone shall have received a cash Internal Rate of Return of at least 20% on its Initial Investment. Notwithstanding the foregoing, in the event of the termination of Executive’s service (x) by the Company or any of its Subsidiaries without Cause or (y) due to death, Disability or the Company’s or any of its Subsidiaries’ election not to extend Executive’s term of service, the Vested Units shall include that portion of the Class B-5 Units that would have become Vested Units within 12 months of such termination of service, provided the applicable goals referenced above are attained. Notwithstanding the foregoing, immediately prior to and following the occurrence of, a Change of Control that occurs prior to the Termination Date, the Class B-5 Units will, to the extent they have not yet become Vested Units, become Vested Units to the extent they vest in accordance with their terms as a result of the Change of Control. The undersigned purchased or was granted units (the “Units”) of BHP PTS Holdings L.L.C. (the “Company”) on [ ]. The undersigned desires to make an election to have the Units taxed under the provision of Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code §83(b)”), at the time the undersigned purchased or was granted the Units. Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Units (described below), to report as taxable income for calendar year [ ] the excess, if any, of the Units’ fair market value on [ ] over the purchase price, if any, thereof. The following information is supplied in accordance with Treasury Regulation §1.83-2(e): 1. The name, address and social security number of the undersigned: [Name] [Address] SSN: 2. A description of the property with respect to which the election is being made: Class A Units, which represent a capital interest in the Company. Class B-1 Units, Class B-2 Units, Class B-3 Units, Class B-4 Units and Class B-5 Units, each of which represents a class of profits interes...
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Related to Class B-5 Unit Vesting

  • Stock Vesting Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the Company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years.

  • Time Vesting The restrictions shall lapse with respect to the Shares of Restricted Stock covered by this Award, in the installments set forth in the Award Agreement, provided that G▇▇▇▇▇▇’s service as a Director of the Company and its Subsidiaries continues through the specified dates.

  • Equity Vesting All of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Performance Vesting Within sixty (60) days following the completion of the Performance Period, the Plan Administrator shall determine the applicable number of Performance Shares in accordance with the provisions of the Award Notice and Schedule I attached thereto.