Continuing Employee Retention Equity Plan Clause Samples

Continuing Employee Retention Equity Plan. HoldCo and Parent shall reserve shares of HoldCo Common Stock constituting no less than 3.3% of the fully diluted HoldCo Capital Stock as of the Closing (but before giving effect to the transactions contemplated by the Stock Purchase Agreement) (the “Continuing Employee Retention Equity Pool”) as equity incentives under HoldCo’s equity incentive plan to Continuing Employees for purposes of retention, the details of which awards (including proposed allocation) shall be determined by Parent after reasonable consultation with United and the Company. HoldCo shall grant at least ninety percent (90%) of the Continuing Employee Retention Equity Pool to the Continuing Employees concurrently with or promptly following the Closing, which grants shall be effective upon approval by the HoldCo Board or an appropriate committee thereof. HoldCo shall issue to the United Converting Holder, promptly following the twelve (12) month anniversary of the Closing Date, additional shares of HoldCo Common Stock equal to any portion of the Continuing Employee Retention Equity Pool that has not been awarded to Continuing Employees as of the twelve (12) month anniversary of the Closing Date. The Continuing Employee Retention Equity Pool shall not be used to fund, and shall not be granted to a Continuing Employee in lieu of, the short- or long-term incentive awards that HoldCo, Parent or their Affiliates grant in the ordinary course of business following the Closing and not in connection with the Transactions. The Parties acknowledge and agree that each of United and the United Converting Holder shall have the right to enforce this Section 8.6(j) (including on behalf of the Continuing Employees).