Common use of Effect on Class C Units Clause in Contracts

Effect on Class C Units. (a) Upon the termination of the Executive’s employment with the Company and its subsidiaries for any reason whatsoever and subject to Sections 5.2(a)(iii), 5.3 and 5.4 below, the Class C Units held by the Executive shall be treated as follows: (i) if, as of the Termination Date, the First Performance Hurdle has not been achieved, then all of the Class C Units held by the Executive shall be immediately forfeited and canceled, except that any Class C Units that have become vested pursuant to Section 4.2(b) shall remain outstanding; (ii) if, as of the Termination Date, the First Performance Hurdle has been achieved but the Second Performance Hurdle has not been achieved, then all of the Class C Units held by the Executive shall be immediately forfeited and canceled, except that any Class C Units that have become vested pursuant to Section 4.2(b) and Section 4.2(c)(i) shall remain outstanding; or (iii) if, as of the Termination Date, the Second Performance Hurdle has been achieved, then all Class C Units that have become vested pursuant to Section 4.2 shall remain outstanding. (b) Notwithstanding Section 5.2(a) above, if (i) the Executive’s employment with the Company and its subsidiaries is terminated for any reason other than (A) by the Company for Cause or (B) by the Executive without Good Reason during the two year period following the date hereof and (ii) a Sale of the Company occurs within six months following the Termination Date that results in Vestar receiving proceeds from such Sale of the Company, together with any distributions made at the same time as or prior to the consummation of the Sale of the Company pursuant to Section 4.1 of the LLC Agreement, that would have resulted in the Executive being entitled to retain a greater number of Class C Units if the Executive had remained employed by the Company and its subsidiaries through the date of the Sale of the Company than the number of Units retained by the Executive pursuant to the foregoing provisions of Section 5.2, then (x) such additional Class C Units shall be deemed to remain outstanding as of the time of the consummation of the Sale of the Company, (y) the amount of any distributions by the Company that the Executive shall be entitled to receive with respect to the Class C Units held by the Executive shall be governed by Section 4.1 of the LLC Agreement and give effect to such additional Class C Units, and (z) the amount of the proceeds that the Executive shall be entitled to receive with respect to the Class C Units held by the Executive in such Sale of the Company shall be governed by Section 3.3(a) or 4.1(a) of the Securityholders Agreement to the extent applicable, as the case may be.