Common use of Employee Incentive Plan Clause in Contracts

Employee Incentive Plan. Subject to Sections 3.5(f), 3.5(g) and 9.3, the Employee Incentive Plan Initial Allocation Amount, the Employee Incentive Plan Additional Allocation Amount and the Employee Incentive Plan Earnout Allocation Amount shall be issued and paid to the applicable participants of the Employee Incentive Plan (the "PLAN PARTICIPANTS") as follows: (i) at the Effective Time, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan Initial Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all members of the Management Team shall be paid in cash and/or shares of Parent Common Stock in the same proportion paid to holders of Series C-3 Preferred and Series D Preferred with respect to the Series C-3 Initial Total Amount and the Series D Total Amount, respectively; (ii) at the time set forth in Section 3.3 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan Additional Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the Additional Merger Consideration Amount; (iii) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2007 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2007 Earnout Amount; (iv) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2008 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2008 Earnout Amount; and (v) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2009 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2009 Earnout Amount.

Employee Incentive Plan. Subject (a) Following the Effective Date, LAC Parent may issue restricted stock units to Sections 3.5(femployees of the Company Group (in addition to any such issuances that may exist as of the Effective Date) pursuant to the terms and conditions of its existing equity incentive plan, a copy of which is attached as Schedule “M” (the “Employee Incentive Plan”). Unless otherwise determined by LAC in its sole discretion, 3.5(g) the Company shall reimburse LAC Parent for any costs of, and 9.3costs associated with, the issuance of restricted stock units under the Employee Incentive Plan Initial Allocation Amountto the extent recorded in the books and records of LAC Parent in accordance with U.S. GAAP (such costs, the “Incentive Plan Costs”); provided, that, any reductions to such costs associated with the termination of employees and the forfeiture of Limited Liability Company Agreement of Lithium Nevada Ventures LLC: Page 37 unvested restricted stock units (such reductions, “Incentive Plan Cost Reductions”), shall be offset against the Incentive Plan Costs incurred for that current calendar year (or if such Incentive Plan Cost Reduction happens in a subsequent calendar year, then shall reduce the Incentive Plan Costs for such calendar year). (b) Prior to Production Commencement, the Company shall not reimburse LAC Parent for any Incentive Plan Costs incurred, but such costs shall accrue, as adjusted for any Incentive Plan Cost Reductions (“Accrued Incentive Plan Costs”) and shall be paid in accordance with Section 9.1(a)(ii). (c) In the event of a material change to LAC Parent that results in the restricted stock units of LAC Parent issued under the Employee Incentive Plan Additional Allocation Amount and no longer being a directly aligned incentive for performance by the employees of the Company Group, GM shall have the right to request that the Company revisit, amend, and/or terminate issuances of restricted stock units to employees of the Company Group under the Employee Incentive Plan Earnout Allocation Amount and adopt an alternative employee incentive plan implemented solely by the Company, which shall be issued and paid subject to the applicable participants of the Employee Incentive Plan (the "PLAN PARTICIPANTS") as follows: (i) at the Effective Time, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan Initial Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all members of the Management Team shall be paid in cash and/or shares of Parent Common Stock in the same proportion paid to holders of Series C-3 Preferred and Series D Preferred with respect to the Series C-3 Initial Total Amount and the Series D Total Amount, respectively; (ii) at the time set forth in Section 3.3 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan Additional Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the Additional Merger Consideration Amount; (iii) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2007 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2007 Earnout Amount; (iv) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2008 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2008 Earnout Amount; and (v) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2009 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2009 Earnout AmountSpecified Approval.

Employee Incentive Plan. Subject (a) Following the Prior Agreement Date, LAC Parent may issue restricted stock units to Sections 3.5(femployees of the Company Group (in addition to any such issuances that may exist as of the Prior Agreement Date) pursuant to the terms and conditions of its existing equity incentive plan, a copy of which is attached as Schedule “M” (the “Employee Incentive Plan”). Unless otherwise determined by LAC in its sole discretion, 3.5(g) the Company shall reimburse LAC Parent for any costs of, and 9.3costs associated with, the issuance of restricted stock units under the Employee Incentive Plan Initial Allocation Amountto the extent recorded in the books and records of LAC Parent in accordance with U.S. GAAP (such costs, the “Incentive Plan Costs”); provided, that, any reductions to such costs associated with the termination of employees and the forfeiture of unvested restricted stock units (such reductions, “Incentive Plan Cost Reductions”), shall be offset against the Incentive Plan Costs incurred for that current calendar year (or if such Incentive Plan Cost Reduction happens in a subsequent calendar year, then shall reduce the Incentive Plan Costs for such calendar year). (b) Prior to Production Commencement, the Company shall not reimburse LAC Parent for any Incentive Plan Costs incurred, but such costs shall accrue, as adjusted for any Incentive Plan Cost Reductions (“Accrued Incentive Plan Costs”) and shall be paid in accordance with Section 9.1(a)(ii). (c) In the event of a material change to LAC Parent that results in the restricted stock units of LAC Parent issued under the Employee Incentive Plan Additional Allocation Amount and no longer being a directly aligned incentive for performance by the employees of the Company Group, GM shall have the right to request that the Company revisit, amend, and/or terminate issuances of restricted stock units to employees of the Company Group under the Employee Incentive Plan Earnout Allocation Amount and adopt an alternative employee incentive plan implemented solely by the Company, which shall be issued and paid subject to the applicable participants of the Employee Incentive Plan (the "PLAN PARTICIPANTS") as follows: (i) at the Effective Time, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan Initial Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all members of the Management Team shall be paid in cash and/or shares of Parent Common Stock in the same proportion paid to holders of Series C-3 Preferred and Series D Preferred with respect to the Series C-3 Initial Total Amount and the Series D Total Amount, respectively; (ii) at the time set forth in Section 3.3 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan Additional Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the Additional Merger Consideration Amount; (iii) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2007 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2007 Earnout Amount; (iv) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2008 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2008 Earnout Amount; and (v) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2009 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2009 Earnout AmountSpecified Approval.

Employee Incentive Plan. Subject (a) Following the Effective Date, LAC Parent may issue restricted stock units to Sections 3.5(femployees of the Company Group (in addition to any such issuances that may exist as of the Effective Date) pursuant to the terms and conditions of its existing equity incentive plan, a copy of which is attached as Schedule “M” (the “Employee Incentive Plan”). Unless otherwise determined by LAC in its sole discretion, 3.5(g) the Company shall reimburse LAC Parent for any costs of, and 9.3costs associated with, the issuance of restricted stock units under the Employee Incentive Plan Initial Allocation Amountto the extent recorded in the books and records of LAC Parent in accordance with U.S. GAAP (such costs, the “Incentive Plan Costs”); provided, that, any reductions to such costs associated with the termination of employees and the forfeiture of Limited Liability Company Agreement of Lithium Nevada Ventures LLC: Page 36 unvested restricted stock units (such reductions, “Incentive Plan Cost Reductions”), shall be offset against the Incentive Plan Costs incurred for that current calendar year (or if such Incentive Plan Cost Reduction happens in a subsequent calendar year, then shall reduce the Incentive Plan Costs for such calendar year). (b) Prior to Production Commencement, the Company shall not reimburse LAC Parent for any Incentive Plan Costs incurred, but such costs shall accrue, as adjusted for any Incentive Plan Cost Reductions (“Accrued Incentive Plan Costs”) and shall be paid in accordance with Section 9.1(a)(ii). (c) In the event of a material change to LAC Parent that results in the restricted stock units of LAC Parent issued under the Employee Incentive Plan Additional Allocation Amount and no longer being a directly aligned incentive for performance by the employees of the Company Group, GM shall have the right to request that the Company revisit, amend, and/or terminate issuances of restricted stock units to employees of the Company Group under the Employee Incentive Plan Earnout Allocation Amount and adopt an alternative employee incentive plan implemented solely by the Company, which shall be issued and paid subject to the applicable participants of the Employee Incentive Plan (the "PLAN PARTICIPANTS") as follows: (i) at the Effective Time, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan Initial Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all members of the Management Team shall be paid in cash and/or shares of Parent Common Stock in the same proportion paid to holders of Series C-3 Preferred and Series D Preferred with respect to the Series C-3 Initial Total Amount and the Series D Total Amount, respectively; (ii) at the time set forth in Section 3.3 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan Additional Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the Additional Merger Consideration Amount; (iii) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2007 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2007 Earnout Amount; (iv) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2008 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2008 Earnout Amount; and (v) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2009 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2009 Earnout AmountSpecified Approval.

Employee Incentive Plan. Subject (a) Following the Effective Date, LAC Parent may issue restricted stock units to Sections 3.5(femployees of the Company Group (in addition to any such issuances that may exist as of the Effective Date) pursuant to the terms and conditions of its existing equity incentive plan, a copy of which is attached as Schedule “M” (the “Employee Incentive Plan”). Unless otherwise determined by LAC in its sole discretion, 3.5(g) the Company shall reimburse LAC Parent for any costs of, and 9.3costs associated with, the issuance of restricted stock units under the Employee Incentive Plan Initial Allocation Amountto the extent recorded in the books and records of LAC Parent in accordance with U.S. GAAP (such costs, the Employee “Incentive Plan Additional Allocation Amount Costs”); provided, that, any reductions to such costs associated with the termination of employees and the Employee forfeiture of unvested restricted stock units (such reductions, “Incentive Plan Earnout Allocation Amount Cost Reductions”), shall be issued and paid to offset against the applicable participants of the Employee Incentive Plan Costs incurred for that current calendar year (the "PLAN PARTICIPANTS") as follows: (i) at the Effective Time, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee if such Incentive Plan Initial Allocation Amount; provided that all Cost Reduction happens in a subsequent calendar year, then shall reduce the Incentive Plan Participants who are Costs for such calendar year). (b) Prior to Production Commencement, the Company shall not members of the Management Team reimburse LAC Parent for any Incentive Plan Costs incurred, but such costs shall be paid 100% cash accrue, as adjusted for any Incentive Plan Cost Reductions (“Accrued Incentive Plan Costs”) and all members of the Management Team shall be paid in cash and/or shares of Parent Common Stock in the same proportion paid to holders of Series C-3 Preferred and Series D Preferred accordance with respect to the Series C-3 Initial Total Amount and the Series D Total Amount, respectively; (ii) at the time set forth in Section 3.3 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan Additional Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the Additional Merger Consideration Amount; (iii) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2007 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2007 Earnout Amount; (iv) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2008 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2008 Earnout Amount; and (v) within the time period set forth in Section 3.4 below, either, or a combination of, a number of shares of Parent Common Stock and cash, without interest, equal to the Employee Incentive Plan 2009 Earnout Allocation Amount; provided that all Plan Participants who are not members of the Management Team shall be paid 100% cash and all Plan Participants who are members of the Management Team shall be paid in cash and/or shares of Parent Common Stock, in the same proportion paid to holders of Series C-3 Preferred with respect to the 2009 Earnout Amount9.1(a)(ii).