Common use of Grant of Class C Units Clause in Contracts

Grant of Class C Units. (a) Concurrently with the execution of this Agreement by the Participant (but subject to the terms and conditions hereof), the Company shall issue to the Participant the aggregate number of Class C Common Incentive Units of the Company set forth above. The Class C Units are subject to vesting pursuant to Section 4 of this Agreement and forfeiture/redemption pursuant to Section 5 hereof. Each Class C Unit issued hereunder shall have the participation threshold set forth above (the “Participation Threshold”), which the parties agree is the amount determined by the Manager to be necessary to cause such Class C Unit to constitute a “profits interest” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43. The Company’s calculation of the Participation Threshold shall be final and binding. The Manager may adjust the Participation Threshold from time to time as necessary to reflect additional capital contributions or other events to ensure the Class C Units continue to qualify as a “profits interest” and in order avoid any “capital shift” to the Class C Units. Notwithstanding the foregoing, the Participation Threshold reflected in the Company’s unit ledger with respect to the Class C Units shall be conclusively presumed to be the Participation Threshold for such Class C Units. (b) Concurrently with the execution of this Agreement, and as a condition hereto, the Participant shall deliver to the Company (i) a duly executed spousal consent in the form of Appendix B attached hereto if the Participant is married and (ii) a duly executed joinder to the LLC Agreement in the form of Appendix C attached hereto (or a counterpart signature page thereto in form and substance acceptable to the Company). The Participant hereby agrees and acknowledges that the Participant’s rights and obligations as a Member of the Company is expressly subject to the terms and conditions of the LLC Agreement, including without limitation Section 15.01 thereof. (c) Within thirty (30) days after the Grant Date, the Participant shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder with respect to the Class C Units in the form of Appendix D attached hereto. (d) As an inducement to the Company to enter into this Agreement, and as a condition thereto, the Participant acknowledges and agrees that none of the execution and delivery of this Agreement, the issuance of the Class C Units or the Participant’s status as a holder of Class C Units shall: (i) entitle or require the Participant to remain in the employment of any of Holdings or its Subsidiaries (collectively, the “RSG Group”) or affect the right of any member of the RSG Group or of the Participant to terminate the Participant’s employment at any time and for any reason; or (ii) impose upon the Company any duty or obligation to disclose to the Participant, or give the Participant any right to be advised of, any material information regarding the Company or any member of the RSG Group at any time prior to, upon or in connection with any forfeiture of any Class C Units. (e) The Class C Units shall not be certificated unless otherwise determined by the Manager. If the Class C Units issued pursuant to this Agreement become evidenced by certificates they shall be held by the Company for the benefit of the Participant. (f) It is acknowledged by the Participant that neither the Manager nor any other unitholder of the Company nor any of their respective equityholders, principals, agents or representatives has acted as an agent of the Participant in connection with the Participant acquiring the Class C Units and that such Persons, whether acting in their capacity as investors in the Company and its Subsidiaries and Affiliates or otherwise, shall not be acting as an agent of the Participant in connection with monitoring the Participant’s investment in the Company or otherwise. (g) In connection with the issuance of the Class C Units, the Participant represents and warrants to the Company that: (i) The Participant is an officer and/or employee of a member of the RSG Group. (ii) The Participant has executed and is party to, and is bound by, and agrees to comply in full with the provisions of the LLC Agreement as a Member. Without limiting the generality of the foregoing, the Participant has received and carefully reviewed copies of this Agreement, the LLC Agreement and each of the other agreements contemplated hereby and thereby, is familiar with the transactions contemplated hereby and thereby and fully understands the terms and conditions of this Agreement, the LLC Agreement and the other agreements and documents contemplated hereby and thereby. (iii) The Participant has full power and authority and legal capacity to execute and deliver this Agreement and each of the other agreements contemplated hereby and thereby to be executed by the Participant and to consummate the transactions contemplated hereby and thereby. (iv) This Agreement and each of the other agreements contemplated hereby and thereby to be executed by the Participant have been duly executed and delivered by the Participant and constitute the legal, valid and binding obligation of the Participant, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and thereby to be executed by the Participant do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party or any judgment, order or decree to which the Participant is subject or create any conflict of interest with the Company or any member of the RSG Group. (v) Except for this Agreement, any employment agreement or other similar agreement with one or more members of the RSG Group and other agreements specifically disclosed in writing to the Company on or prior to the date hereof, the Participant is not a party to or bound by any employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement with any other Person. The Participant is not a party to or bound by any agreement that would in any way prohibit, impede or adversely affect the Participant’s employment by any member of the RSG Group, the performance of the Participant’s obligations hereunder or under the LLC Agreement or any of the rights and obligations set forth herein or therein. (vi) The Participant understands that the Class C Units have not been registered under the Securities Act, and the Class C Units cannot be transferred by the Participant unless such transfer is registered under the Securities Act or an exemption from such registration is available. The Company has made no agreements, covenants or undertakings whatsoever to register the transfer of the Class C Units under the Securities Act. The Company has made no representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act, will be available. If an exemption under Rule 144 is available at all, it will not be available until at least six (6) months from issuance of the Class C Units and then not unless the terms and conditions of Rule 144 have been satisfied. Notwithstanding the foregoing, the Manager may, in its sole discretion, permit the Class C Units to be transferred; provided that, such transfer will only be valid upon execution of a written instrument in form and substance acceptable to the Manager in its sole discretion evidencing such transfer and the transferee’s acceptance thereof signed by the Participant and the transferee. (h) The Company and the Participant hereby acknowledge and agree that this Agreement has been executed and delivered, and the Class C Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between one or more members of the RSG Group, on the one hand, and the Participant, on the other hand.

Grant of Class C Units. (a) Concurrently with the execution of this Agreement by the Participant (but subject to the terms and conditions hereof), the Company shall issue to the Participant the aggregate number of Class C Common Incentive Units of the Company set forth above. The Class C Units are subject to vesting pursuant to Section 4 of this Agreement and forfeiture/redemption pursuant to Section 5 hereof. Each Class C Unit issued hereunder shall have the participation threshold set forth above (the “Participation Threshold”), which the parties agree is the amount determined by the Manager to be necessary to cause such Class C Unit to constitute a “profits interest” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43. The Company’s calculation of the Participation Threshold shall be final and binding. The Manager may adjust the Participation Threshold from time to time as necessary to reflect additional capital contributions or other events to ensure the Class C Units continue to qualify as a “profits interest” and in order avoid any “capital shift” to the Class C Units. Notwithstanding the foregoing, the Participation Threshold reflected in the Company’s unit ledger with respect to the Class C Units shall be conclusively presumed to be the Participation Threshold for such Class C Units. (b) Concurrently with the execution of this Agreement, and as a condition hereto, the Participant shall deliver to the Company (i) a duly executed spousal consent in the form of Appendix B attached hereto if the Participant is married and (ii) a duly executed joinder to the LLC Agreement in the form of Appendix C attached hereto (or a counterpart signature page thereto in form and substance acceptable to the Company). The Participant hereby agrees and acknowledges that the Participant’s rights and obligations as a Member of the Company is expressly subject to the terms and conditions of the LLC Agreement, including without limitation Section 15.01 thereof. (c) Within thirty (30) days after the Grant Date, the Participant shall make an effective election with the Internal Revenue Service Company’s exchange and redemption rights under Section 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder with respect to the Class C Units in the form of Appendix D attached hereto. (d) As an inducement to the Company to enter into this Agreement, and as a condition thereto, the Participant acknowledges and agrees that none of the execution and delivery of this Agreement, the issuance of the Class C Units or the Participant’s status as a holder of Class C Units shall: (i) entitle or require the Participant to remain in the employment of any of Holdings or its Subsidiaries (collectively, the “RSG Group”) or affect the right of any member of the RSG Group or of the Participant to terminate the Participant’s employment at any time and for any reason; or (ii) impose upon the Company any duty or obligation to disclose to the Participant, or give the Participant any right to be advised of, any material information regarding the Company or any member of the RSG Group at any time prior to, upon or in connection with any forfeiture of any Class C Units. (e) The Class C Units shall not be certificated unless otherwise determined by the Manager. If the Class C Units issued pursuant to this Agreement become evidenced by certificates they shall be held by the Company for the benefit of the Participant. (f) It is acknowledged by the Participant that neither the Manager nor any other unitholder of the Company nor any of their respective equityholders, principals, agents or representatives has acted as an agent of the Participant in connection with the Participant acquiring the Class C Units and that such Persons, whether acting in their capacity as investors in the Company and its Subsidiaries and Affiliates or otherwise, shall not be acting as an agent of the Participant in connection with monitoring the Participant’s investment in the Company or otherwise. (g) In connection with the issuance of the Class C Units, the Participant represents and warrants to the Company that: (i) The Participant is an officer and/or employee of a member of the RSG Group. (ii) The Participant has executed and is party to, and is bound by, and agrees to comply in full with the provisions of the LLC Agreement as a Member. Without limiting the generality of the foregoing, the Participant has received and carefully reviewed copies of this Agreement, the LLC Agreement and each of the other agreements contemplated hereby and thereby, is familiar with the transactions contemplated hereby and thereby and fully understands the terms and conditions of this Agreement, the LLC Agreement and the other agreements and documents contemplated hereby and thereby. (iii) The Participant has full power and authority and legal capacity to execute and deliver this Agreement and each of the other agreements contemplated hereby and thereby to be executed by the Participant and to consummate the transactions contemplated hereby and thereby. (iv) This Agreement and each of the other agreements contemplated hereby and thereby to be executed by the Participant have been duly executed and delivered by the Participant and constitute the legal, valid and binding obligation of the Participant, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and thereby to be executed by the Participant do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party or any judgment, order or decree to which the Participant is subject or create any conflict of interest with the Company or any member of the RSG Group. (v) Except for this Agreement, any employment agreement or other similar agreement with one or more members of the RSG Group and other agreements specifically disclosed in writing to the Company on or prior to the date hereof, the Participant is not a party to or bound by any employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement with any other Person. The Participant is not a party to or bound by any agreement that would in any way prohibit, impede or adversely affect the Participant’s employment by any member of the RSG Group, the performance of the Participant’s obligations hereunder or under the LLC Agreement or any of the rights and obligations set forth herein or therein. (vi) The Participant understands that the Class C Units have not been registered under the Securities Act, and the Class C Units cannot be transferred by the Participant unless such transfer is registered under the Securities Act or an exemption from such registration is available. The Company has made no agreements, covenants or undertakings whatsoever to register the transfer of the Class C Units under the Securities Act. The Company has made no representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act, will be available. If an exemption under Rule 144 is available at all, it will not be available until at least six (6) months from issuance of the Class C Units and then not unless the terms and conditions of Rule 144 have been satisfied. Notwithstanding the foregoing, the Manager may, in its sole discretion, permit the Class C Units to be transferred; provided that, such transfer will only be valid upon execution of a written instrument in form and substance acceptable to the Manager in its sole discretion evidencing such transfer and the transferee’s acceptance thereof signed by the Participant and the transferee. (h) The Company and the Participant hereby acknowledge and agree that this Agreement has been executed and delivered, and the Class C Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between one or more members of the RSG Group, on the one hand, and the Participant, on the other hand.11.08

Grant of Class C Units. (a) Concurrently with the execution of this Agreement by the Participant (but subject to the terms and conditions hereof), the Company shall issue to the Participant the aggregate number of Class C Common Incentive Units of the Company set forth above. The Class C Units are subject to vesting pursuant to Section 4 of this Agreement and forfeiture/redemption pursuant to Section 5 hereof. Each Class C Unit issued hereunder shall have the participation threshold set forth above (the “Participation Threshold”), which the parties agree is the amount determined by the Manager to be necessary to cause such Class C Unit to constitute a “profits interest” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43. The Company’s calculation of the Participation Threshold shall be final and binding. The Manager may adjust the Participation Threshold from time to time as necessary to reflect additional capital contributions or other events to ensure the Class C Units continue to qualify as a “profits interest” and in order avoid any “capital shift” to the Class C Units. Notwithstanding the foregoing, the Participation Threshold reflected in the Company’s unit ledger with respect to the Class C Units shall be conclusively presumed to be the Participation Threshold for such Class C Units. (b) Concurrently with the execution of this Agreement, and as a condition hereto, the Participant shall deliver to the Company (i) a duly executed spousal consent in the form of Appendix B attached hereto if the Participant is married and (ii) a duly executed joinder to the LLC Agreement in the form of Appendix C attached hereto (or a counterpart signature page thereto in form and substance acceptable to the Company). The Participant hereby agrees and acknowledges that the Participant’s rights and obligations as a Member of the Company is expressly subject to the terms and conditions of the LLC Agreement, including without limitation Section 15.01 thereof. (c) Within thirty (30) days after the Grant Date, the Participant shall make an effective election with the Internal Revenue Service Company’s exchange and redemption rights under Section 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder with respect to the Class C Units in the form of Appendix D attached hereto. (d) As an inducement to the Company to enter into this Agreement, and as a condition thereto, the Participant acknowledges and agrees that none of the execution and delivery of this Agreement, the issuance of the Class C Units or the Participant’s status as a holder of Class C Units shall: (i) entitle or require the Participant to remain in the employment of any of Holdings or its Subsidiaries (collectively, the “RSG Group”) or affect the right of any member of the RSG Group or of the Participant to terminate the Participant’s employment at any time and for any reason; or (ii) impose upon the Company any duty or obligation to disclose to the Participant, or give the Participant any right to be advised of, any material information regarding the Company or any member of the RSG Group at any time prior to, upon or in connection with any forfeiture of any Class C Units. (e) The Class C Units shall not be certificated unless otherwise determined by the Manager. If the Class C Units issued pursuant to this Agreement become evidenced by certificates they shall be held by the Company for the benefit of the Participant. (f) It is acknowledged by the Participant that neither the Manager nor any other unitholder of the Company nor any of their respective equityholders, principals, agents or representatives has acted as an agent of the Participant in connection with the Participant acquiring the Class C Units and that such Persons, whether acting in their capacity as investors in the Company and its Subsidiaries and Affiliates or otherwise, shall not be acting as an agent of the Participant in connection with monitoring the Participant’s investment in the Company or otherwise. (g) In connection with the issuance of the Class C Units, the Participant represents and warrants to the Company that: (i) The Participant is an officer and/or employee of a member of the RSG Group. (ii) The Participant has executed and is party to, and is bound by, and agrees to comply in full with the provisions of the LLC Agreement as a Member. Without limiting the generality of the foregoing, the Participant has received and carefully reviewed copies of this Agreement, the LLC Agreement and each of the other agreements contemplated hereby and thereby, is familiar with the transactions contemplated hereby and thereby and fully understands the terms and conditions of this Agreement, the LLC Agreement and the other agreements and documents contemplated hereby and thereby. (iii) The Participant has full power and authority and legal capacity to execute and deliver this Agreement and each of the other agreements contemplated hereby and thereby to be executed by the Participant and to consummate the transactions contemplated hereby and thereby. (iv) This Agreement and each of the other agreements contemplated hereby and thereby to be executed by the Participant have been duly executed and delivered by the Participant and constitute the legal, valid and binding obligation of the Participant, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and thereby to be executed by the Participant do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party or any judgment, order or decree to which the Participant is subject or create any conflict of interest with the Company or any member of the RSG Group. (v) Except for this Agreement, any employment agreement or other similar agreement with one or more members of the RSG Group and other agreements specifically disclosed in writing to the Company on or prior to the date hereof, the Participant is not a party to or bound by any employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement with any other Person. The Participant is not a party to or bound by any agreement that would in any way prohibit, impede or adversely affect the Participant’s employment by any member of the RSG Group, the performance of the Participant’s obligations hereunder or under the LLC Agreement or any of the rights and obligations set forth herein or therein. (vi) The Participant understands that the Class C Units have not been registered under the Securities Act, and the Class C Units cannot be transferred by the Participant unless such transfer is registered under the Securities Act or an exemption from such registration is available. The Company has made no agreements, covenants or undertakings whatsoever to register the transfer of the Class C Units under the Securities Act. The Company has made no representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act, will be available. If an exemption under Rule 144 is available at all, it will not be available until at least six (6) months from issuance of the Class C Units and then not unless the terms and conditions of Rule 144 have been satisfied. Notwithstanding the foregoing, the Manager may, in its sole discretion, permit the Class C Units to be transferred; provided that, such transfer will only be valid upon execution of a written instrument in form and substance acceptable to the Manager in its sole discretion evidencing such transfer and the transferee’s acceptance thereof signed by the Participant and the transferee. (h) The Company and the Participant hereby acknowledge and agree that this Agreement has been executed and delivered, and the Class C Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between one or more members of the RSG Group, on the one hand, and the Participant, on the other hand.11.08