Grant of Incentive Units. Pursuant to the terms and subject to the conditions set forth in this Agreement, Executive hereby subscribes for and agrees to acquire, and the Company hereby agrees to award to Executive on the Closing Date, the number of Incentive Units set forth on the Signature Page in exchange for the services performed (or to be performed) for the Company and its Subsidiaries by Executive.
Grant of Incentive Units. (a) The Company hereby grants to the Grantee, and the Grantee hereby accepts from the Company on the terms and conditions set forth in this Agreement, an award of <<UNITS>> Incentive Units. Subject to the terms and conditions of this Agreement, each “Incentive Unit” described herein represents the right of the Grantee to receive, for each Incentive Unit that becomes vested, a cash payment equal to the average closing price of one Share for the 10 trading days preceding the applicable Vesting Date (as defined herein) pursuant to Section 2 or Section 3(a) or (b) below. The reference to the Incentive Units and Shares are used herein solely to calculate the cash payout, if any, to be awarded to the Grantee in accordance with this Agreement, and does not create any separate rights with respect to Shares or otherwise.
(b) Except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Second Amended and Restated CVR Energy, Inc. 2007 Long Term Incentive Plan, as amended from time to time (the “2007 LTIP”). For the sake of clarity, the parties hereto acknowledge and agree that the Incentive Units awarded to the Grantee hereunder are not being granted under the 2007 LTIP, the CVR Refining, LP Long-Term Incentive Plan or any other employee benefit plan.
Grant of Incentive Units. Pursuant to the terms and subject to the conditions set forth in this Agreement and the provisions of the LLC Agreement and the Securityholders Agreement, the Company will grant to Executive and Executive will accept from the Company, the Incentive Units, without any consideration paid, or any other Capital Contribution made or deemed made, by or on behalf of Executive in respect thereof. The Floor Amount of the Incentive Units as of the date hereof is $0.
Grant of Incentive Units. 1.1 The Company hereby grants to the Grantee, and the Grantee hereby accepts from the Company on the terms and conditions set forth in this Agreement, an award of 227,927 Incentive Units. Subject to the terms and conditions of this Agreement, each “Incentive Unit” described herein represents the right of the Grantee to receive, if such Incentive Unit becomes vested, a cash payment equal to the positive difference, if any, between (A) the average closing price of the common units (the “Units”) of CVR Refining, LP (NYSE: CVRR) (the “Partnership”) per Unit for the first 10 trading days of the month immediately preceding the month in which the applicable date of vesting occurs hereunder pursuant to Section 2 or Section 3(a) or (b) (such 10 trading days, the “Unit Measurement Period”) minus (B) $23.39. For purposes of calculating such average closing price per Unit for the Unit Measurement Period, any dividend or other distribution to which Grantee is entitled pursuant to Section 4 hereof shall be taken into account with respect to the per Unit closing price for each day occurring during the Unit Measurement Period. The reference to the Units of the Partnership is used herein solely to calculate the cash payout, if any, to be awarded to the Grantee in accordance with this Agreement, and does not create any separate rights with respect to the Units of the Partnership or otherwise.
1.2 Except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Amended and Restated CVR Energy, Inc. 2007 Long Term Incentive Plan, as amended from time to time (the “2007 LTIP”). For the sake of clarity, the parties hereto acknowledge and agree that the Incentive Units awarded to the Grantee hereunder are not being granted under the 2007 LTIP or any other employee benefit plan.
Grant of Incentive Units. The Partnership hereby grants (the ------------------------ "Grant") to the Grantee as of the date hereof (subject to the restrictions set forth herein) _____________ Senior Subordinated Units (the "Units") of limited partner interest of the Partnership, upon the following terms and conditions:
(i) Units [20% of the Grant] (the "Initial Units") shall vest immediately. Certificates representing these Units will be delivered promptly to the Grantee and shall be freely transferable subject to Section 5.
(ii) The balance of the Grant (the "Contingent Units") shall vest in four (non-cumulative) installments of ______ Units each if the Partnership earns a minimum (each, a "Target") of the following amount of distributable cash flow ("DCF") per limited partner unit ("LP Unit") in the following fiscal years: Fiscal Year Target DCF Per LP Unit ----------- ----------------------- 2001 $2.19 2002 2.29 2003 2.39 2004 2.49
(iii) Certificates for the Contingent Units will be delivered promptly upon vesting and will be freely transferable subject to Section 6. Installments that do not vest shall be forfeited;
(iv) For purposes of this Agreement, the term Distributable Cash Flow shall mean the numbers publicly announced by the General Partner as the Partnership's distributable cash flow or if such distributable cash flow is not publicly announced, then the distributable cash flow of the Partnership as determined by its Chief Financial Officer, in either case, adjusted to eliminate the impact of acquisitions made in the year being calculated.
Grant of Incentive Units. Pursuant to the Plan and the Partnership Agreement, the Company, in its capacity as the sole general partner of the Partnership, hereby causes the Partnership to issue to Grantee incentive units in the Partnership (“Incentive Units”).
Grant of Incentive Units. EV Management, LLC (the “Company”) hereby grants to you ____ Incentive Units under the EV Energy Partners, L.P. Long-Term Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan, which is incorporated herein by reference as a part of this Agreement. Each Incentive Unit is comprised of three Units which shall be earned and vest as set forth below. The Incentive Units granted hereunder expire five years from the date of grant.
Grant of Incentive Units. (a) In reliance on the representations and warranties contained herein, and subject to all of the terms and conditions included herein and in the Partnership Agreement, the Partnership hereby grants to Management Partner, effective as of the Grant Date, [_] Class D Units in the Partnership (such Class D Units, the “Incentive Units”). For the purposes of this Agreement, Incentive Units shall be deemed granted in three tranches, as follows:
Grant of Incentive Units. Contemporaneously with, and contingent upon, entering into this Amendment, GreenSky has granted to Employee _____ Incentive Units pursuant to the Grant Agreement. The Incentive Units have a Profits Interest Threshold of $76.00 per Incentive Unit.
Grant of Incentive Units. 1.1 The Company hereby grants to the Grantee, and the Grantee hereby accepts from the Company on the terms and conditions set forth in this Agreement, an award of ________ Incentive Units. Subject to the terms and conditions of this Agreement, each “Incentive Unit” described herein represents the right of the Grantee to receive, if such Incentive Unit becomes vested, a cash payment equal to the average closing price of the common units (the “Units”) of CVR Refining, LP (NYSE: CVRR) (the “Partnership”) per Unit for the first 10 business days of the month in which the applicable date of vesting occurs hereunder pursuant to Section 2 or Section 3(a), (b) or (c). The reference to the Units of the Partnership is used herein solely to calculate the cash payout, if any, to be awarded to the Grantee in accordance with this Agreement, and does not create any separate rights with respect to the Units of the Partnership or otherwise.
1.2 Except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Amended and Restated CVR Energy, Inc. 2007 Long Term Incentive Plan, as last revised on December 26, 2013 (the “2007 LTIP”). For the sake of clarity, the parties hereto acknowledge and agree that the Incentive Units awarded to the Grantee hereunder are not being granted under the 2007 LTIP or any other employee benefit plan.
