Common use of Icahn Enterprises Participation Clause in Contracts

Icahn Enterprises Participation. In consideration of the agreements of Employer set forth in this Agreement, Employee hereby grants to Icahn Enterprises LP and its subsidiaries (“Icahn Enterprises”) the irrevocable right and option: (i) to acquire any amount or amounts of limited partnership interests (or equivalent interests) in any Investment Funds with which the Employee is or becomes Associated or Affiliated (such amounts to be determined by Icahn Enterprises, and which may be invested from time to time in one or more of such Investment Funds) and (ii) to become the owner, (without contributing any capital (other than, at the option of Icahn Enterprises, an amount of capital necessary to assure its status as a partner for income tax purposes) to any general partner or other managing entities or any other Person), of the Section 7 Percentage of any and all Management Companies formed by, or otherwise in any way related to or associated with, Employee, his Affiliates or Associates, in any capacity, directly indirectly, whether as an individual, investor, stockholder, partner, owner, equity owner, lender, agent, trustee, consultant, employee, advisor, manager, franchisee (or in any other relationship or capacity). The parties understand and agree that in Section 7 of the High River Agreement, High River has been granted a right of participation similar to those granted to Employer under this Section 7. For the avoidance of doubt, it is the intention of the parties that: (i) if both the Employee and the other Co-Manager have formed, or are or become Associated or Affiliated with, the First Bona Fide Fund, then the aggregate investment by Icahn Enterprises and High River in such First Bona Fide Fund in order to retain the aggregate 15% Section 7 Percentage (allocated between Icahn Enterprises and High River as contemplated herein) is $20 million in the aggregate; and (ii) if the Employee but not the other Co-Manager has formed, or is or becomes Associated or Affiliated with, the First Bona Fide Fund, then the aggregate investment by Icahn Enterprises and High River in such First Bona Fide Fund in order to retain the aggregate 15% Section 7 Percentage (allocated between Icahn Enterprises and High River as contemplated herein) is $10 million in the aggregate; the intention of the parties being that: (a) if the Employee and the other Co-Manager form the First Bona Fide Fund together, then Icahn Enterprises and High River would be entitled to own and retain, if they make an aggregate $20 million investment in the First Bona Fide Fund, aggregate 15% participations (allocated between Icahn Enterprises and High River as contemplated herein) in the Management Companies relating to the First Bona Fide Fund, aggregate 15% participations (allocated between Icahn Enterprises and High River as contemplated herein) in any and all other Management Companies formed by, or otherwise in any way related to or associated with, Employee, and aggregate 15% participations (allocated between Icahn Enterprises and High River as contemplated herein) in any and all other Management Companies formed by, or otherwise in any way related to or associated with, the other Co-Manager; (b) if the Employee but not the other Co-Manager forms the First Bona Fide Fund (and the other Co-Manager never forms a First Bona Fide Fund), then Icahn Enterprises and High River would be entitled to own and retain, if they make an aggregate $10 million investment in that First Bona Fide Fund, aggregate 15% participations (allocated between Icahn Enterprises and High River as contemplated herein) in the Management Companies relating to the First Bona Fide Fund, and aggregate 15% participations (allocated between Icahn Enterprises and High River as contemplated herein) in any and all other Management Companies formed by, or otherwise in any way related to or associated with, Employee; and (c) if the Employee and the other Co-Manager each form a separate First Bona Fide Fund, then Icahn Enterprises and High River would be entitled to obtain, for an aggregate $10 million investment in each First Bona Fide Fund, aggregate 15% participations (allocated between Icahn Enterprises and High River as contemplated herein) in the Management Companies relating to each First Bona Fide Fund, aggregate 15% participations (allocated between Icahn Enterprises and High River as contemplated herein) in any and all other Management Companies formed by, or otherwise in any way related to or associated with, Employee, and aggregate 15% participations (allocated between Icahn Enterprises and High River as contemplated herein) in any and all other Management Companies formed by, or otherwise in any way related to or associated with, the other Co-Manager. The interests in Management Companies contemplated above will apply proportionally to Icahn Enterprises and High River based upon their respective participations as contemplated in this Agreement, including Section 7(l), and the aggregate percentage participations may change from 15% to 10% or zero in accordance with Section 7(l) and this Agreement, in the aggregate for Icahn Enterprises and High River, and from 85% to 90% or 100%, for the Employee (and/or Employee and the other Co-Manager, if they both have interests in such Management Companies). Without limiting the foregoing, the Employee understands, acknowledges and agrees that: (i) Icahn Enterprises may acquire, from time to time, limited partnership or equivalent interests in any Investment Funds with which the Employee is or becomes Associated or Affiliated; (ii) the timing and amounts of any such investments shall be determined by Icahn Enterprises; and (iii) unless Icahn Enterprises and High River (allocated between Icahn Enterprises and High River as contemplated in this Agreement and) fails to invest in the aggregate at least one of either: (x) the High Funding Amount; or (y) the Minimum Funding Amount, in the First Bona Fide Fund as contemplated in this Agreement then Icahn Enterprises shall (A) have a Section 7 Percentage participation in each of the Management Companies formed by, or otherwise in any way related to or associated with, Employee, his Affiliates or Associates (whether such Management Companies were formed before, contemporaneously with, or after the investments by Icahn Enterprises in the First Bona Fide Fund), and (B) continue to have a Section 7 Percentage participation in each of the Management Companies formed at any time by, or otherwise in any way and at any time related to or associated with, Employee, his Affiliates or Associates (whether such Management Companies were formed before, contemporaneously with, or after the investments by Icahn Enterprises in the First Bona Fide Fund), in perpetuity, without having to make any further investments in any Investment Funds then existing or formed thereafter. In no event will the aggregate High Funding Amount for Icahn Enterprises and High River for all First Bona Fide funds exceed $20 million. In no event will the aggregate Minimum Funding Amount for Icahn Enterprises and High River for all First Bona Fide Funds, exceed $10 million.