Common use of Incentive Equity Clause in Contracts

Incentive Equity. (a) In connection with the exercise of options pursuant to any Premier equity incentive plan (“Options”), Premier shall acquire additional Class A Common Units from Premier LP (which Class A Common Units shall be contributed by Premier to the General Partner upon receipt). Premier shall exercise its rights under this Section 3.9.3 (a) by giving written notice to Premier LP and all Limited Partners. The notice shall specify the net number of shares of Class A Common Stock issued by Premier pursuant to exercise of the Options. Premier LP shall issue in turn the Class A Common Units to which Premier is entitled under this Section 3.9.3(a). The number of additional Class A Common Units that Premier shall be entitled to receive under this Section 3.9.3(a) shall be equal to the net number of shares of Class A Common Stock issued by Premier pursuant to the exercise of the Options. In consideration of the Class A Common Units issued by Premier LP to Premier under this Section 3.9.3(a), Premier shall contribute to Premier LP the net cash consideration, if any, received by Premier in exchange for the shares of Class A Common Stock issued pursuant to exercise of the Options. (b) In connection with the grant of Class A Common Stock pursuant to a Premier equity incentive plan (including, without limitation, the issuance of restricted and non-restricted Class A Common Stock, the payment of bonuses in the form of Class A Common Stock, the issuance of Class A Common Stock in settlement of stock appreciation rights or otherwise), other than through the exercise of Options as contemplated in Section 3.9.3(a), Premier shall deliver a notice to Premier LP and all Limited Partners specifying the date on which shares of such Class A Common Stock are vested under applicable law (“Vested Premier Shares”). The notice shall specify the number of Vested Premier Shares. Premier LP shall (i) issue to Premier a number of Class A Common Units equal to the number of Vested Premier Shares (which Class A Common Units shall be contributed by Premier to the General Partner upon receipt), and (ii) if applicable and notwithstanding Section 5.2 hereof, make a special distribution to the General Partner in respect of such Class A Common Units in an amount equal to any dividends paid or payable by Premier in respect of such Vested Premier Shares that accrued prior to vesting. Premier shall contribute to Premier LP any cash consideration received by Premier in respect of such Vested Premier Shares.