Common use of Incentive Interests Clause in Contracts

Incentive Interests. (a) The following Incentive Units had been created and authorized as of the Effective Date: (i) 500,000 “Tier I Incentive Units,” of which a certain number of such Tier I Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier I Subsequent Incentive Units”); (ii) 500,000 “Tier II Incentive Units,” of which a certain number of such Tier II Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier II Subsequent Incentive Units”); (iii) 500,000 “Tier III Incentive Units,” of which a certain number of Tier III Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier III Subsequent Incentive Units”); and (iv) 500,000 “Tier IV Incentive Units,” of which a certain number of Tier IV Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier IV Subsequent Incentive Units”). Incentive Units have been granted to the Members in the respective amounts set forth in the Company’s Books and Records, subject to the adjustments provided for in this Section 3.4.

Incentive Interests. (a) The following Incentive Units had been are hereby created and authorized as of are hereby granted to the Effective DatePersons and in the respective amounts set forth on Exhibit A, subject to the adjustments provided for in this Section 3.4: (i) 500,000 1,000,000 “Tier I Incentive Units,” of which a certain number of such Tier I Incentive Units may be granted to Employees after the Effective Date date of the Original Agreement pursuant to this Section 3.4 (the “Tier I Subsequent Incentive Units”); (ii) 500,000 1,000,000 “Tier II Incentive Units,” of which a certain number of such Tier II Incentive Units may be granted to Employees after the Effective Date date of the Original Agreement pursuant to this Section 3.4 (the “Tier II Subsequent Incentive Units”); (iii) 500,000 1,000,000 “Tier III Incentive Units,” of which a certain number of Tier III Incentive Units may be granted to Employees after the Effective Date date of the Original Agreement pursuant to this Section 3.4 (the “Tier III Subsequent Incentive Units”); and; (iv) 500,000 1,000,000 “Tier IV Incentive Units,” of which a certain number of Tier IV Incentive Units may be granted to Employees after the Effective Date date of the Original Agreement pursuant to this Section 3.4 (the “Tier IV Subsequent Incentive Units”); and (v) 1,000,000 “Tier V Units,” of which a certain number of Tier V Units may be granted to Employees after the date of the Original Agreement pursuant to this Section 3.4 (the “Tier V Subsequent Units”). To the extent not so granted, the remaining Incentive Units have been granted are available for future grants by the Board to Employees in accordance with the Members in terms of this Agreement. The Company and each Member intend to treat any interest attributable to a holder of Incentive Units as a separate “profits interest” within the respective amounts set forth in meaning of Rev. Proc. 93-27, 1993-2 C.B. 343. In accordance with Rev. Proc. 2001-43, 2001-2 C.B. 191, the Company’s Books Company shall treat a holder of such Incentive Units as the owner of such profits interest from the date it is granted, and Recordsshall file its IRS Form 1065, subject and issue an appropriate Schedule K-1 to the adjustments provided for in this Section 3.4.such holder of Incentive Units, allocating to such holder of Incentive Units its distributive share of all items of income, gain, loss, deduction, and credit associated with such profits interest as if it were fully vested. Each such holder of Incentive Units

Incentive Interests. (a) The following Incentive Units had been were created under the Original Agreement and authorized as a portion of which were granted to the Effective DatePersons and in the respective amounts set forth on the List, subject to the adjustments provided for in this Section 3.4: (i) 500,000 1,000,000 “Tier I Incentive Units,” of which a certain number of such Tier I Incentive Units may be granted to Employees after the Effective Date date of this Agreement pursuant to this Section 3.4 (the “Tier I Subsequent Incentive Units”); (ii) 500,000 1,000,000 “Tier II Incentive Units,” of which a certain number of such Tier II Incentive Units may be granted to Employees after the Effective Date date of this Agreement pursuant to this Section 3.4 (the “Tier II Subsequent Incentive Units”); (iii) 500,000 1,000,000 “Tier III Incentive Units,” of which a certain number of Tier III Incentive Units may be granted to Employees after the Effective Date date of this Agreement pursuant to this Section 3.4 (the “Tier III Subsequent Incentive Units”); and (iv) 500,000 1,000,000 “Tier IV Incentive Units,” of which a certain number of Tier IV Incentive Units may be granted to Employees after the Effective Date date of this Agreement pursuant to this Section 3.4 (the “Tier IV Subsequent Incentive Units”). To the extent not so granted, the remaining Incentive Units have been granted are available for future grants by the Board to Employees in accordance with the Members terms of this Agreement. The Company and each Member intend to treat any interest attributable to a holder of Incentive Units as a separate “profits interest” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343. In accordance with Rev. Proc. 2001-43, 2001-2 C.B. 191, the Company shall treat a holder of such Incentive Units as the owner of such profits interest from the date it is granted, and shall file its IRS Form 1065, and issue an appropriate Schedule K-1 to such holder of Incentive Units, allocating to such holder of Incentive Units its distributive share of all items of income, gain, loss, deduction, and credit associated with such profits interest as if it were fully vested. Each such holder of Incentive Units agrees to take into account such distributive share in computing its federal income tax liability for the respective amounts set forth in the Company’s Books and Records, subject to the adjustments provided for in this Section 3.4.entire period during which it holds such profits interest. The

Incentive Interests. (a) The following Incentive Units had been created and authorized as of the Effective Date: (i) 500,000 “Tier I Incentive Units,” of which a certain number of such Tier I Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier I Subsequent Incentive Units”); (ii) 500,000 “Tier II Incentive Units,” of which a certain number of such Tier II Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier II Subsequent Incentive Units”); (iii) 500,000 “Tier III Incentive Units,” of which a certain number of Tier III Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier III Subsequent Incentive Units”); and (iv) 500,000 “Tier IV Incentive Units,” of which a certain number of Tier IV Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier IV Subsequent Incentive Units”). Incentive Units have been granted to the Members in the respective amounts set forth in the Company’s Books and Recordsare hereby created, subject to the adjustments provided for in this Section 3.4: (i) 1,000,000 “Legacy Tier I Units,” of which a certain number of such Legacy Tier I Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “Legacy Tier I Subsequent Units”); (ii) 1,000,000 “Legacy Tier II Units,” of which a certain number of such Legacy Tier II Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “Legacy Tier II Subsequent Units”); (iii) 1,000,000 “Legacy Tier III Units,” of which a certain number of Legacy Tier III Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “Legacy Tier III Subsequent Units”); (iv) 1,000,000 “New Tier I Units,” of which a certain number of such New Tier I Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “New Tier I Subsequent Units”); (v) 1,000,000 “New Tier II Units,” of which a certain number of such New Tier II Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “New Tier II Subsequent Units”); (vi) 1,000,000 “New Tier III Units,” of which a certain number of New Tier III Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “New Tier III Subsequent Units”); and (vii) 1,000,000 “New Tier IV Units,” of which a certain number of New Tier IV Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “New Tier III Subsequent Units”).