We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Incentive Plans Clause in Contracts

Incentive Plans. If at any time Parent issues a share of Common Stock under an Incentive Plan whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Common Stock) the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur: (a) the net proceeds (including the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value equal to the original principal balance of the promissory note), if any, received by Parent with respect to the share of Common Stock will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco to the Company, which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Common Stock is issued; (b) Gazelle Holdco will be deemed to make an additional Capital Contribution to the Company of an amount of cash equal to: (i) the Closing Price on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company as described under subsection (a) above, if any; (c) Parent will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company a share of Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco to the Company in subsection (b) above, and (ii) the amount paid to the Company as described under subsection (a) above, if any, and to deliver such share of Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco to the Company described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco to the Company described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle Holdco), the Company will issue to Gazelle Holdco a number of Common Units equal to the inverse of the Exchange Rate registered in the name of Gazelle Holdco for each share of Common Stock issued by Parent under the Incentive Plan; (e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE V; (f) if the owner of any share of Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Common Stock and the share of Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Common Stock will be reversed including the reversion of that share of Common Stock to Parent, the cancellation of the Common Unit issued to Parent and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Law, of any compensation deductions previously allocated to the Members; and (g) if a share of Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the Company.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Graphic Packaging International, LLC), Transaction Agreement (Graphic Packaging Holding Co), Transaction Agreement (International Paper Co /New/)

Incentive Plans. If at any time Parent Newco issues a share of Class A Common Stock under an Incentive Plan whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Class A Common Stock) or the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur: (a) the net proceeds (including the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent Newco to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value equal to the original principal balance of the that promissory note), if any, ) received by Parent Newco with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco Newco to the CompanyCompany (indirectly through the Newco Group Members), which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Class A Common Stock is issued; (b) Gazelle Holdco Newco will be deemed to make (indirectly through the Newco Group Members) an additional Capital Contribution to the Company of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company as described under subsection (a) above, if any; (c) Parent the Company will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company purchase from Newco a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco Newco (indirectly through the Newco Group Members) to the Company in subsection (b) above, and (ii) the amount paid to the Company as described under subsection (a) above, if any, and to deliver such share of Class A Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Class A Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco Newco to the Company described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco Newco to the Company described in subsection (b) above (which aggregate amount will be credited to the Capital Account Accounts of Gazelle Holdcothe Newco Group Members), the Company will issue to Gazelle Holdco a Newco Group Member a number of Common Units equal to the inverse of the Exchange Rate registered in the name of Gazelle Holdco the applicable Newco Group Member for each share of Class A Common Stock issued by Parent Newco under the Incentive Plan; (e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE the allocation rules in Article V; (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed reversed, including the reversion of that share of Class A Common Stock to ParentNewco, the cancellation of the Common Unit Unit(s) issued to Parent the applicable Newco Group Member and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax tax Law, of any compensation deductions previously allocated to the Members; and (g) if a share of Class A Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Class A Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Class A Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Class A Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Class A Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the Company.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Baker Hughes a GE Co), Limited Liability Company Agreement (BAKER HUGHES a GE Co LLC), Transaction Agreement and Plan of Merger (Baker Hughes Inc)

Incentive Plans. If at At any time Parent the Company issues a share of Class A Common Stock under an Incentive Plan (whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Common Stock) the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise), the following will occur: (a) the net proceeds (including without limitation the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent the Company to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value fair market value equal to the original principal balance of the that promissory note), if any, ) received by Parent the Company with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco the Company to the CompanyLLC, which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company LLC by the person to whom the share of Class A Common Stock is to be issued; (b) Gazelle Holdco the Company will be deemed to make an additional Capital Contribution to the Company LLC of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company LLC as described under subsection (a) above, if any; (c) Parent the LLC will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to purchase from the Company a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco the Company to the Company LLC in subsection (b) above, above and (ii) the amount paid to the Company LLC as described under subsection (a) above, if any, and to deliver such share of Class A Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company LLC to own the shares of Common Stock for any purpose, including including, without limitation, for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco the Company to the Company LLC described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco the Company to the Company LLC described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle Holdcothe Company), the Company LLC will issue to Gazelle Holdco a number of the Company one Class A Common Units equal to the inverse of the Exchange Rate Unit and one Voting Unit registered in the name of Gazelle Holdco the Company for each share of Class A Common Stock issued by Parent the Company under the Incentive Plan; (e) the Company LLC will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE the allocation rules in Article V; (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed including including, without limitation, the reversion of that share of Class A Common Stock to Parentthe Company, the cancellation of the Class A Common Unit and Voting Unit issued to Parent the Company and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Lawlaw, of any compensation deductions previously allocated to the Members; and (g) if a share of Class A Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Class A Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Class A Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Class A Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Class A Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the CompanyLLC.

Appears in 2 contracts

Samples: Operating Agreement (Clearwire Corp), Operating Agreement (New Clearwire CORP)

Incentive Plans. If at any time Parent Newco issues a share of Class A Common Stock under an Incentive Plan whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Class A Common Stock) or the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur: (a) the net proceeds (including the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent Newco to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value equal to the original principal balance of the that promissory note), if any, ) received by Parent Newco with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco Newco to the Company, which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Class A Common Stock is issued; (b) Gazelle Holdco Newco will be deemed to make an additional Capital Contribution to the Company of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company as described under subsection (a) above, if any; (c) Parent the Company will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company purchase from Newco a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco Newco to the Company in subsection (b) above, and (ii) the amount paid to the Company as described under subsection (a) above, if any, and to deliver such share of Class A Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Class A Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco Newco to the Company described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco Newco to the Company described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle HoldcoNewco), the Company will issue to Gazelle Holdco a number of Newco one Common Units equal to the inverse of the Exchange Rate Unit registered in the name of Gazelle Holdco Newco for each share of Class A Common Stock issued by Parent Newco under the Incentive Plan; (e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE the allocation rules in Article V; (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed reversed, including the reversion of that share of Class A Common Stock to ParentNewco, the cancellation of the Common Unit issued to Parent Newco and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Law, of any compensation deductions previously allocated to the Members; and (g) if a share of Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the Company.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (General Electric Co)

Incentive Plans. If at any time Parent Newco issues a share of Class A Common Stock under an Incentive Plan whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Class A Common Stock) or the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur: (a) the net proceeds (including the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent Newco to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value equal to the original principal balance of the that promissory note), if any, ) received by Parent Newco with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco Newco to the CompanyCompany (indirectly through the Newco Group Members), which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Class A Common Stock is issued;issued; (b) Gazelle Holdco Newco will be deemed to make (indirectly through the Newco Group Members) an additional Capital Contribution to the Company of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company as described under subsection (a‎(a) above, if any;above; (c) Parent the Company will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company purchase from Newco a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco Newco (indirectly through the Newco Group Members) to the Company in subsection (b‎(b) above, and (ii) the amount paid to the Company as described under subsection (a‎(a) above, if any, and to deliver such share of Class A Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Class A Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote);vote); (d) in exchange for the payment by Gazelle Holdco Newco to the Company described in subsection (a‎(a) above and the deemed Capital Contribution by Gazelle Holdco Newco to the Company described in subsection (b‎(b) above (which aggregate amount will be credited to the Capital Account Accounts of Gazelle Holdcothe Newco Group Members), the Company will issue to Gazelle Holdco a Newco Group Member a number of Common Units equal to the inverse of the Exchange Rate registered in the name of Gazelle Holdco the applicable Newco Group Member for each share of Class A Common Stock issued by Parent Newco under the Incentive Plan;Plan; (e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE V;the allocation rules in ‎‎Article 5; (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a‎(a) through (e‎(e) above with respect to that share of Class A Common Stock will be reversed reversed, including the reversion of that share of Class A Common Stock to ParentNewco, the cancellation of the Common Unit Unit(s) issued to Parent the applicable Newco Group Member and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax tax Law, of any compensation deductions previously allocated to the Members; Members; and (g) if a share of Class A Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Class A Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Class A Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Class A Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Class A Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Baker Hughes Holdings LLC)

Incentive Plans. If at At any time Parent the Company issues a share of Class A Common Stock under an Incentive Plan (whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Common Stock) the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise), the following will occur: (a) the net proceeds (including without limitation the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent the Company to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value fair market value equal to the original principal balance of the that promissory note), if any, ) received by Parent the Company with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco the Company to the CompanyLLC, which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company LLC by the person to whom the share of Class A Common Stock is to be issued; (b) Gazelle Holdco the Company will be deemed to make an additional Capital Contribution to the Company LLC of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company LLC as described under subsection (a) above, if any; (c) Parent the LLC will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to purchase from the Company a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco the Company to the Company LLC in subsection (b) above, above and (ii) the amount paid to the Company LLC as described under subsection (a) above, if any, and to deliver such share of Class A Common Stock Stack to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company LLC to own the shares of Common Stock for any purpose, including including, without limitation, for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco the Company to the Company LLC described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco the Company to the Company LLC described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle Holdcothe Company), the Company LLC will issue to Gazelle Holdco a number of the Company one Class A Common Units equal to the inverse of the Exchange Rate Unit and one Voting Unit registered in the name of Gazelle Holdco the Company for each share of Class A Common Stock issued by Parent the Company under the Incentive Plan; (e) the Company LLC will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE V;the allocation rules in Article V. (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed including including, without limitation, the reversion of that share of Class A Common Stock to Parentthe Company, the cancellation of the Class A Common Unit and Voting Unit issued to Parent the Company and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Lawlaw, of any compensation deductions previously allocated to the Members; and (g) if a share of Class A Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Class A Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Class A Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Class A Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Class A Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the CompanyLLC.

Appears in 1 contract

Samples: Operating Agreement (Wcof, LLC)

Incentive Plans. If at any time Parent Newco issues a share of Class A Common Stock under an Incentive Plan whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Class A Common Stock) or the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur: (a) the net proceeds (including the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent Newco to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value equal to the original principal balance of the that promissory note), if any, ) received by Parent Newco with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco Newco to the Company, which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Class A Common Stock is issued; (b) Gazelle Holdco Newco will be deemed to make an additional Capital Contribution to the Company of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company as described under subsection (a) above, if any; (c) Parent the Company will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company purchase from Newco a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco Newco to the Company in subsection (b) above, and (ii) the amount paid to the Company as described under subsection (a) above, if any, and to deliver such share of Class A Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Class A Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco Newco to the Company described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco Newco to the Company described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle HoldcoNewco), the Company will issue to Gazelle Holdco a number of Newco one Common Units equal to the inverse of the Exchange Rate Unit registered in the name of Gazelle Holdco Newco for each share of Class A Common Stock issued by Parent Newco under the Incentive Plan; (e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE the allocation rules in Article V; (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed including the reversion of that share of Class A Common Stock to ParentNewco, the cancellation of the Common Unit issued to Parent Newco and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Law, of any compensation deductions previously allocated to the Members; and (g) if a share of Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the Company.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Baker Hughes Inc)

Incentive Plans. If at any time Parent issues a share Following the Effective Date, the Board of Common Stock under Managers may adopt an Equity Incentive Plan whether (the “Equity Incentive Plan”) or a Bonus Profit Plan (the “Bonus Profit Plan”, and together with the Equity Incentive Plan the “Plans”) in a form reasonably acceptable to the Board of Managers and without the requirement that either Plan be approved by the exercise Members. The Members hereby agree that the Board of a stock option Managers shall have the authority to adopt and administer the Plans, or appoint an administrator thereof, in accordance with the terms of each Plan and this Agreement. The Board of Managers shall be permitted to issue or deem to be issued or allocated up to the number of Reserved Incentive Common Units (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Common Stock) the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur: (a) the net proceeds (including the amount Net Income of the exercise price paid LLC or gain from a Liquidation Event that would be attributable to such Common Units if such Units were issued) pursuant to the Plans, and any such Reserved Incentive Common Unit may be issued with a Profits Interest Threshold Amount, GDSVF&H\ 14 may be designated by the owner Board of Managers as Non-Voting Units and may be subject to vesting or other restrictions as determined by the promissory note representing any loan made Board of Managers. The Reserved Incentive Common Units may be increased with the approval of the Board of Managers and the Majority in Interest of the Series A-1 Members. Any Bonus Profit Plan adopted by Parent the Board of Managers shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. Unless otherwise provided in the Equity Incentive Plan or pursuant to a Unit grant agreement, Common Units that are Non-Voting Units issued under the Equity Incentive Plan shall represent solely an economic interest in the LLC. Holders of such Non-Voting Units shall be entitled to the owner allocations and distributions attributable to such Common Units, but shall otherwise have no rights or powers (including, without limitation, voting power) to participate in the management of the LLC with respect to a stock purchase awardtheir Common Units, which promissory note will and shall not be deemed to have a Fair Market Value equal to the original principal balance treated as, nor possess any of the promissory note)rights of, if any, received by Parent a member of a limited liability company under the Act. Any Member who receives Common Units for services shall make a timely and effective election under Section 83(b) of the Code in accordance with Section 1.83-2 of the Treasury Regulations with respect to such Common Units unless the share Board of Managers determines that such Member shall not be required to file such election. With respect to any Common Stock Unit issued that is intended to be a Profits Interest, both the LLC and all Members will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entitiesi) treat such Common Units as outstanding for U.S. federal income tax purposes, if applicable(ii) and from Gazelle Holdco to the Company, which amounts will be treated treat such Member as a partner for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Common Stock is issued; (b) Gazelle Holdco will be deemed to make an additional Capital Contribution to the Company of an amount of cash equal to: (i) the Closing Price on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company as described under subsection (a) above, if any; (c) Parent will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company a share of Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco to the Company in subsection (b) above, and (ii) the amount paid to the Company as described under subsection (a) above, if any, and to deliver such share of Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco to the Company described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco to the Company described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle Holdco), the Company will issue to Gazelle Holdco a number of Common Units equal to the inverse of the Exchange Rate registered in the name of Gazelle Holdco for each share of Common Stock issued by Parent under the Incentive Plan; (e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE V; (f) if the owner of any share of Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Common Stock and the share of Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Common Stock will be reversed including the reversion of that share of Common Stock to Parent, the cancellation of the Common Unit issued to Parent and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Law, of any compensation deductions previously allocated to the Members; and (g) if a share of Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share Common Units and (iii) file all tax returns and reports consistently with the foregoing, and neither the LLC nor any of its Members will deduct any amount (as wages, compensation or otherwise) from the fair market value of such Common Stock, the foregoing transactions shall be deemed to occur Units for U.S. federal income tax purposes when such share purposes. Members . The Members of Common Stock the LLC, including those Awardees who receive their Awards in accordance with the terms of the Equity Incentive Plan, are set forth on Exhibit A hereto, each of whom is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Common Stock shall for such purposes be treated as compensation paid admitted to the holder thereof LLC as a Member as of the Effective Date. The name and place of residence of each Member and a designation as to whether such Member is a Common Member or a Preferred Member is as set forth on Exhibit A attached hereto. Each Member shall be entitled to review such Member’s Exhibit A. Unless otherwise determined by the CompanyBoard of Managers, no Member, other than a Preferred Member, shall be entitled to receive a copy of, review or inspect any other Member’s Exhibit A. Each Member, other than a Preferred Member, hereby waives any rights such Member may have pursuant to the Act to receive, review or inspect, directly or indirectly, any other Member’s Exhibit A or any other books, records or documents containing substantially equivalent information.

Appears in 1 contract

Samples: Limited Liability Company Agreement (pdvWireless, Inc.)