Incentive Units. Nothing in this Agreement shall alter, limit, or void the respective rights and obligations of the parties with regard to any grant of incentive units to Executive under any Pluralsight Holdings, LLC Incentive Unit Offer Letter (the “Incentive Unit Offer Letter”).
Incentive Units. (a) The Board may cause the Company to issue Incentive Units to existing or new employees, officers, consultants or other service providers of the Company or any of its Subsidiaries pursuant to an Equity Agreement approved by the Board, which Equity Agreement shall contain such provisions as the Board shall determine, which may include (i) the forfeiture of, or the right of the Company to repurchase, all such Incentive Units issued from each holder thereof in the event that such Person ceases to be an employee, officer, consultant of, or to perform other services for, the Company or upon such other conditions as determined by the Board, and (ii) provisions regarding vesting of such Incentive Units, including upon the happening of certain events, upon the passage of a specified period of time, upon the fulfillment of certain conditions or upon the achievement by the Company of certain performance goals.
(b) Incentive Units may only be granted in exchange for services provided or to be provided to the Company or any Subsidiary thereof. Consistent with the foregoing, Incentive Units are intended to be treated as “profits interests” under IRS Revenue Procedure 93- 27 and IRS Revenue Procedure 2001-43 and the provisions of this Agreement and any Equity Agreement pursuant to which Incentive Units are granted shall be interpreted and applied consistently therewith. In the event that an Incentive Unit is issued after the date hereof, the Board may make appropriate adjustments to the terms of such Incentive Unit in order for such Incentive Unit to be treated as a “profits interest” as described in the immediately preceding sentence, including establishing a threshold amount of cumulative Distributions that must be made with respect to all or one or more specified classes of Units outstanding immediately prior to the issuance of such Incentive Unit before such Incentive Unit may receive any Distributions and/or adjusting the existing Return Threshold in respect of such Incentive Unit. The Return Threshold applicable to any Incentive Unit shall be specified by the Company at the time of issuance and shall be determined so as to cause such Incentive Unit to constitute a “profits interest” within the meaning of IRS Revenue Procedure 93-27 and IRS Revenue Procedure 2001-43, although the Company shall have no liability for the failure of such Incentive Unit to so qualify. The provisions of this Section 3.3 shall apply regardless of whether or not the holder of an Incenti...
Incentive Units. The Units of Aggregator issued to Executive hereunder (the “Incentive LLC Units”) and the corresponding LLC Units of Cure TopCo issued to Aggregator (the “Corresponding Incentive Units”) are subject to the vesting conditions set forth in this Section 3. A portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on Appendix B, shall be subject to time-based vesting conditions (the “Time-Based Units”) and a portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on Appendix B, shall be subject to performance-based and time-based vesting conditions, as applicable (the “Performance-Based Units”). For purposes of this Agreement and the Aggregator LLC Agreement, the Incentive LLC Units and Corresponding Incentive Units which have become vested in accordance with this Section 3 shall be referred to herein as the “Vested Units” and the remaining Incentive LLC Units and Corresponding Incentive Units shall be referred to herein as the “Unvested Units.” The Incentive LLC Units are subject to the restrictions set forth in this Agreement.
Incentive Units. The number of “Incentive Units” awarded to you, is designated above under the Number of Units.
Incentive Units. The memorandum record of a Participant’s Award, that is used to determine each Participant’s proportionate share of the Incentive Bonus Pool. A maximum of 100 Incentive Units are available for Awards under the Plan.
Incentive Units. (a) The Company may issue Class B Common Units to existing or new employees, officers, directors, other service providers or consultants of the Company or its Subsidiaries (each, a “Management Unitholder”) pursuant to written agreements approved by the Board (each such agreement, regardless of its actual title, as amended, modified and waived from time to time in accordance with its terms, is referred to herein as an “Incentive Unit Grant Agreement”). The Company may make the Class B Common Units and any issuance thereof and any Incentive Unit Grant Agreement subject to the terms and conditions of any equity or unit incentive plan, as the same may be amended or modified from time to time in accordance with its terms, as may have been adopted by the Company or its Subsidiaries on or before the date of such issuance or Incentive Unit Grant Agreement. On the date of each grant of Class B Common Units to a Management Unitholder who is, or as a result of such grant becomes, a holder of Class B Common Units pursuant to a grant made under an Incentive Unit Grant Agreement or similar agreement, the Board shall establish an initial “Participation Threshold” amount with respect to each Class B Common Unit granted on such date. Unless otherwise determined by the Board, the Participation Threshold with respect to a Class B Common Unit shall be equal to or greater than the Liquidation Value of a Class A Common Unit on the date of grant of such Class B Common Unit. The Board may designate a series number for each subset of Class B Common Units consisting of Class B Common Units having the same Participation Threshold, which Participation Threshold differs from the Participation Thresholds of all Class B Common Units not included in such subset. If the Board elects to so designate Class B Common Units, then the first Class B Common Unit issued on or after the date hereof shall be designated a “Series 1 Class B Common Unit.” Each Class B Common Unit’s Participation Threshold shall be adjusted after the grant of such Class B Common Unit in the following manner:
(i) In the event of any Distribution pursuant to Section 4.1(a)(iii), the Participation Threshold of each Class B Common Unit outstanding at the time of such Distribution shall be reduced (but not below zero) by the amount that each Class A Common Unit receives in such Distribution (with such reduction occurring immediately after the determination of the portion of such Distribution, if any, that such Class B Common...
Incentive Units. The term “Incentive Units” shall have the meaning set forth in the preface.
Incentive Units. (a) The Partnership previously issued partnership interests (the “Incentive Units”) that may result in the classification of a portion of the Incentive Units as Class C Common Units of the Partnership based on the future appreciation of the Partnership’s equity value (the “Class C Common Units”) in accordance with the terms and conditions set forth in this SECTION 2 (references in this SECTION 2 to “SPH SPV” shall include any Affiliate or Persons designated by SPH SPV to be a recipient of Incentive Units):
(i) The aggregate number of Incentive Units issued to SPH SPV shall be equal at all times to 100 percent (100%) of the number of the Common Units of the Partnership outstanding, on a fully diluted basis, inclusive of Common Units held by any non-wholly owned subsidiaries of the Partnership, subject to adjustment as provided in this SECTION 2(a) and SECTION 2(b). As of May 11, 2012, (the “Incentive Unit Grant Date”) the number of Incentive Units was 32,122,686.
(ii) The Partnership shall classify a portion of the Incentive Units, such classification to be determined as of the last day of each fiscal year of the Partnership (the “Incentive Calculation Date”), as Class C Common Units in a number equal to the Annual Incentive Number (as defined below) as of such Incentive Calculation Date.
Incentive Units. With respect to the Class M Units (the “Incentive Units”) granted pursuant to the equity-based incentive compensation programs of the Company and its affiliates (the “Equity Award Program”), (i) each grant of Incentive Units was duly authorized no later than the date on which the grant of such Incentive Unit was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company or an affiliate (or a duly constituted and authorized committee thereof), and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms of the Equity Award Program and all other applicable laws, and (iii) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company.
Incentive Units. (a) The following Incentive Units are hereby created, subject to the adjustments provided for in this Section 3.3:
(i) 990,414 “Legacy Tier I Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “Legacy Tier I Units;”
(ii) 1,000,000 “Legacy Tier II Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “Legacy Tier II Units;”
(iii) 1,000,000 “Legacy Tier III Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “Legacy Tier III Units;”
(iv) 817,546 “New Tier I Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “New Tier I Units;”
(v) 677,546 “New Tier II Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “New Tier II Units;”
(vi) 677,546 “New Tier III Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “New Tier III Units;” and
(vii) 677,546 “New Tier IV Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “New Tier IV Units.”
(b) The Incentive Units are non-voting, and subject to vesting, forfeiture and termination as follows:
(A) The Legacy Tier I Units held by each Employee shall vest ratably over a three-year period following the grant of the “Legacy Tier I Units” of Rice Appalachia Holdings, LLC that corresponds, pursuant to the Master Reorganization Agreement, to the Legacy Tier I Units granted thereunder to such Employee, with one-third vesting on the first anniversary of such grant, an additional one-third vesting on the second anniversary of such grant and the remaining one-third vesting on the third anniversary of such grant (with vesting between such anniversaries occurring pro rata determined by multiplying the number of such Incentive Units that would vest on the next annual vesting date by a fraction with a numerator equal to the number of full months which have then elap...
