Common use of Initial Equity Grant Clause in Contracts

Initial Equity Grant. On or about November 4, 2024, Executive shall receive a grant of restricted stock units that settle in a number of shares of the Company’s Class A common stock (the “RSU Award”) determined by dividing $2,500,000 by the thirty (30)-day volume weighted average price per share of Class A common stock preceding the date of grant. 25% of the RSU Award will vest on the date of grant and the remaining 75% of the RSU Award will vest in substantially equal quarterly installments over a three (3) year period, starting on the one (1) year anniversary of the date and grant, with the first vesting date for the remaining 75% portion occurring on the first day of the first month following the 15 month anniversary of the grant date and with subsequent vesting dates occurring on each three-month anniversary thereof until such RSU Award is fully vested on the four (4) year anniversary of the grant date, in all cases subject to Executive’s continued employment through each such vesting date. The RSU Award will be granted pursuant to the terms of a form of RSU Award agreement to be adopted by the Company. If, however, Executive chooses to terminate Executive’s employment with the Company without Good Reason (and not due to Disability (as defined below)) or the Company terminates Executive for Cause (as defined in Exhibit A), in each case, prior to the one (1) year anniversary of the Commencement Date, Executive hereby agrees immediately (and in all events within fifteen (15) days following the date of such termination) to (i) transfer ownership of each share of the Company’s stock delivered in respect of the RSU Award (as well as all non-cash property distributed with respect to any such share) that is then-owned by Executive or any of Executive’s family members, estate planning vehicles or other parties related to Executive back to the Company without payment therefor, and (ii) deliver to the Company in cash the gross amount of all proceeds, dividends and distributions received by Executive or his/her family members, estate planning vehicles or other parties related to Executive in respect of the shares of the Company’s stock delivered in respect of the RSU Award (including, without limitation, all proceeds received in respect of the sale or exchange of any non-cash property distributed in respect of shares of the Company’s stock underlying the RSU Award).

Initial Equity Grant. On or about November 4(i) Upon the Effective Date and in lieu of any other equity grant with respect to 2014, 2024, the Executive shall receive a grant be granted an equity award in the form of restricted stock units that settle in a number of shares of based on the Company’s Class A common stock with a Fair Market Value (as defined in the Company’s Amended and Restated 2011 Omnibus Incentive Compensation Plan) equal to the amount set forth on Exhibit A (the “RSU AwardRegular Restricted Stock Units”) determined by dividing $2,500,000 by the thirty (30)-day volume weighted average price per share of Class A common stock preceding the date of grant). The Executive will be fully vested in 25% of the RSU Award Regular Restricted Stock Units as of the Effective Date, and will vest on the date of grant and in the remaining 75% of the RSU Award will vest Regular Restricted Stock Units ratably, in substantially equal quarterly installments over a three (3) year period25% increments, starting on the one (1) year anniversary of the date and grant, with the first vesting date for the remaining 75% portion occurring on the first day of the first month following the 15 month anniversary of the grant date and with subsequent vesting dates occurring on each three-month anniversary thereof until of December 31, 2014, December 31, 2015, and December 31, 2016 (each such RSU Award is fully vested on the four (4) year anniversary of the grant datedate a “Vesting Date”), in all cases subject to the Executive’s continued employment with the Company through each such vesting date. The RSU Award will be granted pursuant to Notwithstanding the terms foregoing, in the event of a form termination of RSU Award agreement to be adopted by the Company. If, however, Executive chooses to terminate Executive’s employment with without Cause or if the Company without Executive resigns for Good Reason (and not due to Disability (as defined below)) or the Company terminates Executive for Cause (as defined in Exhibit A)Reason, in each case, other than within eighteen (18) months following the Effective Date, the Executive will vest in that number of Restricted Stock Units equal to the product of (A) the number of Restricted Stock Units scheduled to vest on the next Vesting Date and (B) a fraction, the numerator of which is the number of days from the immediately preceding Vesting Date prior to the one (1) year anniversary termination of employment, and the denominator of which is 365; provided, however, that solely in the event of a termination of the Commencement Executive’s employment without Cause or if the Executive resigns for Good Reason, in each case, within eighteen (18) months following the Effective Date, the Executive hereby agrees immediately (and will vest in all events within fifteen (15) days following the date that number of such termination) to (i) transfer ownership of each share of the Company’s stock delivered in respect of the RSU Award (as well as all non-cash property distributed with respect to any such share) that is then-owned by Executive or any of Executive’s family members, estate planning vehicles or other parties related to Executive back Restricted Stock Units equal to the Company total number of Restricted Stock Units scheduled to vest on the next Vesting Date, without payment therefor, and (ii) deliver to the Company in cash the gross amount of all proceeds, dividends and distributions received by Executive or his/her family members, estate planning vehicles or other parties related to Executive in respect of the proration. Regular Restricted Stock Units shall be settled promptly upon vesting. Any shares of the Company’s common stock delivered provided to the Executive in respect settlement of the RSU Award Regular Restricted Stock Units shall be retained by the Executive (includingafter giving effect to any tax withholding obligations with respect to such Regular Restricted Stock Units) until December 31, without limitation2016. (ii) In lieu of any other equity grant with respect to 2014, all proceeds received upon the Effective Date, the Executive shall be granted an equity award in respect the form of restricted stock units based on the Company’s common stock with a Fair Market Value (as defined in the Company’s Amended and Restated 2011 Omnibus Incentive Compensation Plan) equal to the amount set forth on Exhibit A (the “Additional Restricted Stock Units” and together with the “Regular Restricted Stock Units,” the “Restricted Stock Units”). The Additional Restricted Stock Units shall vest 33.4% on the first anniversary of the sale Effective Date and 33.3% on each of the second and third anniversaries of the Effective Date, subject to the Executive’s continued employment with the Company through each such date. Notwithstanding the foregoing, in the event of a termination of the Executive’s employment without Cause or exchange if the Executive resigns for Good Reason, the Executive will vest in that number of any non-cash property distributed in Additional Restricted Stock Units equal to the product of (A) the number of Additional Restricted Stock Units scheduled to vest on the next anniversary of the Effective Time and (B) a fraction, the numerator of which is the number of days from the immediately preceding vesting date (or, with respect to terminations of employment during the first vesting period, the Effective Date) prior to the termination of employment, and the denominator of which is 365. The Additional Restricted Stock Units shall be settled immediately upon vesting. Any shares of the Company’s common stock underlying provided to the RSU AwardExecutive in settlement of the Additional Restricted Stock Units shall be retained by the Executive (after giving effect to any tax withholding obligations with respect to such Restricted Stock Units) until the third anniversary of the Effective Date. (iii) Upon the occurrence of a Change of Control while the Executive is still employed by the Company or upon the Executive’s death or Disability, all outstanding Restricted Stock Units shall be 100% vested. For the purposes of this Agreement, the term “Change of Control” shall have the meaning ascribed to it in the Company’s 2011 Omnibus Incentive Compensation Plan. Except as expressly provided in this Section 4(d), the Restricted Stock Units shall have the same terms and conditions as the terms and conditions applicable to restricted stock units generally under the Company’s form of grant award agreement as provided under the Company’s 2011 Omnibus Incentive Compensation Plan.

Initial Equity Grant. On or about November 4Subject to the approval of the Compensation Committee, 2024on the Effective Date, Executive shall receive be granted initial grants of Equity Awards (the “Initial Grants”) on the following terms: (i) a grant of restricted stock units with a grant date fair value of $2,300,000 (determined in accordance with FASB) that settle in vests, subject to continued employment, as follows (A) restricted stock with a number grant date fair value of shares of the Company’s Class A common stock (the “RSU Award”) determined by dividing $2,500,000 by the thirty (30)-day volume weighted average price per share of Class A common stock preceding the date of grant. 25% of the RSU Award will vest 1,100,000 that vests on the date of grant and the remaining 75% of the RSU Award will vest in substantially equal quarterly installments over a three (3) year period, starting on the one (1) year first anniversary of the Effective Date, (B) restricted stock with a grant date and grant, with the first vesting date for the remaining 75% portion occurring fair value of $1,100,000 that vests on the first day of the first month following the 15 month second anniversary of the Effective Date and (C) restricted stock with a grant date and with subsequent vesting dates occurring on each three-month anniversary thereof until such RSU Award is fully vested fair value of $100,000 that vests on the four (4) year third anniversary of the grant date, in all cases subject to Executive’s continued employment through each such vesting date. The RSU Award will be granted pursuant to the terms of a form of RSU Award agreement to be adopted by the Company. If, however, Executive chooses to terminate Executive’s employment with the Company without Good Reason (and not due to Disability (as defined below)) or the Company terminates Executive for Cause (as defined in Exhibit A), in each case, prior to the one (1) year anniversary of the Commencement Effective Date, Executive hereby agrees immediately (and in all events within fifteen (15) days following the date of such termination) to (i) transfer ownership of each share of the Company’s stock delivered in respect of the RSU Award (as well as all non-cash property distributed with respect to any such share) that is then-owned by Executive or any of Executive’s family members, estate planning vehicles or other parties related to Executive back to the Company without payment therefor, and (ii) deliver restricted stock with a grant date fair value of $1,300,000 (determined in accordance with FASB) that vests, subject to continued employment, on the seventh anniversary of the Effective Date. In the event that the Company provides Executive timely notice, in accordance with Section 2, that the Company is not renewing the Employment Term, upon termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, or due to Executive’s death or Incapacity, in each case on or after the Expiration Date, the restricted stock grant set forth at clause (ii) shall become vested on the same basis as provided in Section 4 for Equity Awards on a termination by the Company without Cause or by Executive for Good Reason, or due to Executive’s death or Incapacity, as applies, without regard for such expiration. All other terms and conditions of the Initial Grants shall be established by the Compensation Committee prior to the Effective Date; provided that the Company may make the Initial Grants as an “inducement award” and not expressly pursuant to the Plan in cash which case the gross amount of Company shall take all proceeds, dividends actions as are required to satisfy NASDAQ listing rules applicable to such grants and distributions received by Executive or his/her family members, estate planning vehicles or other parties related to Executive in respect of shall file a Form S-8 registering the shares of common stock respecting the Company’s stock delivered Initial Grants in respect of the RSU Award (including, without limitation, all proceeds received in respect of the sale or exchange of any non-cash property distributed in respect of shares of the Company’s stock underlying the RSU Award)a timely manner.

Initial Equity Grant. On In addition to any other equity-based compensation or equity awards the Company or any other member of the Company Group grants to Executive on or after the Effective Date, the Company shall grant to Executive, as soon as practicable following the Effective Date, under the Company’s 2016 Equity Incentive Plan (as amended, the “Plan”) five hundred thousand (500,000) restricted stock units (the “RSUs”). The RSUs grant will be evidenced by the Company’s standard form Restricted Stock Units Agreement that will specify such other terms and conditions as the Board, in its sole discretion, will determine in accordance with the terms and conditions of the Plan, including all terms, conditions and restrictions related to the grant and the form of payout, which, subject to Section 9(d) of the Plan, may be left to the discretion of the Board. (i) Fifty percent (50%) of the RSUs (the “First RSUs Tranche”) shall vest during the first open trading window under the Company’s Xxxxxxx Xxxxxxx Policy which occurs after the 1st anniversary of the Effective Date (anticipated to be on or about November 416, 2024, Executive shall receive a grant of restricted stock units that settle in a number of shares of the Company’s Class A common stock 2021) (the “RSU AwardInitial Vesting Date”) determined by dividing $2,500,000 by and (ii) the thirty remaining fifty percent (30)-day volume weighted average price per share of Class A common stock preceding the date of grant. 25% 50%) of the RSU Award will RSUs (the “Second RSUs Tranche”) shall vest on the date of grant and the remaining 75% upon each of the RSU Award will vest in substantially equal first four (4) quarterly installments over a three anniversaries of the Initial Vesting Date with the last fourth (34th) year period, starting on vesting date being the one (1) two-year anniversary of the date Effective Date (each, a “Subsequent Vesting Date” and grant, together with the first vesting date for the remaining 75% portion occurring on the first day of the first month following the 15 month anniversary of the grant date and with subsequent vesting dates occurring on Initial Vesting Date, each three-month anniversary thereof until such RSU Award is fully vested on the four (4) year anniversary of the grant datea “Vesting Date”), in all cases subject to Executive’s continued employment with the Company, and this Agreement being in effect, through each such vesting datethe applicable Vesting Date. The Each vested RSU Award will shall be granted pursuant settled by delivery to Executive of one share of Common Stock on the terms first to occur of: (i) the date of a form Change of RSU Award agreement to be adopted by Control, (ii) promptly after the Company. Ifapplicable Vesting Date, however, Executive chooses to terminate (iii) the date of Executive’s employment with death, and (iv) the Company without Good Reason (and not due to date of Executive’s Disability (as defined below) (in any case, the “Settlement Date”)) . Notwithstanding the foregoing or anything herein to the Company terminates Executive for Cause contrary, if you remain employed through the date of a Change of Control (as defined in Exhibit Abelow), all then-unvested RSUs shall vest in each case, full effective immediately prior to such Change of Control; provided, that in the one (1) year anniversary event a Change of Control occurs as a result of a consummation of a transaction described on Exhibit D attached hereto, only 50% of then-unvested RSUs shall vest in full effective immediately prior to such Change of Control. Upon the Commencement Settlement Date, Executive hereby agrees immediately shall be entitled, at his discretion and to the extent permitted by applicable law, to satisfy his tax obligations arising in connection with the settlement of his RSUs through the sale by Executive in the open market of a number of shares of Common Stock underlying the RSUs up to the maximum applicable withholding rate solely to satisfy the Executive’s tax obligations arising as a result of the vesting of the vested RSUs. As permitted by law and subject to any required consents and applicable lock-up requirements, on each Settlement Date, the Company shall use its commercially reasonable efforts to settle a number of vested RSUs sufficient to cover Executive’s employment tax obligation arising in connection with the settlement of his vested RSUs in the open market transactions pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-234619) (the “S-8”), filed with the SEC on November 12, 2019 (or such other amendment or successor Form S-8 filed by the Company, if any) (the “S-8 Settlement”), provided, that such S-8 is then effective. By signing this Agreement, Executive acknowledges receipt and in all events within fifteen (15) days following understands the date of such termination) to (i) transfer ownership of each share terms of the Company’s stock delivered in respect of the RSU Award (as well as all non-cash property distributed with respect to any such share) that is then-owned by Executive or any of Executive’s family members, estate planning vehicles or other parties related to Executive back to the Company without payment therefor, and (ii) deliver to the Company in cash the gross amount of all proceeds, dividends and distributions received by Executive or his/her family members, estate planning vehicles or other parties related to Executive in respect of the shares of the Company’s stock delivered in respect of the RSU Award (including, without limitation, all proceeds received in respect of the sale or exchange of any non-cash property distributed in respect of shares of the Company’s stock underlying the RSU Award)Xxxxxxx Xxxxxxx Policy.