Management Incentive Units. On the Effective Date, EPE Employee Holdings, LLC (“Employee Holdings”) shall issue to Employee 69,328 Class B Units in Employee Holdings as of the Effective Date (the “Management Incentive Units”). The Management Incentive Units will be subject to, and governed by, the terms and conditions set forth in the Second Amended and Restated Limited Liability Company Agreement of Employee Holdings, as amended from time to time (the “Employee Holdings LLC Agreement”) and an award agreement between Employee Holdings and Employee.
Management Incentive Units. (a) From time to time from and including the date hereof, the Board shall, subject to Section 6.12(b), have the power and discretion to approve the issuance of any class of Units to any manager, employee, independent contractor or consultant of the Company or its Subsidiaries including employees of VEI providing services under the Administrative Services Agreement (each such person, a “Management Member”). The Board shall have power and discretion to approve which managers, employees, independent contractors, or consultants shall be offered and issued such Units (“Management Incentive Units”), the number of Management Incentive Units to be offered and issued to each Management Member and the purchase price and other terms and conditions (including any deemed Capital Contributions in respect thereof) with respect thereto; provided that (i) holders of Management Incentive Units shall not have any voting rights with respect to their Management Incentive Units and (ii) the Board shall not issue more than eight hundred (800) Management Incentive Units that are Class A-1 Preferred Units, six hundred (600) Management Incentive Units that are Class A Common Units or four hundred fifty (450) Management Incentive Units that are Class B Common Units.
(b) The provisions of this Section 3.6 are designed to provide incentives to managers, employees, independent contractors or consultants of the Company or its Subsidiaries. This Section 3.6, together with the other terms of this Agreement and the Management Incentive Unit Agreements relating to Management Incentive Units, are intended to be a compensatory benefit plan within the meaning of Rule 701 of the Securities Act, and, unless and until the Company’s Equity Securities are publicly traded, the issuance of Management Incentive Units are, to the extent permitted by applicable federal securities laws, intended to qualify for the exemption from registration under Rule 701 of the Securities Act.
(c) On the date of each grant of Management Incentive Units to a Management Member, the Board will establish (and document in the applicable Management Incentive Unit Agreement) an initial “Participation Threshold” amount with respect to each such Management Incentive Unit granted on such date. The Participation Threshold determined by the Board shall be based on the Company’s net fair market value at the date of issuance, and shall be calculated in such a manner that each such Management Incentive Unit would not be entitled to a...
Management Incentive Units. Executive will be awarded incentive interests in the Company, which will be represented by units (“Management Incentive Units” or “MIUs”). Executive will receive an initial allocation of 25% of the total MIU participation as referenced in the LLC Agreement. All MIUs will be subject to vesting terms whereby if Executive has continued to serve the Company in the capacity of an employee, a fractional portion of the number of MIUs awarded will vest according to the following schedule: (i) 15% on each of the first five anniversaries of the date of the award of such MIUs and (ii) 25% on the date of the final liquidation of the Company. For the avoidance of doubt, an initial public offering (“IPO”) or any similar event will not be treated as a liquidation of the Company; provided, however, that in the event of an IPO the 25% vesting referenced in clause (ii) with respect to any MIUs will occur on the fifth anniversary of the date of the award of such MIUs. In the event of any interim monetization event that results in a distribution of cash with respect to MIUs, solely for purpose of that distribution, all the MIUs held by Executive will be treated as if they are fully vested.
Management Incentive Units. An Employee Member whose employment has terminated and each Permitted Transferee of such Employee Member shall not Transfer or attempt to Transfer its Repurchase Interests during the period in which such option is exercisable or after the exercise of such option. Any Transfer or attempted Transfer in violation of this Section 9.4 shall be null and void, and the Company shall not record such Transfer on its books or treat any such purported transferee of such Repurchase Interests as the owner of the Repurchase Interests for any purpose. The Company may assign its rights under this Section 9.4 to a party who has the financial ability to pay the full purchase price in cash for the Repurchase Interests as provided herein, subject to approval of the Board of Managers, excluding any Repurchase Interest Holder. Any subsequent Transfer or attempted Transfer shall continue to be subject to this Article 9. The exercise by the Company of the Repurchase Option and the other rights granted under this Section 9.4 shall be determined on behalf of the Company by the Board of Managers, excluding any Repurchase Interest Holder. The foregoing provisions of this Section 9.4 are subject to the terms of any Employment Agreement or Award Letter.
Management Incentive Units. The Managing Member may authorize Units for grant or sale to key employees of the Company other than Xxxxxxx (the "Incentive Units"), in such amounts, with such terms and conditions, and in such manner -- including incentive and non-qualified Unit options, restricted Unit grants, Unit bonuses or other option or incentive programs -- as the Managing Member shall determine from time to time; provided, however, that in no event shall the number of outstanding Incentive Units exceed 49.3343219; and provided, further, that it shall be a condition to the issuance of any Incentive Units that the employee or other recipient, as the case may be, execute and deliver to the Company and each party hereto a counterpart of this Agreement. Upon such execution and delivery, Exhibit A hereto shall be deemed to be amended to include the name of such employee or other recipient, as the case may be, and such employee or other recipient, as the case may be, shall be deemed to be a Member for all purposes hereof. In the event a Member ceases to own beneficially Incentive Units, such Member shall no longer be deemed a Member for any purpose hereunder. The Ownership Percentage of each Member shall be diluted proportionally by the issuance of any additional Units pursuant to this Section 2.7.
Management Incentive Units
