Management Incentive Units Sample Clauses

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.
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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 200,000 MIUs 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, June 1, 2010 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.
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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.
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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.
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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.
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Management Incentive Units. (a) From time to time after the date hereof, the Board shall have the power and discretion to approve the issuance to any employee, officer, Manager, director, consultant or advisor of the Company or any of its Subsidiaries (each an “Eligible Service Provider”) of authorized but unissued Units representing a fractional part of the interests in Profits, Losses and Distributions of the Members and having the rights and obligations specified with respect to Class B Units or such other class of Units as the Board may establish from time to time in this Agreement (“
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Management Incentive Units. (a) Subject to the terms of the Stockholders Agreement, the Board may, in its sole discretion and without the consent of any Limited Partner, at any time, and without the need for any amendment hereunder, from time to time after the date hereof, approve the issuance of Management Incentive Units to any Person that is an employee, officer, consultant, contractor or advisor of the Partnership or its Subsidiaries, upon the terms and subject to the conditions set forth in this Agreement. Management Incentive Units issued under this Agreement (a) may be intended, as determined by the Board, to be “profits interests” as described in Revenue Procedure 93-27, Revenue Procedure 2001-43, and Notice 2005-43 (promulgated by the United States Internal Revenue Service) with an initial Fair Market Value equal to zero and (b) shall be subject to the provisions of a written agreement satisfactory in form and substance to the Board evidencing the issuance of such Units. Further, each Management Limited Partner that is a United States Person or entity shall make and file with the Internal Revenue Service a “Section 83(b) Election” in such form as required by applicable Treasury regulations (Treas. Reg. §1.83-2). Any Section 83(b) Election shall be filed within thirty days of the date of issuance of a Management Incentive Unit to a Management Limited Partner.
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Management Incentive Units. (a) From time to time from and including the date hereof, the Board shall have the power and discretion to approve the issuance of Class A Units and Class B Units in the aggregate to any manager, employee, independent contractor or consultant of the Company or its Subsidiaries (each such person, a “Management Member”); provided that no such Class A Units or Class B Units are authorized as of the date hereof. 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 with respect thereto.
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Management Incentive Units 
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Related to Management Incentive Units

  • Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.

  • Forfeiture of Restricted Stock Units Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”

  • Company Restricted Stock Units At the Effective Time of the First Merger, each Company Restricted Stock Unit then outstanding shall be assumed by Parent (each, an “Assumed RSU”). Subject to, and in accordance with, the terms of the applicable Company Stock Plan and any applicable award or other agreement, each Assumed RSU shall be converted into the right to receive the number of shares of Parent Common Stock (or an amount in respect thereof for cash settled Company Restricted Stock Unit) equal to the number of shares of Company Common Stock subject to the Company Restricted Stock Unit multiplied by the Stock Award Exchange Ratio (rounded down to the nearest whole number of shares of Parent Common Stock). Each Company Restricted Stock Unit shall have the same terms and conditions as were in effect immediately prior to the Effective Time of the First Merger other than with respect to those Company Restricted Stock Units listed (i) in Section 5.9(c)(i) of the Company Disclosure Schedule that were subject to performance based vesting conditions prior to the date of this Agreement and that shall be deemed issued and vested in their entirety at the Effective Time of the First Merger and released from any forfeiture rights pertaining to such shares in favor of Company, Parent or Surviving Entity, and (ii) in Section 5.9(c)(ii) of the Company Disclosure Schedule, which shall be deemed issued in their entirety at the Effective Time of the First Merger, which shall be converted into the right to receive Parent Common Stock according to the same formula applied to the Assumed RSUs above, and which shall be subject to quarterly vesting over a two-year period following the Effective Date in accordance with the terms of the 2006 Plan. Except as set forth in this Section 5.9(c). Company shall not take or permit any action that would accelerate vesting of any Company Restricted Stock Unit, except to the extent required by the terms of any such Company Restricted Stock Unit as in effect on the date hereof. Copies of the relevant agreements governing such Company Restricted Stock Unit and the vesting thereof have been provided to Parent. Except as set forth in this Section 5.9(c), all outstanding rights that Company may hold immediately prior to the Effective Time of the First Merger to the forfeiture of shares of Company Common Stock subject to the Company Restricted Stock Unit shall be assigned to Parent in the First Merger and shall thereafter be held by Parent upon the same terms and conditions in effect immediately prior to the Effective Time of the First Merger, except that the shares forfeitable pursuant to such rights shall be appropriately adjusted to reflect the Stock Award Exchange Ratio.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Performance Stock Units The Company may grant to Executive performance stock units (“PSUs”) pursuant to the Incentive Plan. All PSUs are subject to and conditioned on approval of the grant and its terms by the Board. All granted PSUs shall vest as provided in the applicable PSU grant notice and grant agreement (“PSU Agreement”). All PSUs shall be subject to the terms and conditions of the Incentive Plan and a PSU Agreement in a form prescribed by the Company, which Executive must sign as a condition to receiving the PSUs.

  • Award of Restricted Stock Units The Company, effective as of the date of this Agreement, hereby grants to Participant an award of Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, plus an additional amount pursuant to Section 2(b) hereof, subject to the terms and conditions set forth in this Agreement.

  • Award of Performance Stock Units The Company hereby grants to you, effective as of the Grant Date, an Award of Performance Stock Units for that number of Performance Stock Units communicated to you and set forth in the Company’s records (the “PSUs”), on the terms and conditions set forth in such communication, this Agreement and the Plan. Each PSU represents the right to receive one share of Stock, subject to the terms and conditions set forth herein.

  • Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

  • Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

  • Payment of Restricted Stock Units Payment of Restricted Stock Units that vest pursuant to this Section shall be made in Shares (or, if applicable, settlement in the same consideration paid to the stockholders of the Company pursuant to the Change in Control), as soon as practicable following the applicable vesting date. The Restricted Stock Units are intended to be exempt from application of Section 409A of the Code, and any ambiguities set forth herein shall be interpreted accordingly. However, to the extent that an exemption is not available and the Restricted Stock Units are “deferred compensation” subject to the requirements of Section 409A of the Code, the following provisions shall apply and shall supersede anything to the contrary set forth herein and in the Plan to the extent required for the settlement of the Restricted Stock Units to comply with the requirements of Section 409A of the Code. In a Change in Control or Corporate Transaction the Award must be assumed, continued or substituted by the Surviving Corporation or the Parent Corporation and any Shares scheduled to be issued upon an applicable scheduled Vest Date may not be earlier issued unless the Change in Control or Corporate Transaction is also a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as described in Code Section 409A(a)(2)(A)(iv) and an exemption is available and elected under Treasury Regulation 1.409A-3(j)(4)(ix)(B) or such earlier issuance of the Shares is otherwise permitted by Section 409A of the Code. The Company retains the right to provide for earlier issuance of Shares in settlement of the Restricted Stock Units to the extent permitted by Section 409A of the Code.

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