Common use of Management Incentive Units Clause in Contracts

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 any distributions under Section 4.1 any earlier than such later date as the Company’s net fair market value has appreciated above that which existed on the date of issuance. (d) Each Management Incentive Unit’s Participation Threshold shall be adjusted after the grant of such Management Incentive Unit as follows: (i) In the event of any Distribution pursuant to Section 4.1(a)(iv), the Participation Threshold of each Management Incentive Unit outstanding at the time of such Distribution shall be reduced (but not below zero) by the amount of such Distribution. (ii) In the event of any change in the Company’s capital or economic structure not addressed above (including any redemption of outstanding Units), the Board may equitably adjust the Participation Thresholds of the outstanding Management Incentive Units to the extent necessary (in the Board’s good faith judgment) to prevent such capital structure change from changing the economic rights represented by the Management Incentive Units in a manner that is disproportionately favorable or unfavorable in relation to the economic rights of other classes or series of outstanding Units. (e) In connection with any approved issuance of Management Incentive Units to a Management Member hereunder, such Management Member shall execute a counterpart to this Agreement (or a joinder to this Agreement in a form acceptable to the Company), accepting and agreeing to be bound by all terms and conditions hereof, and shall enter into such other documents and instruments to effect such purchase (including, without limitation, a Management Incentive Unit Agreement) as are required by the Board. (f) If the Board so determines, the Management Incentive Units issued to any Management Member shall become vested in accordance with the vesting schedule determined by the Board in connection with the issuance of such Management Incentive Units (and reflected in the relevant Management Incentive Unit Agreement). Management Incentive Units that are subject to vesting and that are vested per such vesting schedule or by the Board are referred to herein as “Vested Units”. Management Incentive Units that are subject to vesting and that are not yet vested per such vesting schedule, or as otherwise provided by the Board, are referred to herein as “Unvested Units”. Management Incentive Units that are not subject to vesting or that are fully vested on the date of issuance shall be deemed “Vested Units” for all purposes hereunder. (g) The Management Incentive Units to be issued under this Agreement may be intended to be “profits interests,” within the meaning of IRS Revenue Procedures 93-27 and 2001-43. (h) Each Management Member shall make and file with the Internal Revenue Service a “Section 83(b) Election” with respect to the Management Incentive Units in such form as required by applicable Treasury Regulations. Any such Section 83(b) Election shall be filed within 30 days of the grant date of a Management Incentive Unit to a Management Member. Each Management Member acknowledges and understands that it is such Management Member’s sole obligation and responsibility to timely file such Section 83(b) Election, and neither the Company nor its legal or financial advisors shall have (i) any obligation or responsibility with respect to such filing or (ii) any liability resulting or arising from the failure to timely file such Section 83(b)

Management Incentive Units. (a) From time to time from and including the date hereof, the Board shall, subject to Section 6.12(b), shall have the power and discretion to approve the issuance of any class 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 including employees of VEI providing services under the Administrative Services Agreement (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 (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 any distributions under Section 4.1 any earlier than such later date as the Company’s net fair market value has appreciated above that which existed on the date of issuance. (d) Each Management Incentive Unit’s Participation Threshold shall be adjusted after the grant of such Management Incentive Unit as follows: (i) In the event of any Distribution pursuant to Section 4.1(a)(iv), the Participation Threshold of each Management Incentive Unit outstanding at the time of such Distribution shall be reduced (but not below zero) by the amount of such Distribution. (ii) In the event of any change in the Company’s capital or economic structure not addressed above (including any redemption of outstanding Units), the Board may equitably adjust the Participation Thresholds of the outstanding Management Incentive Units to the extent necessary (in the Board’s good faith judgment) to prevent such capital structure change from changing the economic rights represented by the Management Incentive Units in a manner that is disproportionately favorable or unfavorable in relation to the economic rights of other classes or series of outstanding Units. (e) In connection with any approved issuance of Management Incentive Units to a Management Member hereunder, such Management Member shall execute a counterpart to this Agreement (or a joinder to this Agreement in a form acceptable to the Company), accepting and agreeing to be bound by all terms and conditions hereof, and shall enter into such other documents and instruments to effect such purchase (including, without limitation, a Management Incentive Unit Agreement) as are required by the Board. (f) If the Board so determines, the Management Incentive Units issued to any Management Member shall become vested in accordance with the vesting schedule determined by the Board in connection with the issuance of such Management Incentive Units (and reflected in the relevant Management Incentive Unit Agreement). Management Incentive Units that are subject to vesting and that are vested per such vesting schedule or by the Board are referred to herein as “Vested Units”. Management Incentive Units that are subject to vesting and that are not yet vested per such vesting schedule, or as otherwise provided by the Board, are referred to herein as “Unvested Units”. Management Incentive Units that are not subject to vesting or that are fully vested on the date of issuance shall be deemed “Vested Units” for all purposes hereunder. (g) The Management Incentive Units to be issued under this Agreement may be intended to be “profits interests,” within the meaning of IRS Revenue Procedures 93-27 and 2001-43. (h) Each Management Member shall make and file with the Internal Revenue Service a “Section 83(b) Election” with respect to the Management Incentive Units in such form as required by applicable Treasury Regulations. Any such Section 83(b) Election shall be filed within 30 days of the grant date of a Management Incentive Unit to a Management Member. Each Management Member acknowledges and understands that it is such Management Member’s sole obligation and responsibility to timely file such Section 83(b) Election, and neither the Company nor its legal or financial advisors shall have (i) any obligation or responsibility with respect to such filing or (ii) any liability resulting or arising from the failure to timely file such Section 83(b)

Management Incentive Units. (a) From time to time from and including after the date hereof, the Board shall, subject to Section 6.12(b), shall have the power and discretion to approve the issuance of any class of Units to any manager, employee, independent contractor officer, Manager, director, consultant or consultant advisor of the Company or any of its Subsidiaries including employees (each an “Eligible Service Provider”) of VEI providing services under authorized but unissued Units representing a fractional part of the Administrative Services 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 (each such person, a “Management MemberIncentive Units”). The Board shall have the power and discretion to establish a Management Incentive Plan setting forth such terms and conditions as the Board shall deem appropriate to facilitate the issuance of Management Incentive Units. The Board shall have the power and discretion to approve which managers, employees, independent contractors, or consultants Eligible Service Providers shall be offered and issued such Units (“Management Incentive Units”), the number of Management Incentive Units to be offered and issued to each such Eligible Service Provider, the vesting, forfeiture and other restrictions, if any, governing such Management Member and Incentive Units, the purchase price therefor, if any, and the any such other terms and conditions (including any deemed Capital Contributions in respect thereof) with respect thereto; provided that (i) holders of Management Incentive Units as it 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 Subsidiariesdeem appropriate. 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 any distributions under Section 4.1 any earlier than such later date as the Company’s net fair market value has appreciated above that which existed on the date of issuance. (d) Each Management Incentive Unit’s Participation Threshold shall be adjusted after the grant of such Management Incentive Unit as follows: (i) In the event of any Distribution pursuant to Section 4.1(a)(iv), the Participation Threshold of each Management Incentive Unit outstanding at the time of such Distribution shall be reduced (but not below zero) by the amount of such Distribution. (ii) In the event of any change in the Company’s capital or economic structure not addressed above (including any redemption of outstanding Units), the Board may equitably adjust the Participation Thresholds of the outstanding Management Incentive Units to the extent necessary (in the Board’s good faith judgment) to prevent such capital structure change from changing the economic rights represented by the Management Incentive Units in a manner that is disproportionately favorable or unfavorable in relation to the economic rights of other classes or series of outstanding Units. (e) In connection with any approved issuance to any Eligible Service Provider of Management Incentive Units to a Management Member hereunder, such Management Member Eligible Service Provider shall execute a counterpart to this Agreement (Agreement, or otherwise be deemed to have become a joinder party to this Agreement in by executing a form acceptable to the Company)Management Incentive Unit Agreement, accepting and agreeing to be bound by all terms and conditions hereof, and shall enter into such other documents and instruments to effect such purchase (including, without limitation, a Management Incentive Unit Agreement) as are required by the Board. (f) If . This Section 3.8, together with any Management Incentive Plan and the Board so determines, Management Incentive Unit Agreements pursuant to which the Management Incentive Units issued to any Management Member shall become vested in accordance with the vesting schedule determined by the Board in connection with the issuance of such Management Incentive Units (and reflected in the relevant Management Incentive Unit Agreement). Management Incentive Units that are subject to vesting and that are vested per such vesting schedule or by the Board are referred to herein as “Vested Units”. Management Incentive Units that are subject to vesting and that are not yet vested per such vesting schedule, or as otherwise provided by the Boardissued, are referred to herein as “Unvested Units”. Management Incentive Units that are not subject to vesting or that are fully vested on the date of issuance shall be deemed “Vested Units” for all purposes hereunder. (g) The Management Incentive Units to be issued under this Agreement may be intended to be “profits interests,” qualify as a compensatory benefit plan within the meaning of IRS Revenue Procedures 93-27 Rule 701 of the Securities Act and 2001-43. (h) Each Management Member shall make and file with the Internal Revenue Service a “Section 83(b) Election” with respect to the issuance of Management Incentive Units in such form as required pursuant hereto is intended to qualify for the exemption from registration under the Securities Act provided by applicable Treasury Regulations. Any such Section 83(b) Election Rule 701; provided that the foregoing shall be filed within 30 days of not restrict or limit the grant date of a Company's ability to issue any Management Incentive Unit Units pursuant to a Management Member. Each Management Member acknowledges and understands that it is such Management Member’s sole obligation and responsibility any other exemption from registration under the Securities Act available to timely file such Section 83(b) Election, and neither the Company nor its legal or financial advisors shall have (i) any obligation or responsibility with respect to such filing or (ii) any liability resulting or arising from the failure to timely file such Section 83(b)Company.