Ordinary Performance Units Clause Samples

Ordinary Performance Units i. Forty percent (40%) of the Incentive Units will be subject to performance-based vesting (the “Ordinary Performance Units”) as set forth in this Section 2(b). The Ordinary Performance Units are eligible to vest in each of the fiscal years ending on December 31 of 2018, 2019, 2020 and 2021 (each, a “Fiscal Year”), as described below except that, in the case of the Fiscal Year during which a Sale of the Partnership occurs, if the Sale of the Partnership shall occur on or after the last day of the first fiscal quarter of such year, Partnership EBITDA for such Fiscal Year shall be determined on an annualized basis based on Partnership EBITDA for the completed fiscal quarters of such Fiscal Year with such vesting occurring upon the Sale of the Partnership. The percentage of the total number of Ordinary Performance Units that may vest in each Fiscal Year is based on the Partnership’s achievement of the Minimum EBITDA and Target EBITDA, as follows: Fiscal Year Ending: Minimum EBITDA (in millions) Target EBITDA (in millions) Maximum Vesting Percentage December 31, 2018 $ 71.5 $ 80.5 25 % December 31, 2019 $ 78.7 $ 99.0 25 % December 31, 2020 $ 86.5 $ 118.6 25 % December 31, 2021 $ 95.2 $ 138.3 25 % A. If Partnership EBITDA is less than the Minimum EBITDA. If Partnership EBITDA is less than the Minimum EBITDA for such Fiscal Year, no Ordinary Performance Units shall vest for such Fiscal Year. B. If Partnership EBITDA is equal to or greater than the Target EBITDA. If Partnership EBITDA is equal to or greater than the Target EBITDA for such Fiscal Year, 25% of the Ordinary Performance Units shall vest for such Fiscal Year. C. If Partnership EBITDA is greater than the Minimum EBITDA and less than the Target EBITDA. If Partnership EBITDA is greater than the Minimum EBITDA and less than the Target EBITDA for such Fiscal Year, a portion of the Ordinary Performance Units shall vest, calculated on a straight line interpolation basis between 0% and 25% for such Fiscal Year.