Partnership Split-Up. Notwithstanding anything herein to the contrary, at any time following the third anniversary of the date of this Agreement, Carlyle may cause the Company to initiate a Partnership Split-Up. In the event of the consummation of a Partnership Split-Up, whether such Partnership Split-Up was initiated pursuant to Section 4(a)(iii), this Section 4(b) or otherwise, the parties shall effect a recapitalization in which the Series A Voting Preferred Stock and the Series B Voting Preferred Stock are retired, and the composition of the Board and the voting power of the Securityholders is adjusted (and the Charter appropriately amended) so as to reflect as closely as reasonably practicable the economic interests in the Company of the Series A Securityholders and Carlyle, (it being understood and agreed that the parties shall take such steps as may be necessary to permit the Series A Securityholders to elect one member of the Board for so long as the Final Reclassification shall not have occurred and the Series A Securityholders continue to hold at least 25% of the issued and outstanding Series C Non-Voting Preferred Stock, it being further understood and agreed that, for so long as Xx. Xxxxxxx serves as the chief executive officer of the Company, if the Series B Securityholders are entitled to elect a majority of the members of the Board under this paragraph they shall cause Xx. Xxxxxxx to be elected to serve on the Board, and it being further understood and agreed that this right shall not limit Carlyle’s authority to increase the size of the Board), and provided, further, that if no such recapitalization has been effected within 60 days of the consummation of the Partnership Split-Up, Carlyle shall have the right to purchase all outstanding shares of Series A Voting Preferred Stock from the holders thereof for a price equal to its par value per share. Simultaneously with the execution of this Agreement, Xx. Xxxxxx, the SRK Related Parties and Xx. Xxxxxxx are delivering to Carlyle (and, at the time of any Transfer of Series A Voting Preferred Stock pursuant to Section 1(a), the Permitted Assignee will deliver to Carlyle) executed stock powers for such a Transfer. Carlyle agrees not to attempt to make the purchase contemplated by such documentation except under the circumstances herein set forth.
Partnership Split-Up. Following the consummation of the Partnership Split-Up, the Bonus Pool will be administered in the same manner as provided above except that the amount of the Bonus Pool will be adjusted as follows:
(i) The annual amount to be allocated and awarded by the Company under Section 9(a) for the period following the Partnership Split-Up shall be equal to the sum of (A) $500,000 plus (B) the product of (1) $1,000,000 times (2) a fraction, the denominator of which is consolidated revenues of the Company and its Subsidiaries for the four fiscal quarters most recently ended at the closing of the Partnership Split-Up and the numerator of which is the portion of such consolidated revenues of the Company and its Subsidiaries for the four fiscal quarters most recently ended at the closing of the Partnership Split-Up that is attributable to the portion of the business being retained by the Company in the Partnership Split-Up (such amount, the “Annual Post Split Amount”).
(ii) The annual amount to be allocated and awarded by the Company under Section 9(b) shall be equal to the Annual Post Split Amount, with the Reducer Amount being 1/100th of the Annual Post Split Amount rather than $15,000.
(iii) For purposes of determining the bonus pool for the year in which the closing of the Partnership Split-Up occurs:
(A) The amount to be allocated and awarded by the Company under Section 9(a) for such year shall be equal to (1) the sum of (x) the product of $1,500,000 times the number of days that elapse in such year prior to and including the closing of the Partnership Split-Up plus (y) the product of the Annual Post Split Amount times the number of days that elapse in such year after the closing of the Partnership Split-Up closes, divided by (2) 365 (such amount, the “Prorated Split Amount”);
(B) The amount to be allocated and awarded by the Company under Section 9(b) shall be equal to the Prorated Split Amount, with the reducer Amount being 1/100th of the Prorated Split Amount.
(iv) After the Partnership Split-Up closes, in connection with any acquisition or disposition that would have a material effect on the consolidated revenues of the Company and its Subsidiaries, Carlyle, Xx. Xxxxxx and Xx. Xxxxxxx shall discuss in good faith appropriate adjustments to the Bonus Pool.
