Common use of Performance-Based Units Clause in Contracts

Performance-Based Units. Executive’s Performance-Based Units shall vest on the earlier to occur of (i) the achievement by the [Pre-Combination] NM Members (and/or, without duplication, their direct and indirect parent entities) of the aggregate Cash-on-Cash Returns pursuant to the vesting schedule set forth on Appendix B (the “Milestone Condition”) or (ii) the satisfaction of a service-vesting condition pursuant to which the Performance-Based Units will vest with respect to 50% of such Performance-Based Units on March 7, 2023 and 50% of such Performance-Based Units on March 7, 2024 (the “Service Condition”); provided that Executive has not been Terminated prior to the earliest date on which vesting would occur. With respect to the Milestone Condition, there shall be no proportionate or partial vesting for levels of achievement of Cash-on-Cash Return between the performance thresholds set forth above, and all vesting shall occur on a cliff basis only to the extent that an applicable Cash-on-Cash Return threshold is achieved, and with respect to the Service Condition, except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth above and all vesting shall occur only on the applicable vesting date set forth above; provided, in each case, that Executive has not been Terminated prior to the applicable vesting date. For the avoidance of doubt, in the event that the applicable Cash-on-Cash Return is not achieved at any point in time, then the Performance-Based Units shall remain outstanding and eligible to continue to vest in accordance with this Section 3.2; provided that Executive has not been Terminated prior to the earliest date on which vesting would occur; and provided, further, that any Performance-Based Units that remain unvested at such time as the NM Members or their respective direct or indirect parent entities cease to control any Equity Securities of Pubco shall remain subject only to the satisfaction of the Service Condition.

Performance-Based Units. Executive’s Performance-Based Units shall vest on the earlier to occur of (i) the achievement by the [Pre-Combination] NM Members (and/or, without duplication, their direct and indirect parent entities) of the aggregate Cash-on-Cash Returns pursuant to the vesting schedule set forth on Appendix B (the “Milestone Condition”) or (ii) the satisfaction of a service-vesting condition pursuant to which the Performance-Based Units will vest with respect to 50% of such Performance-Based Units on March 7, 2023 and 50% of such Performance-Based Units on March 7, 2024 (the “Service Condition”); provided that Executive has not been Terminated prior to the earliest date on which vesting would occur. With respect to the Milestone Condition, there shall be no proportionate or partial vesting for levels of achievement of Cash-on-on- Cash Return between the performance thresholds set forth above, and all vesting shall occur on a cliff basis only to the extent that an applicable Cash-on-Cash Return threshold is achieved, and with respect to the Service Condition, except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth above and all vesting shall occur only on the applicable vesting date set forth above; provided, in each case, that Executive has not been Terminated prior to the applicable vesting date. For the avoidance of doubt, in the event that the applicable Cash-on-Cash Return is not achieved at any point in time, then the Performance-Based Units shall remain outstanding and eligible to continue to vest in accordance with this Section 3.2; provided that Executive has not been Terminated prior to the earliest date on which vesting would occur; and provided, further, that any Performance-Based Units that remain unvested at such time as the NM Members or their respective direct or indirect parent entities cease to control any Equity Securities of Pubco shall remain subject only to the satisfaction of the Service Condition.

Performance-Based Units. Executive’s Fifty percent (50%) of the Units will be subject to performance-based vesting conditions (the ”Performance-Based Units Units”) and shall vest on the earlier to occur of (i) upon the achievement by the [Pre-Combination] NM Members (as defined below) (and/or, without duplication, their direct and indirect parent entities) of the an aggregate Cash-on-Cash Returns pursuant Return (as defined below) of 2.0x or more Base Equity Value (as defined below), as determined by the Administrator, which determination will be final and binding. All computations of a Cash-on-Cash Return shall be made on a pro forma basis so that if the applicable threshold is achieved, but, after taking into account the dilutive effect of the corresponding incentive equity vesting of all outstanding incentive equity awards of the Company and/or any of its Affiliates’, the threshold is no longer achieved, then such vesting will not take effect to the vesting schedule set forth on Appendix B (the “Milestone Condition”) extent such Cash-on-Cash Return would not occur. The Administrator shall make all determinations necessary or (ii) the satisfaction of a service-vesting condition pursuant appropriate to which determine whether the Performance-Based Units will vest with respect to 50% of such Performance-Based Units on March 7shall have become vested. The Administrator’s determinations shall be final, 2023 binding and 50% of such Performance-Based Units on March 7conclusive upon all parties, 2024 (the “Service Condition”); provided that Executive has not been Terminated prior to the earliest date on which vesting would occurabsent manifest error. With respect to the Milestone Condition, there There shall be no proportionate or partial vesting for levels of achievement of a Cash-on-Cash Return between the performance thresholds set forth abovethresholds, and all vesting shall occur on a cliff basis only to the extent that an applicable performance threshold is achieved, subject to the Participant’s continued Employment through the date on which the applicable Cash-on-Cash Return threshold is achieved, and with respect to the Service Condition, except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth above and all vesting shall occur only on the applicable vesting date set forth above; provided, in each case, that Executive has not been Terminated prior to the applicable vesting date. For the avoidance of doubt, in the event that the applicable Cash-on-Cash Return is not achieved at any point in time, then the Performance-Based Units shall remain outstanding and eligible to continue to performance vest in accordance with this Section 3.2; provided that Executive has not been Terminated prior upon a later achievement of the applicable Cash-on-Cash Return, subject to the earliest Participant’s continued Employment through the date on which vesting would occuroccurs; and provided, further, that any Performance-Based Units that remain unvested at such time as the NM Members or their respective direct or indirect parent entities cease to control any Equity Securities of Pubco shall remain subject only to the satisfaction of the Service Conditionbe forfeited and cancelled.