Performance Vesting Employee Securities Clause Samples

Performance Vesting Employee Securities. (i) Upon the occurrence of the earlier of (x) a Change in Control or (y) a Liquidation Event (such earlier event, the “Final Test Event”) (after giving effect to any concurrent Distribution), subject to the ordering rule set forth in Section 3(c)(ii), the Performance Vesting Employee Securities shall become vested to the extent that ▇▇▇▇▇▇ ▇▇▇▇▇▇ (and its Affiliates) shall have achieved an IRR at least equal to the IRR Target as of the date of the consummation of the Final Test Event (after giving effect to any concurrent Distribution), but only if the Employee is employed by the Company or any of its Subsidiaries on such date and has continuously been so employed from the date of this Agreement through such date (it being understood and agreed that, notwithstanding anything to the contrary in this Agreement, in computing the IRR for purposes of this Section 3(c)(i), the value of the Units held by ▇▇▇▇▇▇ ▇▇▇▇▇▇ (and its Affiliates), as such value is determined in the reasonable judgment of ▇▇▇▇▇▇ ▇▇▇▇▇▇ (taking into account all relevant factors determinative of value), shall be factored into the calculation of the IRR as if ▇▇▇▇▇▇ ▇▇▇▇▇▇ (and its Affiliates) had received such value in cash on the date of consummation of the Final Test Event). (ii) The IRR shall be computed by first assuming that the Performance Vesting Employee Securities, together with any and all other performance vesting employee securities that may have been issued by the Company, all on a pro rata basis, become vested on a unit-by-unit basis, such that Performance Vesting Employee Securities become vested on a pro rata basis only with respect to that portion of the Performance Vesting Employee Securities that permit the IRR Target to be satisfied. (iii) Upon the occurrence of the Final Test Event (after giving effect to any concurrent Distribution), Performance Vesting Employee Securities that constitute Unvested Common Units shall be immediately forfeited without any action of the part of any Person.