Profits Interest Award. As of the Effective Date, the Executive shall be awarded profits interests and other rights with respect thereto of the Company pursuant to the terms and conditions described on Exhibit A hereto.
Profits Interest Award. Subject to adoption by the Board of Directors of the REIT (the “Board”) and approval by the REIT’s stockholders of the Company’s incentive award plan (the “Incentive Plan”), as of the effective date of the Registration Statement on Form S-11 with respect to the IPO (the “Pricing Date”), the Operating Partnership agrees to issue to you, and you agree to accept from the Operating Partnership as part of your compensation for services rendered to or for the benefit of the Operating Partnership in your capacity as a partner, that number of Profits Interest Units (as defined the Amended and Restated Agreement of Limited Partnership of Digital Realty, L.P.) which is equal to 0.375% of the Management Units Pool (as defined below) (the “Profits Interest Units”). The Profits Interest Units shall be vested in full as of the Pricing Date. Consistent with the foregoing, the terms and conditions of the Profits Interest Units (including, without limitation, transfer restrictions with respect thereto) shall be set forth in a profits interest agreement to be entered into by the Company and you which shall evidence the grant of the Profits Interest Units (the “Profits Interest Agreement”). For purposes of this letter, “Management Units Pool” shall mean that number of units equal to three percent (3%) of the total number of shares of the REIT’s common stock expected to be outstanding (on a fully diluted basis) upon the closing of the IPO, as set forth in the preliminary prospectus printed and distributed to potential investors in connection with the marketing of the IPO (or, if a subsequent preliminary prospectus is thereafter printed and recirculated to potential investors, then as set forth in such subsequent preliminary prospectus) (the “Preliminary Prospectus”).
Profits Interest Award. Subject to the approval of the board of directors of Parent, Executive will be granted 200,000 Class B common units of Parent (the “Class B Units”), which number represents approximately one percent (1%) of the fully-diluted units of Parent as of the date of grant (after giving effect to Parent’s contemplated preferred stock financing). The Class B Units will be granted pursuant to Parent’s 2017 Profits Interest Plan (the “Plan”). The Class B Units will be subject to the terms and conditions of the Plan and Executive’s profits interest award agreement. The Class B Units will vest over a four (4)-year vesting schedule, with 25% of the Class B Units vesting on the first anniversary of the Effective Date and the remaining Class B Units vested in equal monthly installments over the three (3) years thereafter. In the event of Executive’s termination by the Company other than for Cause (as defined in the Plan) (and other than as a result of Executive’s death or disability) following a Change in Control, all of the Class B Units will vest on an accelerated basis on the date of termination as provided in Executive’s profits interest award agreement.
Profits Interest Award. (i) The Executive shall be awarded 15 Value Units (as defined in the LLC Agreement) of the Company pursuant to the terms and conditions described on Exhibit A hereto upon the earliest of (A) if the Company has consummated a Public Offering prior to the Effective Date, the Effective Date; (B) the time after the Effective Date at which the Company consummates a Public Offering; (C) the three month anniversary of the Effective Date; or (D) an earlier time at the Company’s sole discretion.
(ii) The Value Units shall become vested in three cumulative installments, with 331/3% vesting on each of (A) the first anniversary of the Effective Date; (B) the second anniversary of the Effective Date; and (C) the date that is five days prior to the third anniversary of the Effective Date; provided that in each case that the Executive remains continuously employed or in the service of RHI Entertainment Holdings, LLC, the Company or one of its subsidiaries from the date of grant through such date.
(iii) Any portion of the Value Units which has not vested as of the date the Executive ceases to be an employee of RHI Entertainment Holdings, LLC, the Company or one of its subsidiaries shall be forfeited upon the Date of Termination without any further action by the Company. Notwithstanding anything to the contrary in this Agreement or the LLC Agreement: (A) in the event of any termination of the Executive’s employment by the Company without Cause or due to the Executive’s voluntary resignation for Good Reason the Value Units shall continue to become vested in accordance with their terms on each vesting date described in Section 3(f)(ii) as if the Executive had remained employed with the Company through such date; and (B) as of each vesting date described in Section 3(f)(ii), each Value Unit that becomes vested on such date pursuant to Section 3(f)(ii) shall be fully vested (but shall only be entitled to participate in distributions in accordance with the terms and conditions of the LLC Agreement) and shall no longer be subject to the forfeiture provisions of the Employment Agreement or LLC Agreement.
Profits Interest Award. Immediately following the time at which CWGS begins to be treated as a partnership for U.S. federal tax purposes, CWGS or the Parent shall grant Executive an award (the “Profits Units Award”) of 8,784 Profits Units (as defined in the LLC Agreement) pursuant to the Equity Incentive Plan (as defined in the LLC Agreement) in accordance with the terms of the LLC Agreement. The Profits Units Award shall vest as to one-third of the Profits Units underlying the Profits Units Award on the date of grant and, subject to Executive’s continued employment with the Company through each applicable vesting date, as to one-sixth of the Profits Units underlying the Profits Units Award on each of the first four anniversaries of the Effective Date or, if sooner, upon an Exit Event (as defined in the LLC Agreement), provided that, if Executive’s employment with the Company is terminated by the Company pursuant to Section 4(c)(i) of this Agreement prior to the first anniversary of the Effective Date, one-half of the Profits Units underlying the Profits Units Award (i.e., the cumulative total of one-third of the Profits Units that vest upon issuance and one-sixth of the Profits Units that would have otherwise vested on the first anniversary) shall be deemed vested upon the date of such termination. Upon any termination of Executive’s employment with the Company for any reason other than a Company Property Cause, any vested Profits Units as of the date of such termination shall be retained by Executive. The parties acknowledge that upon entry by Executive and CWGS (or the Parent) into a definitive agreement evidencing the Profits Units Award, such agreement, together with the Equity Incentive Plan, and not this Agreement, shall govern the terms and condition relating to the Profits Units Award in all respects.
