Unit Appreciation Rights Clause Samples

Unit Appreciation Rights. All of the unit appreciation rights (“UARs”) listed on Exhibit B to this Agreement are fully vested and will be payable to you on December 31, 2005, in cash, in an amount equal to any excess of the value of Senior Subordinated Units underlying each such UAR as of the close of trading on December 31, 2005 over the exercise price of the applicable UAR. The 77,419 UARs granted to you in September, 2002 in lieu of your base salary as part of a salary deferral program implemented by the Company are fully vested and will be payable to you on the Effective Date in the form of Senior Subordinated Units and in an amount to equal $286,963.00 divided by the closing price of one Senior Subordinated Unit on March 7, 2005; provided, however, that in the event that such amount of Senior Subordinated Units exceeds 102,000, any excess amount shall be paid to you in cash, as soon as administratively practicable following the Effective Date. Notwithstanding the foregoing or any terms in the applicable award agreements, you will not be permitted to further defer the payment date for any of your UARs.

Unit Appreciation Rights. 9.1 Grant of Unit Appreciation Rights The Managers are authorized to grant Unit Appreciation Rights (“UARs”) to Grantees on the following terms and conditions:

Unit Appreciation Rights. Prior to the Pre-Closing, the Company will cause to be paid in full and will have terminated all unit appreciation rights that may have been issued by the Company to any of the members of its Board of Advisors or other persons. At the Pre-Closing, the Company shall deliver to Clarant evidence satisfactory to Clarant that the Company's unit appreciation rights have been paid in full and terminated.

Unit Appreciation Rights. EBG shall make payments in respect of each Unit Appreciation Right (“UAR”) granted pursuant to the 2006 Unit Appreciation Rights Plan of EBG (the “UAR Plan”) which has been validly exercised prior to the Closing. The Board of Directors of EBG shall not take any action which would require EBG to make a payment in respect of an unexercised UAR. The Board of Directors of EBG shall terminate the UAR Plan effective as of the Closing, as a result of which EBG shall have no outstanding or ongoing obligations under the UAR Plan, other than the obligation to make payments with respect to any UARs which were validly exercised prior to the Closing and for which payment has not been made.

Unit Appreciation Rights. You will be awarded Unit Appreciation Rights (“UAR”) with respect to 200,000 Units. As set forth in the Unit Appreciation Right Agreement (whose language is controlling), the UAR will vest 1/18 per month over an 18 month period beginning December 7, 2012 and be paid in cash upon such time as ▇▇▇ ▇▇▇▇▇ all or substantially all the assets of the South Dakota plants. Advanced BioEnergy January 18, 2013 The UAR will expire four years following the date of grant. The UAR will be issued to you for no consideration and will have a ▇▇▇▇▇ ▇▇▇▇▇ of $1.15 per UAR at the time of the grant; provided, however, the ▇▇▇▇▇ ▇▇▇▇▇ for the UAR will be reduced by any distribution received by the Company’s unit holders from the Escrow Funds or the $10 Million of cash reserved by the Company in connection with the Fairmont Sale. In order to ensure compliance under Section 162(m) of the Internal Revenue Code, the issuance of the UAR to you is subject to approval by the Company’s Unit holders by a majority of votes cast at a member meeting within twelve (12) months of the date of the grant, and, if not approved, the UAR will be cancelled and have further no force and effect.

Unit Appreciation Rights