Value Creation Options Clause Samples
Value Creation Options. Notwithstanding anything herein to the contrary, in the event of a Qualifying Termination, any unvested Value Creation Options shall, subject to no (i) Forfeiture Event occurring (in which case all Value Creation Options will be immediately forfeited and cancelled) and (ii) no Wind Up Date occurring, remain outstanding and eligible to vest and become exercisable based on the Trailing 12 Month Adjusted EBITDA for the first four complete fiscal quarters following the Termination Date (the “Post-Termination EBITDA Period”). Such Value Creation Options shall become vested and exercisable in the applicable percentages set forth in Section 2(c)(iv) to the extent a Performance Target is satisfied with respect to the Post-Termination EBITDA Period, effective as of the Determination Date occurring following the Post-Termination EBITDA Period. In no event shall a Contingent Option be exercisable following the close of business on the tenth (10th) anniversary of the date of this Agreement.
Value Creation Options. The Company hereby grants to Optionholder, pursuant to the Plan, an Option to purchase up to [x] shares of Common Stock (the “Value Creation Option”), at an exercise price per share equal to the Option Price. The Option Price and the number of Option Shares issuable upon exercise of any Value Creation Option shall be subject to the adjustment provisions of Section 8 of the Plan. The Value Creation Option will expire as provided in Section 2(d) below. The Value Creation Options are not intended to be “incentive stock options” within the meaning of Section 422 of the Code.
Value Creation Options. (A) Vesting.
(1) As soon as reasonably practicable (but in no event more than sixty (60) days) following the end of each fiscal quarter, beginning with the fiscal quarter ending June 30, 2020, the Board shall determine the Adjusted EBITDA for the 12 month period ending on the last day of such fiscal quarter (the “Trailing 12 Month Adjusted EBITDA”). The date on which the Board determines any Trailing 12 Month Adjusted EBITDA is referred to herein as the “Determination Date”. If the Company’s Trailing 12 Month Adjusted EBITDA equals or exceeds a Trailing 12 Month Adjusted EBITDA Target set forth in the table below (each, a “Performance Target”), a number of Value Creation Options will vest and become exercisable on the applicable Determination Date in an amount equal to the applicable percentage set forth next to such target in the table less any Value Creation Options that had become vested and exercisable prior to such Determination Date, but, unless otherwise provided herein, only if Optionholder is and has been continuously employed by the Company or its Subsidiaries from the date of this Agreement through the last day of the fiscal quarter immediately prior to the applicable Determination Date. Any Value Creation Options that do not vest or become exercisable prior to the Wind Up Date shall expire as of such Wind Up Date. The Board’s good faith determination as to whether the Performance Targets have been achieved or exceeded shall be final, conclusive and binding on the Company and Optionholder. For the avoidance of doubt, in no event shall more than 100% of the Value Creation Options be eligible to vest and/or become exercisable.
(2) As used in this Agreement, the term “Adjusted EBITDA,” shall mean the Company’s reported Adjusted EBITDA as disclosed to the Board or current Investor Funds. For the avoidance of doubt, EBITDA may be adjusted to exclude non-recurring or extraordinary expenses incurred in the trailing period, but shall not be pro forma for cost savings or related add-backs that have been acted on but not yet realized in the financial performance of the business. In addition, EBITDA will reflect the normal course capitalization treatment for appropriate development and software expenses. EBITDA will also include all ongoing operations (including acquired businesses) but will not be restated for the pre-acquisition performance of such acquisitions. In addition, to the extent that there are divestitures of ▇▇▇▇▇▇’s operations after the date ...