Common use of Vesting of the Tier II Option and the Tier IV Option Clause in Contracts

Vesting of the Tier II Option and the Tier IV Option. Subject to the Participant’s continued Employment through the applicable vesting date, each of the Tier II Option and the Tier IV Option shall vest if, on or after a Liquidity Event and on or prior to July 3, 2022, Sponsor shall have received net cash proceeds generated together with all Sponsor Outflows received, in each case, in respect of all Shares sold by it or in connection with an Asset Sale, as applicable, that results in either (i) a return of at least 2.0 times the amount of the Sponsor’s cumulative invested capital in respect of such sold Shares or (ii) an annual internal rate of return of at least fifteen percent (15%) on the Sponsor’s cumulative invested capital in respect of such sold Shares. For the avoidance of doubt, following July 3, 2022, each of the Tier II Option and the Tier IV Option, to the extent not then vested, shall not be eligible to become vested and shall automatically be immediately canceled without consideration. In connection with any Liquidity Event in which the Tier II Option and the Tier IV Option are expected to become vested, the Committee may permit the Participant to deliver a conditional exercise election, in a form approved by the Committee, whereby the Participant irrevocably elects to exercise the Tier II Option and/or the Tier IV Option as of such Liquidity Event, subject to the conditions precedent that (x) the Liquidity Event actually occurs and (y) the Tier II Option and Tier IV Option become vested upon such Liquidity Event.