Examples of Incentive Unit Award Agreement in a sentence
Without limiting the rights of Members to receive Distributions in accordance with Article VI, except upon a dissolution and liquidation of the Company effected in accordance with Articles X and XI hereof or in connection with certain repurchases of Incentive Units pursuant to Section 5.1 or any Incentive Unit Award Agreement, no Member shall have the right to withdraw its Capital Contributions from the Company.
The parties hereto have executed this LTIP Incentive Unit Award Agreement intending the same to be effective as of September 7, 2017 (the “Effective Date”).
Incentive Units shall be non-Transferable, except as set forth in an Incentive Unit Award Agreement, if applicable, to a Permitted Transferee of the holder of such Incentive Units as set forth in Section 5.01(c)(iv), and any other attempted Transfer of Incentive Units shall be null and void and of no effect.
Except as otherwise set forth in this Agreement or any Incentive Unit Award Agreement, the Company shall not redeem or repurchase any Member’s Units and no Member shall have the right to withdraw from the Company, or receive any return of any Capital Contribution.
The parties hereto have executed this Incentive Unit Award Agreement intending the same to be effective as of September 7, 2017 (the “Effective Date”).
If applicable, any additional terms of the Incentive Units, including vesting, forfeiture and repurchase, shall be set forth in an Incentive Unit Award Agreement.
Xxxxxxxxx [Signature Page to Xxxxxxx Xxxxxxxxx Employment Agreement] Exhibit A Incentive Unit Award Agreement INCENTIVE UNIT AWARD AGREEMENT IN MAKING AN INVESTMENT DECISION MANAGEMENT PARTNERS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
As compensation for Xxxxxxxxx’s services hereunder (and except as may be otherwise provided for in that certain Incentive Unit Award Agreement of even date herewith (the “Incentive Agreement”), the Company hereby agrees to pay Deucalion (a) $400,000 (the “Cash Fee”) plus (b) a 0.5% interest in the fully diluted equity of the Company as of the closing date of a Transaction (the “Equity Fee” and together with the Cash Fee, the “Consulting Fees”).
Without limitation of the foregoing, Executive expressly acknowledges and agrees that any previous arbitration, non-disclosure, non-solicitation, non-disparagement, or non-competition agreements between Executive and Rubicon, including, without limitation, Executive’s obligations under the Release, and the Rubicon Global Holdings, LLC Profit Participation Plan and any Incentive Unit Award Agreement, shall remain in full force and effect notwithstanding this Agreement (the “Other Agreements”).
Pursuant to an Incentive Unit Award Agreement and subject to approval by the Board, Holdings shall grant to Executive an award of a number of Incentive Units of Holdings equal to $228,584 divided by the Per Unit Price, with such Incentive Units having a Participation Threshold (as defined in the LLC Agreement) established pursuant to the terms of the LLC Agreement.