Retainable Service Points definition
Retainable Service Points has the meaning set forth in Section 8.3(d) of this Agreement.
Retainable Service Points with respect to any Management Member at any particular date of determination, shall mean such number of Service Points that would be retained and not forfeited by such Management Member pursuant to the schedule set forth in Section 8.3(b) hereof (subject to the last sentence of this Section 8.3(d)) if the employment of such Management Member with the Company or the Subsidiary of the Company that employs such Management Member was terminated at such time (other than a termination for Cause) and (B) "Aggregate Retainable Service Points" shall mean the sum of (a) the aggregate Retainable Service Points of all Management Members and (b) the aggregate retained Service Points of Ex-Management Members. Notwithstanding the provisions of Section 8.3(b), in the event that any Person other than ▇▇▇▇▇ or Affiliates thereof shall acquire a Majority in Interests of the Company or the right to appoint a majority of the Directors on the Board, all Service Points then allocated to any Member shall no longer be subject to forfeiture or adjustment, other than as provided in Section 8.3(a).
Retainable Service Points with respect to any Management Member at any particular date of determination, shall mean all of the Service Points held by such Management Member on such date of determination if such Management Member is employed by the Company or any Subsidiary of the Company on the date of such determination, (B) "Ex-Management Retained Services Points," with respect to any Ex-Management Member at any particular date of determination, shall mean such number of Service Points that were retained and not forfeited by such Ex-Management Member at the time such Ex-Management Member's employment with the Company or the Subsidiary of the Company that employed such Ex-Management Member as was determined in accordance with (x) in the case of all Service Points (other than Benchmarked Service Points), the schedule set forth in Section 8.3(b) hereof or (y) in the case of Benchmarked Service Points, the schedule set forth on Schedule 10.9 hereof and (C) "Aggregate Retainable Service Points" shall mean the sum of (a) the aggregate Retainable Service Points of all Management Members and (b) the aggregate Ex-Management Retained Service Points. Notwithstanding the provisions of Section 8.3(b), in the event that any Person other than Kelso or Affiliates thereof shall acquire a Majority in Interests of the Company or the right to appoint a majority of the Directors on the Board, all Service Points then allocated to any Member shall no longer be subject to forfeiture or adjustment, other than as provided in Section 8.3(a).