Common use of Calculation of MOIC Clause in Contracts

Calculation of MOIC. It is understood and agreed that in the event of the receipt by the PEP Sponsor Group of any distribution or any transaction in which the PEP Sponsor Group will receive PEP Cash Amounts, then determination of MOIC, if applicable, shall be made on an “as if” basis prior to the actual receipt of such amounts, and the outstanding Performance-Based Option shall become part of the Vested Portion immediately prior to the consummation of such distribution or such transaction, on the basis of the amounts to be received by the PEP Sponsor Group in such distribution or transaction (including after giving effect to vesting of any Options under the Plan including the Time-Based Option and the Performance-Based Option as a result thereof under this paragraph and any corresponding provisions of award agreements under the Plan or any other equity incentive plan). As a result, the calculations described above shall be made in terms of amounts to be received by the PEP Sponsor Group and the Performance-Based Option if it becomes part of the Vested Portion, all computed on an “after-vesting” basis as to the Performance-Based Option.