Common use of Class B Interests Clause in Contracts

Class B Interests. 25% of the Class B Interests shall vest and automatically convert to Vested Interests hereunder and under the Partnership Agreement on each of the first, second, third and fourth anniversaries of the Initial Closing Date (each date, a “Time Vesting Date”). Notwithstanding the foregoing in the event that: (i) a Change of Control occurs at a time when Executive is employed by the Company, Executive shall thereupon be deemed to have vested 100% into ownership of all Class B Interests immediately prior to such Change of Control (and such Class B Interests shall automatically convert to Vested Interests hereunder and under the Partnership Agreement); (ii) Executive’s employment is terminated for any reason, except as set forth, and to the extent provided, in Section 3.1(a)(iii)), Executive shall have no right to further vesting of the Class B Interests that are Unvested Interests (and such Class B Interests shall be Unvested Interests notwithstanding the provisions of this Section 3.1(a)); and (iii) Executive’s employment with the Company is terminated (x) by the Company without Cause, (y) as a result of death or Disability or (z) by Executive as a result of a Constructive Termination, Executive shall thereupon be deemed to have vested in the Class B Interests that would have vested on the next Time Vesting Date (and such Class B Interests shall automatically convert to Vested Interests hereunder and under the Partnership Agreement).