Common use of Distribution Events Clause in Contracts

Distribution Events. (a) Upon the occurrence of a Mandatory Distribution Event (as defined in Section 5(b)), the value of the Account as of the date of such Mandatory Distribution Event shall be paid in whole to Executive at the election of the Company (i) in cash, (ii) in shares of Company capital stock, or (iii) a combination of cash or shares of Company capital stock, in each case having a Fair Market Value equal to the value of the Account as of the date of such Mandatory Distribution Event. Upon the occurrence of a Special Distribution Event, the Executive shall be distributed shares of Company capital stock having a Fair Market Value equal to the lesser of the Applicable Value (as defined in Section 5(c)) and the value of the Account as of the date of such Special Distribution Event. In addition, at any time on or following the effective date of Executive's termination of employment, the Company shall have the right, in its sole and absolute discretion, to distribute the value of the Account, in whole or in part (a "Permissive Distribution Event" and, together with a Mandatory Distribution Event and a Special Distribution Event, a "Distribution Event"), at the election of the Company (i) in cash, (ii) in shares of Company capital stock, or (iii) a combination of cash or shares of Company capital stock, in each case having a Fair Market Value equal to the value of the Account (or portion thereof being distributed) as of the date of such Permissive Distribution Event, PROVIDED, that after giving effect to the distribution and the election, the Tax Liability Condition (as defined in Section 5(c)) for the Permissive Distribution Event would be satisfied with respect thereto. Except as necessary to satisfy the Tax Liability Condition, the shares distributed in connection with a Mandatory Distribution Event or a Permissive Distribution Event need not be Marketable Securities (as defined in Section 5(d)). (b) The first to occur of the following events shall constitute a Mandatory Distribution Event: (i) The earliest date following the closing of an Initial Public Offering (as such term is defined in Section 6(e)) upon which all underwriter lock-up arrangements applicable to Executive, if any, shall have expired; PROVIDED, that after giving effect to the distribution and the election referred to in Section 5(a), the Tax Liability Condition (as defined below) for the Mandatory Distribution Event would be satisfied with respect thereto; (ii) The occurrence of a Change in Control (as defined under the Award Agreement); PROVIDED, that after giving effect to the distribution and the election referred to in Section 5(a) (assuming the Deemed Shares represented Common Stock for the purposes of this calculation), the Tax Liability Condition (as defined below) for the Mandatory Distribution Event would be satisfied with respect thereto; and (iii) The last day of the Company's fifteenth fiscal year commencing after the Effective Date (the "Maximum Deferral Distribution Event").

Distribution Events. (a) Upon the occurrence of a Mandatory Distribution Event (as defined in Section 5(b)), the value of the Account as of the date of such Mandatory Distribution Event shall be paid in whole to Executive at the election of the Company (i) in cash, (ii) in shares of Company capital stock, or (iii) a combination of cash or shares of Company capital stock, in each case having a Fair Market Value equal to the value of the Account as of the date of such Mandatory Distribution Event. Upon the occurrence of a Special Distribution Event, the Executive shall be distributed shares of Company capital stock having a Fair Market Value equal to the lesser of the Applicable Value (as defined in Section 5(c)) and the value of the Account as of the date of such Special Distribution Event. In addition, at any time on or following the effective date of Executive's termination of employment, the Company shall have the right, in its sole and absolute discretion, to distribute the value of the Account, in whole or in part (a "Permissive Distribution Event" and, together with a Mandatory Distribution Event and a Special Distribution Event, a "Distribution Event"), at the election of the Company (i) in cash, (ii) in shares of Company capital stock, or (iii) a combination of cash or shares of Company capital stock, in each case having a Fair Market Value equal to the value of the Account (or portion thereof being distributed) as of the date of such Permissive Distribution Event, PROVIDED, that after giving effect to the distribution and the election, the Tax Liability Condition (as defined in Section 5(c)) for the Permissive Distribution Event would be satisfied with respect thereto. Except as necessary to satisfy the Tax Liability Condition, the shares distributed in connection with a Mandatory Distribution Event or a Permissive Distribution Event need not be Marketable Securities (as defined in Section 5(d)). (b) The first to occur of the following events shall constitute a Mandatory Distribution Event: (i) The earliest date following the closing of an Initial Public Offering (as such term is defined in Section 6(e)) upon which all underwriter lock-up arrangements applicable to Executive, if any, shall have expired; PROVIDED, PROVIDED that after giving effect to the distribution and the election referred to in Section 5(a), the Tax Liability Condition (as defined below) for the Mandatory Distribution Event would be satisfied with respect thereto; (ii) The occurrence of a Change in Control (as defined under the Award Agreement); PROVIDED, that after giving effect to the distribution and the election referred to in Section 5(a) (assuming the Deemed Shares represented Common Stock for the purposes of this calculation), the Tax Liability Condition (as defined below) for the Mandatory Distribution Event would be satisfied with respect thereto; and (iii) The last day of the Company's fifteenth fiscal year commencing after the Effective Date (the "Maximum Deferral Distribution Event").