Incentive Units Clause Samples
The Incentive Units clause defines the terms under which equity-based compensation, such as units or shares, is granted to employees, consultants, or other service providers as an incentive for performance or continued service. Typically, this clause outlines eligibility, the vesting schedule, and any conditions or restrictions on the units, such as forfeiture upon termination or transfer limitations. Its core function is to align the interests of recipients with those of the company, motivating key contributors and helping to attract and retain talent by offering a stake in the company’s future success.
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Incentive Units. (a) The Company may issue Class B Common Units to existing or new employees, officers, directors, other service providers or consultants of the Company or its Subsidiaries (each, a “Management Unitholder”) pursuant to written agreements approved by the Board (each such agreement, regardless of its actual title, as amended, modified and waived from time to time in accordance with its terms, is referred to herein as an “Incentive Unit Grant Agreement”). The Company may make the Class B Common Units and any issuance thereof and any Incentive Unit Grant Agreement subject to the terms and conditions of any equity or unit incentive plan, as the same may be amended or modified from time to time in accordance with its terms, as may have been adopted by the Company or its Subsidiaries on or before the date of such issuance or Incentive Unit Grant Agreement. On the date of each grant of Class B Common Units to a Management Unitholder who is, or as a result of such grant becomes, a holder of Class B Common Units pursuant to a grant made under an Incentive Unit Grant Agreement or similar agreement, the Board shall establish an initial “Participation Threshold” amount with respect to each Class B Common Unit granted on such date. Unless otherwise determined by the Board, the Participation Threshold with respect to a Class B Common Unit shall be equal to or greater than the Liquidation Value of a Class A Common Unit on the date of grant of such Class B Common Unit. The Board may designate a series number for each subset of Class B Common Units consisting of Class B Common Units having the same Participation Threshold, which Participation Threshold differs from the Participation Thresholds of all Class B Common Units not included in such subset. If the Board elects to so designate Class B Common Units, then the first Class B Common Unit issued on or after the date hereof shall be designated a “Series 1 Class B Common Unit.” Each Class B Common Unit’s Participation Threshold shall be adjusted after the grant of such Class B Common Unit in the following manner:
(i) In the event of any Distribution pursuant to Section 4.1(a)(iii), the Participation Threshold of each Class B Common Unit outstanding at the time of such Distribution shall be reduced (but not below zero) by the amount that each Class A Common Unit receives in such Distribution (with such reduction occurring immediately after the determination of the portion of such Distribution, if any, that such Class B Common...
Incentive Units. (a) The following Incentive Units are hereby created, subject to the adjustments provided for in this Section 3.3:
(i) 990,414 “Legacy Tier I Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “Legacy Tier I Units;”
(ii) 1,000,000 “Legacy Tier II Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “Legacy Tier II Units;”
(iii) 1,000,000 “Legacy Tier III Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “Legacy Tier III Units;”
(iv) 817,546 “New Tier I Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “New Tier I Units;”
(v) 677,546 “New Tier II Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “New Tier II Units;”
(vi) 677,546 “New Tier III Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “New Tier III Units;” and
(vii) 677,546 “New Tier IV Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “New Tier IV Units.”
(b) The Incentive Units are non-voting, and subject to vesting, forfeiture and termination as follows:
(A) The Legacy Tier I Units held by each Employee shall vest ratably over a three-year period following the grant of the “Legacy Tier I Units” of Rice Appalachia Holdings, LLC that corresponds, pursuant to the Master Reorganization Agreement, to the Legacy Tier I Units granted thereunder to such Employee, with one-third vesting on the first anniversary of such grant, an additional one-third vesting on the second anniversary of such grant and the remaining one-third vesting on the third anniversary of such grant (with vesting between such anniversaries occurring pro rata determined by multiplying the number of such Incentive Units that would vest on the next annual vesting date by a fraction with a numerator equal to the number of full months which have then elap...
Incentive Units. Nothing in this Agreement shall alter, limit, or void the respective rights and obligations of the parties with regard to any grant of incentive units to Executive under any Pluralsight Holdings, LLC Incentive Unit Offer Letter (the “Incentive Unit Offer Letter”).
Incentive Units. The term “Incentive Units” shall have the meaning set forth in the preface.
Incentive Units. The memorandum record of a Participant’s Award, that is used to determine each Participant’s proportionate share of the Incentive Bonus Pool. A maximum of 100 Incentive Units are available for Awards under the Plan.
Incentive Units. (a) As of the Effective Date, the Company has authorized, and reserved for issuance under the Equity Incentive Plan, Incentive Units (the “Authorized Incentive Units”). To the extent that, on or after the Effective Date, any Incentive Units are issued under the Plan and then such Incentive Units are forfeited, canceled or otherwise terminated, or the Incentive Units are not delivered because an award under the Equity Incentive Plan is settled in cash or used to satisfy the applicable tax withholding obligation, such Incentive Units shall remain part of the Authorized Incentive Units. The number of Authorized Incentive Units can be increased by the Board at any time in its sole discretion.
(b) It is each Member’s intention that the Incentive Units issued under the Equity Incentive Plan shall represent interests in the Profits and Losses, but not the capital, of the Company. As a condition to the award of any Incentive Units under the Equity Incentive Plan, the intended recipient of such Incentive Units shall execute a restricted units or similar agreement, in a form approved by the Board, and shall take such other steps, and execute such other documents as are contemplated thereunder. The Incentive Units issued pursuant to the Equity Incentive Plan may be subject to the vesting terms, if any, a Participation Threshold and/or any other terms set forth in the applicable grant agreements by and between the Company and the holder of the Incentive Units.
(c) In the event that any Incentive Units are granted pursuant to the Equity Incentive Plan after the Effective Date, the Board shall be authorized to establish a “participation threshold” with respect to the subset of Incentive Units granted on such date (a “Participation Threshold”). The Participation Threshold for any subset of Incentive Units granted on the same date shall be calculated as of the time immediately prior to the issuance of such Incentive Units and, unless otherwise determined by the Board, shall not be less the Net Equity Value as of such time. Notwithstanding the foregoing, the Participation Threshold of a subset of Incentive Units shall not be less than zero. The Participation Threshold of a subset of Incentive Units shall be met at such time as the aggregate prior and current distributions under Section 4.1 with respect to any Common Units and any Incentive Units with a lower Participation Threshold than that of the subset in question equals the Participation Threshold of that subset of Inc...
Incentive Units. The number of “Incentive Units” awarded to you, is designated above under the Number of Units.
Incentive Units. The Units of Aggregator issued to Executive hereunder (the “Incentive LLC Units”) and the corresponding LLC Units of Cure TopCo issued to Aggregator (the “Corresponding Incentive Units”) are subject to the vesting conditions set forth in this Section 3. A portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on Appendix B, shall be subject to time-based vesting conditions (the “Time-Based Units”) and a portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on Appendix B, shall be subject to performance-based and time-based vesting conditions, as applicable (the “Performance-Based Units”). For purposes of this Agreement and the Aggregator LLC Agreement, the Incentive LLC Units and Corresponding Incentive Units which have become vested in accordance with this Section 3 shall be referred to herein as the “Vested Units” and the remaining Incentive LLC Units and Corresponding Incentive Units shall be referred to herein as the “Unvested Units.” The Incentive LLC Units are subject to the restrictions set forth in this Agreement.
Incentive Units. With respect to the Class M Units (the “Incentive Units”) granted pursuant to the equity-based incentive compensation programs of the Company and its affiliates (the “Equity Award Program”), (i) each grant of Incentive Units was duly authorized no later than the date on which the grant of such Incentive Unit was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company or an affiliate (or a duly constituted and authorized committee thereof), and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms of the Equity Award Program and all other applicable laws, and (iii) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company.
Incentive Units. (a) The following Incentive Units are hereby created, subject to the adjustments provided for in this Section 3.3:
(i) 990,414 “Tier I Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “Tier I Units;”
(ii) 1,000,000 “Tier II Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “Tier II Units;” and
(iii) 1,000,000 “Tier III Units,” which are held, as of the date hereof, by those individuals set forth on Exhibit A in the amount opposite each such individual’s name in the column entitled “Tier III Units.”
(b) The Incentive Units are non-voting, and subject to vesting, forfeiture and termination as follows:
(A) The Tier I Units held by each Employee shall vest ratably over a three-year period following the grant of the “Legacy Tier I Units” of Rice Energy Appalachia Holdings, LLC that corresponds, pursuant to the Master Reorganization Agreement, to the Tier I Units granted thereunder to such Employee, with one-third vesting on the first anniversary of such grant, an additional one-third vesting on the second anniversary of such grant and the remaining one-third vesting on the third anniversary of such grant (with vesting between such anniversaries occurring pro rata determined by multiplying the number of such Incentive Units that would vest on the next annual vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the closest whole number).
(B) The Tier II Units held by each Employee shall vest only upon and concurrently with Rice Energy receiving, pursuant to Section 4.3, $682,212,620.04 (in cash or otherwise) in the aggregate.
(C) The Tier III Units held by each Employee shall vest only upon and concurrently with Rice Energy receiving, pursuant to Section 4.3, $909,616,826.72 (in cash or otherwise) in the aggregate.
(ii) Unless otherwise agreed by the Board, all Incentive Units that have not yet vested in accordance with the vesting requirements set forth in Section 3.3(b)(i) that are held by an Employee shall automatically, without any action required of any Person, be forfeited and thereby become null and void, if and when such Person’s status as an Employee is terminated for any reason or without reason, including by ...