Common use of Management Incentive Units Generally Clause in Contracts

Management Incentive Units Generally. Without limiting any other rights of the Company, subject to Section 5.3, the Company may, subject to the approval of the Board, issue Residual Units to existing or new employees, officers, directors, consultants or other service providers of the Company or any of its Subsidiaries pursuant to a Senior Management Agreement approved by the Board, which agreement shall contain such provisions as the Board shall determine. In the Board's discretion, the terms of any Class C Units issued pursuant to this Section 3.5 may include limitations on the Distribution entitlements of such Class C Units imposed in order to cause such Class C Units to qualify as "profits interests" within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43, Internal Revenue Service Notice 2005-43, or any future Internal Revenue Service guidance, including, as set forth in Section 3.5(c) below, by establishing a threshold amount ("Participation Threshold") of cumulative Distributions that must be made with respect to all or one or more specified classes or series of Units outstanding immediately prior to the issuance of such Class C Units before such Class C Units may receive any Distributions.