Performance Payments. (i) In further consideration of the performance by Provider of the Services, in the event the Company becomes Publicly Traded, the Company shall pay to Provider upon each occurrence of a Vesting Event (as defined below) Five Million United States Dollars ($5,000,000 USD) (a “Performance Payment”). (ii) Notwithstanding anything in this Agreement to the contrary, in order for any Performance Payment to be made, this Agreement must remain in effect and Provider must continue to provide the Services described in Section 1 in accordance with the terms and subject to the conditions of this Agreement through and including the date of any relevant Vesting Event for any Performance Payment. In the event this Agreement is terminated or Provider ceases to perform the Services described in Section 1 in accordance with the terms and subject to the conditions of this Agreement for any reason, all Performance Payments that have not been paid and earned at the time of such termination or cessation of Services will be forfeited. (iii) Subject to Section 3(b)(ii) above, a Performance Payment will occur only once upon the occurrence of a Vesting Event (it being understood that if the Company Equity Value, as defined below, subsequently declines below the threshold for a particular Vesting Event, no additional Performance Payments will be granted if the Company Equity Value later attains or exceeds that same threshold). (iv) The Parties agree that the purpose of the Performance Payments is to reward Provider upon the Company and its subsidiaries (and/or their successors) achieving certain valuation thresholds in connection with trading on the public markets, irrespective of changes to the Company’s legal or corporate structure. In the event of adjustments to the Company’s legal or corporate structure (including reorganizations, conversions of corporate form, distributions, recapitalizations, etc.), the rights and benefits of Provider hereunder shall be adjusted appropriately so as to replicate as nearly as practicable the benefits granted to Provider hereunder (subject in each case to the terms and provisions of this Agreement). (v) Any Performance Payment shall be paid to Provider as soon as possible following the Vesting Event, but in no event later than March 15 of the calendar year following the calendar year in which the Vesting Event occurred. (vi) In the event that the Company does not become Publicly Traded by June 1, 2022, the parties will negotiate additional triggers for Provider’s entitlement to a Performance Payment based on the fair market value of the Company as a private enterprise as of such date, as determined by a third-party appraisal, and the achievement of increases to that fair market value that are, in relative terms, substantially similar to those provided for in this Section 3(b).
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Performance Payments. (i) In further consideration of the performance by Provider of the Services, in the event the Company becomes Publicly Traded, the Company shall pay to Provider upon each occurrence of a Vesting Event (as defined below) Five Million United States Dollars ($5,000,000 USD) (a “Performance Payment”).
(ii) Notwithstanding anything in this Agreement to the contrary, in order for any Performance Payment to be made, this Agreement must remain in effect and Provider must continue to provide the Services described in Section 1 in accordance with the terms and subject to the conditions of this Agreement through and including the date of any relevant Vesting Event for any Performance Payment. Payment In the event this Agreement is terminated or Provider ceases to perform the Services described in Section 1 in accordance with the terms and subject to the conditions of this Agreement for any reason, all Performance Payments that have not been paid and earned at the time of such termination or cessation of Services will be forfeitedforfeited for no consideration.
(iii) Subject to Section 3(b)(ii) above, a Performance Payment will occur only once upon the occurrence of a Vesting Event (it being understood that if the Company Equity Value, as defined below, subsequently declines below the threshold for a particular Vesting Event, no additional Performance Payments will be granted if the Company Equity Value later attains or exceeds that same threshold). Subject to Section 3(b)(i) and Section 3(b)(ii), Performance Payments that remain unvested upon the occurrence of a Vesting Event shall remain available for payment upon the occurrence of a subsequent Vesting Event, if any .
(iv) The Parties agree that the purpose of the Performance Payments is to reward Provider upon the Company and its subsidiaries (and/or their successors) achieving certain valuation thresholds in connection with trading on the public markets, irrespective of changes to the Company’s legal or corporate structure. In the event of adjustments to the Company’s legal or corporate structure (including reorganizations, conversions of corporate form, distributions, recapitalizations, etc.), the rights and benefits of Provider hereunder shall be adjusted to appropriately so as to replicate as nearly as practicable the benefits granted to Provider hereunder (subject in each case to the terms and provisions of this Agreement).
(v) Any Performance Payment shall be paid to Provider as soon as possible following the Vesting Event, but in no event later than March 15 of the calendar year following the calendar year in which the Vesting Event occurred.
(vi) In the event that the Company does not become Publicly Traded by June 1, 2022, the parties will negotiate additional triggers for Provider’s entitlement to a Performance Payment based on the fair market value of the Company as a private enterprise as of such date, as determined by a third-party appraisal, and the achievement of increases to that fair market value that are, in relative terms, substantially similar to those provided for in this Section 3(b).
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