Profits Interest Grant Clause Samples
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Profits Interest Grant. As soon as practicable after the Effective Date, the Executive will be granted incentive units in the Company which are intended to qualify as a safe harbor profits interest under Internal Revenue Procedures 93-27 and 2001-43 (“Profits Interest Units”). The Company and the Executive will enter into a Profits Interest Units Agreement reflecting the terms set forth in this Section 7 and other terms and conditions not inconsistent herewith:
(a) The Profits Interest Units will represent an * * * % common equity interest in the Company, subject to a preferential right to distributions of the other Members (including the Executive with respect to his Investment Units) and assignees of Incentive Unit rights in the aggregate amount of $ * * * million. Such * * * % common equity interest will be based on the fully-diluted equity of the Company on the date hereof (taking into account the Executive’s Investment Units and the pool of common equity units for the Company management employees at Section 7(d) below).
(b) As a holder of Profits Interest Units, the Executive will be a Member. The Profits Interest Units will be non-voting.
(c) The Profits Interest Units will be subject to vesting as follows:
(i) of the Profits Interest Units (“Time-Vesting Profits Interest Units”) will vest (A) as to * * * % of the Time-Vesting Profits Interest Units on the first 1 Tentatively, the Executive will purchase * * * Investment Units for $ * * * per Investment Unit. Capitalization to be confirmed at the time of purchase. anniversary of the Effective Date and (B) as to the other * * * % of the Time-Vesting Profits Interest Units, in equal monthly installments of * * * % of the Time-Vesting Profits Interest Units on the monthly anniversary of the Effective Date commencing after the first anniversary of the Effective Date; provided, in the case of all such Time-Vesting Profits Interest Units, that the Executive is continuously employed through the date that such installment of Time-Vesting Profits Interest Units is scheduled to so vest; provided further, that the Time-Vesting Profits Interest Units will fully vest upon the occurrence of a Change of Control provided that the Executive is continuously employed through the date of such Change of Control; and
(ii) The other * * * % of the Profits Interest Units will vest upon the earlier to occur provided that the Executive is continuously employed through such date, of (A) a Change of Control in which the Members (including the Executiv...
Profits Interest Grant. Within thirty (30) days following the Effective Date, Employee shall be awarded a profits-only membership interest in D&C representing 0.25% of the outstanding membership interests in D&C (the “Profits Interest Grant”), subject to the terms and conditions of a profits-only interest grant agreement to be entered into at the time of grant and any other agreement(s) required to be entered into pursuant thereto (the “Profits Interest Grant Agreement”). Subject to the terms of the Profits Interest Grant Agreement, the Profits Interest Grant shall vest on the third anniversary of the Effective Date; provided, that Employee remains employed by Deerfield or an Affiliate of Deerfield on the day prior to such third anniversary.
Profits Interest Grant. Within thirty (30) days following the Effective Date, Employee shall be awarded a profits-only membership interest in D&C representing 1.5% of the outstanding membership interests in D&C (the “Profits Interest Grant”), subject to the terms and conditions of a profits-only interest grant agreement to be entered into at the time of grant and any other agreement(s) required to be entered into pursuant thereto (the “Profits Interest Grant Agreement”). Subject to the terms of the Profits Interest Grant Agreement, the Profits Interest Grant shall vest as to one-third of the Profits Interest Grant on each of the third, fourth and fifth anniversaries of the Effective Date; provided, that Employee remains employed by Deerfield or an Affiliate of Deerfield on the day prior to each such anniversary, as applicable.
Profits Interest Grant. Within thirty (30) days following the Effective Date, Employee shall be awarded a profits-only membership interest in D&C representing 0.25% of the outstanding membership interests in D&C (the “Profits Interest Grant”), subject to the terms and conditions of a profits-only interest grant agreement to be entered into at the time of grant and any other agreement(s) required to be entered into pursuant thereto (the “Profits Interest Grant Agreement”). Subject to the terms of the Profits Interest Grant Agreement, the Profits Interest Grant shall vest on the third anniversary of the Effective Date; provided, that Employee remains employed by Deerfield or an Affiliate of Deerfield on the day prior to such third anniversary.
Profits Interest Grant. Executive acknowledges the Executive received an equity award in the form of a Profits Interest granted under the terms of the ▇▇▇▇▇ Group Holdings, LLC Class C Management Incentive Plan (“MIP”) and award agreement. From the management pool, the Executive received an interest equal to .20% of the value of the Company above the base value at February 1, 2016, subject to both time and performance-based vesting under the terms of the Award Agreement and Plan document.