Total Share Carry Pool

Total Share Carry Pool. As determined by the Committee in its sole discretion, a dollar amount equal to 100% of the total carried interest distributions (excluding for this purpose any tax distributions until such time as carried interest is actually earned) allocated and paid to the Company or any of its Subsidiaries or Affiliates; provided, that, no amount shall be deemed to be part of the Total Share Carry Pool unless and until it is no longer subject to clawback pursuant to the terms of the governing documents of... the applicable Participating Carry Fund. For the avoidance of doubt, the Total Share Carry Pool shall include (i) the "portfolio management share" of carried interest distributions in respect of any Participating Carry Fund allocated or reserved for a party other than Company and its Subsidiaries or Affiliates and (ii) any amounts received by the Company or any of its Subsidiaries or Affiliates that are awarded to participants under any compensatory programs (other than the Plan) intended to track the value of interests in the Participating Carry Funds (i.e., "shadow carry" programs), ((i) and (ii) together, the "Team Portion") in each case as determined by the Committee in its sole discretion. For the avoidance of doubt, to the extent a carried interest distribution is in the form of a distribution in kind, the cash value of such interest as determined by the Committee in its sole discretion shall also be included in the Total Carry Pool, provided that to the extent illiquid or incapable of being monetized such amounts may not be included in the Total Share Carry Pool, as determined by the Committee in its sole discretion View More