Tranche 2 Investor IRR Vesting Percentage

Tranche 2 Investor IRR Vesting Percentage. A percentage determined as follows: (i) 100%, if, after giving effect to any vesting of the Tranche 2 Shares on a Change of Control, the Investor IRR is equal to or greater than 20%; (ii) 0%, if the Investor IRR is equal to or less than 18%; and (iii) if, after giving effect to any vesting of the Tranche 2 Shares on a Change of Control, the Investor IRR is greater than 18% and less than 20%, then the Tranche 2 Investor IRR Vesting Percentage will be a percentage between 0% and 100% determined... on a straight line basis as the Investor IRR increases from 18% to 20%. That is, the Tranche 2 Investor IRR Vesting Percentage = (Investor IRR after giving effect to any vesting of the Tranche 2 Shares - 18%)/2%. For example, if the Investor IRR is 19.5%, the Tranche 2 Investor IRR Vesting Percentage would equal 75%, and if Investor IRR is 18.5%, the Tranche 2 Investor IRR Vesting Percentage would equal 25%. Thus, in the event a Change of Control prior to November 30, 2010 at a price that (a) would result in an Investor IRR of over 18% after giving effect to any applicable vesting of Tranche 1 Shares but before giving effect to the acceleration or satisfaction of performance vesting requirements applicable to Tranche 2 Shares under the formula described above but (b) would result in an Investor IRR of less than 18% after giving effect to any such vesting of Tranche 2 Shares triggered by such Change of Control pursuant to the formula described above, then only a portion of the Tranche 2 Shares that would otherwise vest under such formula will be deemed vested in a manner that will permit, to the maximum extent consistent with satisfaction of such 18% Investor IRR threshold (after giving effect to the vesting of Tranche 1 Shares), vesting of Tranche 2 Shares under that formula. In calculating the Tranche 2 Investor IRR Vesting Percentage under clause (iii) above, it will therefore be necessary to iterate until a reasonably precise percentage is arrived at that both (i) takes into account the dilution to the Investors and reduction in the Investor IRR as a result of the vesting of Tranche 2 Shares and (ii) arrives at a percentage that satisfies the formula set forth in clause (iii) above. View More