Vest on a ReturnonEquity Basis. Means that
Optionee's Option Grantee's Stock Units shall be subject to accelerated vesting at the time of a Change of Control as follows: (i) If the Change of Control occurs on or before December 31, 2013 and results in the Investors receiving an amount constituting at least 300% of the Investors' initial equity investment in
the Company and any subsequent equity investments,
Shares Stock Units shall vest as follows: (A) if the Investor internal rate of return ("IRR") as of the Change of
... Control date is 16% or higher, all remaining Shares Stock Units shall become fully vested and exercisable on the one-year anniversary of the Change of Control; (B) if the Investor IRR as of the Change of Control date is between 14% and 16%, the number of Shares Stock Units determined by interpolation (e.g., 50% acceleration at 15% -4- IRR) shall become fully vested and exercisable on the one-year anniversary of the Change of Control; and (C) if the Investor IRR as of the Change of -4- Control date is less than 14%, there will be no acceleration of vesting. Vesting on the one-year anniversary of the Change of Control is contingent on continued employment through the one-year anniversary date, except as otherwise provided in Section 3(a). 4(a). (ii) If a Change of Control occurs and the requirements of subsection (i) are not met, there will be no acceleration of vesting. (iii) In determining the amount that has been received by the Investors, the gross value of all cash (including prior distributions the Investors or their Affiliates have received with respect to the Shares) and/or securities (with the fair value of such securities to be determined by the Board, which shall be entitled to take into account any restrictions on transferability, liquidity or saleability of such securities) received by the Investors shall be taken into account, minus the amount of commissions, fees and expenses payable by the Investors to the investment bankers and professional advisors in connection with the Change of Control. Management and transaction fees specified in the Management Agreement shall be excluded, provided that any increases in such fees from the fees in effect as of the date of the Optionee's Grantee's Employment Agreement must be customary (on a percentage of equity basis or in the case of transaction fees as a percentage of transaction size) compared to fees charged by private equity sponsors to their portfolio companies. In evaluating the amount of the transaction consideration, the Board may take into consideration amounts paid into escrow and contingent payments in connection with any transaction. As used herein with respect to the Option, Stock Units, the Option Stock Units shall be earned based on performance and shall vest based on Section 3 4 below, and the term "vest" means that the restrictions on the right to become exercisable receive payment pursuant to the Stock Units lapse in whole or in specified part.
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Vest on a ReturnonEquity Basis.
Means that That Optionee's Option shall be subject to accelerated vesting at the time of a Change of Control as follows: (i)
If if the Change of Control
occurs on or results in the Investors receiving an amount constituting at least 200% of the Investors' initial equity investment in Company and any subsequent equity investments (the "Investment"), then the maximum annual (but not cumulative) amount of Units that could have vested at the end of each unfinished year in the Performance Period,... including the year during which the Change of Control is completed, shall become fully vested and exercisable immediately before December 31, 2013 and Change of Control; (ii) if the Change of Control results in the Investors receiving an amount constituting at least 300% of the Investors' initial equity investment in Company and any subsequent equity investments, Shares shall vest as follows: (A) if the Investor internal rate of return ("IRR") as of the Change of Control date is 16% or higher, Investment, then all remaining Shares Units shall become fully vested and exercisable on the one-year anniversary of immediately before the Change of Control; (B) or (iii) if the Investor IRR as of the -4- Change of Control date is between 14% and 16%, results in the number of Shares determined by interpolation (e.g., 50% acceleration at 15% IRR) shall become fully vested and exercisable on the one-year anniversary Investors receiving an amount constituting less than 200% of the Change of Control; and (C) if the Investor IRR as of the Change of -4- Control date is less than 14%, Investment, there will be no acceleration of vesting. Vesting on the one-year anniversary of the Change of Control is contingent on continued employment through the one-year anniversary date, except as otherwise provided in Section 3(a). (ii) If a Change of Control occurs and the requirements of subsection (i) are not met, there will be no acceleration of vesting. (iii) In determining the amount that has been received by the Investors, received, the gross value of all cash (including prior distributions the Investors or their Affiliates have received with respect to the Shares) and/or securities (with the fair value of such securities to be determined by the Board, which shall be entitled to take into account any restrictions on transferability, liquidity or saleability of such securities) received by the Investors shall be taken into account, minus the amount of commissions, fees and expenses payable by the Investors to the investment bankers and professional advisors in connection with the Change of Control. Management and transaction fees specified in the Management Agreement shall be excluded, provided that any increases in such fees from the fees in effect as of the date of the Optionee's Employment Agreement must be customary (on a percentage of equity basis or in the case of transaction fees as a percentage of transaction size) compared to fees charged by private equity sponsors to their portfolio companies. In evaluating the amount of the transaction consideration, the Board may take into consideration amounts paid into escrow and contingent payments in connection with any transaction. As used herein with respect to the Option, the Option shall be earned based on performance and shall vest based on Section 3 below, and the term "vest" means to become exercisable in whole or in specified part.
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