2013 RSUs Clause Samples

2013 RSUs. Subject to Sections 7(b) and 7(c) below, if, prior to January 1, 2023: (1) the Limited Partner is subject to a Withdrawal for Cause, then he and his Related Trusts shall: (A) transfer to the Company a number of Class A Shares equal to 50% of the Net Settled 2013 Shares that are held by the Limited Partner and his Related Trusts (and have not been sold) as of the time of such Withdrawal; (B) pay to OZ Management (or as it directs) a lump-sum cash amount equal to the 50% of the aggregate after-tax proceeds received by the Limited Partner and his Related Trusts in respect of any Net Settled 2013 Shares that have been sold at any time; and (C) pay to OZ Management (or as it directs) a lump-sum cash amount equal to 50% of the aggregate after-tax distributions received by the Limited Partner and his Related Trusts on any Net Settled 2013 Shares at any time. (2) the Limited Partner is subject to a Withdrawal due to Resignation (other than a Withdrawal in accordance with Section 7(c) due to the General Partner not making a Company Extension Offer), then he and his Related Trusts shall: (A) transfer to the Company a number of Class A Shares equal to 30% of the Net Settled 2013 Shares that are held by the Limited Partner and his Related Trusts (and have not been sold) as of the time of such Withdrawal; (B) pay to OZ Management (or as it directs) a lump-sum cash amount equal to the 30% of the aggregate after-tax proceeds received by the Limited Partner and his Related Trusts in respect of any Net Settled 2013 Shares that have been sold at any time; and (C) pay to OZ Management (or as it directs) a lump-sum cash amount equal to 30% of the aggregate after-tax distributions received by the Limited Partner and his Related Trusts on any Net Settled 2013 Shares at any time. (3) the Limited Partner is subject to a Withdrawal without Cause, is treated as having Withdrawn in accordance with Section 7(c) due to the General Partner not making a Company Extension Offer, dies or in the event of his Disability, then the Limited Partner and his Related Trusts shall be entitled to retain 100% of the Net Settled 2013 Shares and 100% of the amounts described in paragraphs 2(B) and 2(C) above. The retention by the Limited Partner and his Related Trusts under this Section 7(a)(iii) of any Net Settled 2013 Shares or any of the other amounts described above shall be subject to the Limited Partner complying in all respects with Section 17 below.