Additional Incentive Equity Awards. So long as you continue to serve as a member of the Board following the date the Release becomes irrevocable, you will also be eligible to receive additional Incentive Equity Awards (each an “Incentive Award”) that will be delivered, at the election of the Company, in the form of (x) fully vested shares of Class B Common Stock, (y) if there are no shares of Class B Common Stock then outstanding, such class of shares or other form of consideration into which the Class B Common Stock has been converted, or (z) cash. You will be eligible to receive the Incentive Awards in the amounts set forth below based upon the closing of up to two Qualifying Events described below, provided that the Qualifying Event is commenced while you are in service on the Board and is completed on or before February 29, 2026, where the per-share valuation of a common stock equivalent share based on the Company’s total number of common stock equivalent shares (including shares issuable with respect to then outstanding convertible securities, options and warrants) outstanding immediately prior to the Qualifying Event equals or exceeds one or more of the valuation thresholds set forth below, in each case as appropriately adjusted for splits, combinations, recapitalizations, dividends and distributions (whether such dividends and distributions are in cash or securities): (i) a private equity financing of at least $500 million in cash proceeds to the Company at least 25% of which is received from new investors, (ii) a Qualified IPO, or the Company’s shares of common stock otherwise become publicly traded on the Nasdaq or New York Stock Exchange (a “Qualified Public Listing”), (iii) achieving a public trading valuation based on the closing prices of the Company’s publicly traded common stock for a period of at least 30 consecutive trading days on a national securities exchange or national electronic trading market, or (iv) a Change of Control of the Company (each, a “Qualifying Event”):
Additional Incentive Equity Awards. Section 6 of the Transition Agreement is hereby deleted in its entirety and replaced as follows:
Additional Incentive Equity Awards. You are hereby granted an award with an aggregate potential value of up to $78 million (the “Incentive Award”), that you may earn based on the achievement of the performance goals set forth below (each, a “Qualifying Event”) and your continued service as a member of the Board through the applicable Vesting Date (as defined below), provided, that continued Board service through the Vesting Date shall not be required in the event that you are involuntarily removed from the Board without Cause, you are unable to stand for reelection to the Board due to Board-imposed director term limits or your Board service terminates due to your death or disability (as determined by the Board in good faith) (in any case described in this proviso, an “Involuntary Termination”). The Incentive Award, to the extent earned in accordance with the terms and conditions set forth below, will be delivered, at the election of the Company, in the form of (x) fully vested shares of Class B Common Stock, (y) if there are no shares of Class B Common Stock then outstanding (including, for the avoidance of doubt, if your shares of Class B Common Stock have converted to Class A Common Stock pursuant to Section 10 hereof), such class of shares or other form of consideration into which the Class B Common Stock has been converted, or (z) cash, and in any case of the foregoing (x), (y), or (z), issued or paid to you no later than 10 days following the applicable Vesting Date (or such later date as may be mutually agreed by the Company and you but not later than March 15th of the year following the applicable Vesting Date). For the avoidance of doubt, if a Change of Control (as defined below) occurs and the Company (or any successor of the Company in a Change in Control (a “Successor”)) becomes a subsidiary of the acquiror in such Change of Control, then any Incentive Award that becomes payable following such Change of Control shall be paid, at the election of the Company (i) in cash, or (ii) if the Company’s Class B Common Stock (or securities into which the Class B Common Stock has previously been converted) is converted in whole or in part into securities of the ultimate parent company of the Company (“Parent Company Securities”) in connection with such Change of Control, in the form of Parent Company Securities (and the provisions of Section 6(e) below shall apply to any such payment in the form of Parent Company Securities).
