Common use of Equity Matters Clause in Contracts

Equity Matters. Holdings intends to establish a management incentive equity pool consisting of fifteen percent (15%) of the fully diluted equity securities of Holdings as of the Effective Date. The Employee will be granted fifty percent (50%) of such equity pool (i.e., seven and one half percent (7.5%) of the fully diluted equity securities of Holdings) as of the Closing (the “CEO Award”), and the balance of the equity pool shall be awarded from time to time to other members of management of the Company in the discretion of the Board in consultation with the Employee. The incentive equity pool will consist of Class B Units of Holdings, and awards from the incentive equity pool (including the CEO Award) will be intended to qualify as “profits interests” for U.S. federal income tax purposes within the meaning of Revenue Procedures 93-27 and 2001-43. The CEO Award will be subject to the terms and conditions of the Management Unit Grant Agreement entered into by and between the Employee and Holdings, attached hereto as Exhibit A.