Growth Incentive Program Sample Clauses

Growth Incentive Program. (a) In the event Parent or any of its Subsidiaries acquires any Person(s) or business in the State of Florida prior to the third (3rd) anniversary of the date of this Agreement and such acquisition opportunity (x) had not been made known in writing to the board of directors or executive officers of Parent before the date hereof by sources other than any Seller and (y) is or was first identified to the board of directors and/or executive officers of Parent by any of the Sellers (such acquisition, a “Qualified Acquisition” and the Persons or business acquired thereby, a “Qualified Acquisition Target”), then, subject to the terms of this Agreement, Parent will allow the Sellers to contribute, in the aggregate, up to twenty percent (20%) of the total amount of cash equity financing used to fund such Qualified Acquisition (it being understood that the total amount of cash equity financing used for such Qualified Acquisition shall be determined in good faith by Parent in its sole discretion) in exchange for equity interests in the Qualified Acquisition Target or the applicable holding company thereof (such contribution by Sellers, a “Qualified Seller Investment”, the equity interest issued in exchange therefor, the “Qualified Seller Equity” and the entity issuing the Qualified Seller Equity, the “Applicable Acquisition Co.”); provided, that: (i) subject to clause (ii) below, any Qualified Seller Investment shall be on the same terms and conditions as the equity investment made by Parent or its Subsidiaries in connection with such Qualified Acquisition, which terms and conditions shall be determined by Parent in its sole discretion; (ii) any Qualified Seller Equity shall have preemptive rights and tag-along rights and be subject to drag-along arrangements and transfer restrictions, in each case, on terms and conditions substantially similar to those applicable to the common units held by Sellers under the SFRO Operating Agreement; and (iii) upon the termination, for any reason, of a Seller’s employment with SFRO and its Subsidiaries, the Applicable Acquisition Co. shall have the right to redeem all of the Qualified Seller Equity held by such Seller for an amount calculated based on the same formula for the Redemption Payment (as defined below), except that for purpose of the calculation contemplated by this clause (iii), the Redemption Valuation Date shall be the last day of the last full calendar month ending prior to the employment termination date. (b) The Qua...