Common use of Incentive Units Clause in Contracts

Incentive Units. (a) As of the Effective Date, the Company has authorized, and reserved for issuance under the Equity Incentive Plan, Incentive Units (the “Authorized Incentive Units”). To the extent that, on or after the Effective Date, any Incentive Units are issued under the Plan and then such Incentive Units are forfeited, canceled or otherwise terminated, or the Incentive Units are not delivered because an award under the Equity Incentive Plan is settled in cash or used to satisfy the applicable tax withholding obligation, such Incentive Units shall remain part of the Authorized Incentive Units. The number of Authorized Incentive Units can be increased by the Board at any time in its sole discretion. (b) It is each Member’s intention that the Incentive Units issued under the Equity Incentive Plan shall represent interests in the Profits and Losses, but not the capital, of the Company. As a condition to the award of any Incentive Units under the Equity Incentive Plan, the intended recipient of such Incentive Units shall execute a restricted units or similar agreement, in a form approved by the Board, and shall take such other steps, and execute such other documents as are contemplated thereunder. The Incentive Units issued pursuant to the Equity Incentive Plan may be subject to the vesting terms, if any, a Participation Threshold and/or any other terms set forth in the applicable grant agreements by and between the Company and the holder of the Incentive Units. (c) In the event that any Incentive Units are granted pursuant to the Equity Incentive Plan after the Effective Date, the Board shall be authorized to establish a “participation threshold” with respect to the subset of Incentive Units granted on such date (a “Participation Threshold”). The Participation Threshold for any subset of Incentive Units granted on the same date shall be calculated as of the time immediately prior to the issuance of such Incentive Units and, unless otherwise determined by the Board, shall not be less the Net Equity Value as of such time. Notwithstanding the foregoing, the Participation Threshold of a subset of Incentive Units shall not be less than zero. The Participation Threshold of a subset of Incentive Units shall be met at such time as the aggregate prior and current distributions under Section 4.1 with respect to any Common Units and any Incentive Units with a lower Participation Threshold than that of the subset in question equals the Participation Threshold of that subset of Incentive Units. For the avoidance of any doubt, in the event that any Incentive Units are not entitled to participate in distributions under Section 4.1 (because their applicable Participation Threshold has not been reached), the amount distributable to such Incentive Units but for the limitation imposed by this Section 3.7(c) shall be distributed to the holders of Common Units and Incentive Units with a lower Participation Threshold in accordance with the provisions of Section 4.1.

Incentive Units. (a) As In addition to the Units that may be issued and sold pursuant to Section 3.4(a), subject to compliance with the other sections of the Effective Datethis Agreement and any other agreement between Holdings and any Member, the Company has authorized, Board shall have the right at any time and reserved for issuance under the Equity Incentive Plan, from time to time to authorize and cause Holdings LLC to create and/or issue Incentive Units to Persons who are or become officers, managers, employees, consultants or other service providers (the “Authorized of or to Holdings LLC or any of its Subsidiaries and including Executive Members). In connection with any issuance of Incentive Units, in addition to the other requirements set forth in this Agreement, a Person who acquires such Units shall enter into such other documents, instruments and agreements to effect such purchase and evidence the terms and conditions thereof as are required by the Board (each, an “Incentive Agreement”). To the extent that, on or after the Effective Date, any All Incentive Units are will be issued under the Plan pursuant to an Incentive Agreement and then such Incentive Units are forfeited, canceled equity incentive plan or otherwise terminated, or the Incentive Units are not delivered because an award under the Equity Incentive Plan is settled in cash or used to satisfy the applicable tax withholding obligation, such Incentive Units shall remain part of the Authorized Incentive Units. The number of Authorized Incentive Units can be increased by the Board at any time in its sole discretion. (b) It is each Member’s intention that the Incentive Units issued under the Equity Incentive Plan shall represent interests in the Profits and Losses, but not the capital, of the Company. As a condition to the award of any Incentive Units under the Equity Incentive Plan, the intended recipient of such Incentive Units shall execute a restricted units or similar agreement, in a form employee equity ownership plan approved by the Board, which Incentive Agreement shall contain such provisions as the Board shall determine, which may include (i) the forfeiture of, or the right of Holdings LLC or any or all of the Members and shall take such other stepsPersons as the Board shall designate to repurchase from each holder thereof, and execute all or part such other documents as are contemplated thereunder. The Incentive Units issued in the event such Person ceases to be an officer, manager, employee or consultant of or to perform other services for Holdings LLC or its Subsidiaries or upon such other conditions as determined by the Board and (ii) provisions regarding vesting of such Incentive Units, including upon the happening of certain events, upon the passage of a specified period of time, upon the fulfillment of certain conditions or upon the achievement by Holdings LLC and its Subsidiaries of certain performance goals. Each Incentive Unit will be issued pursuant to an Incentive Agreement that shall provide for the Equity Incentive Plan may establishment of a threshold amount of cumulative Distributions that must be subject to the vesting terms, if any, a Participation Threshold and/or any other terms set forth in the applicable grant agreements by and between the Company and the holder of the Incentive Units. (c) In the event that any Incentive Units are granted pursuant to the Equity Incentive Plan after the Effective Date, the Board shall be authorized to establish a “participation threshold” made with respect to all or one or more specified classes or series of Units before such Incentive Unit is entitled to receive any Distributions, which shall be greater than or equal to both (x) the subset aggregate amount of the Series B1 Unpaid Return, the Series B2 Unpaid Return, the Series B3 Unpaid Return, the Class B Unreturned Capital (as the foregoing terms are defined in Exhibit B) and the Preferential Amount (as the foregoing term is defined in Exhibit C) and (y) the Fair Market Value of such Incentive Units granted on Unit, in each case as of the time of issuance of such date Incentive Unit (such threshold amount, a “Participation Threshold”). Each Person who acquires Incentive Units from Holdings LLC shall in exchange for such Incentive Units make a Capital Contribution to Holdings LLC in an amount (which may be zero) to be determined by the Board and set forth in the relevant Incentive Agreement. The Participation Threshold Members intend that the Incentive Units authorized hereunder are to be an equity incentive pool for issuance to officers, managers, employees, consultants or other service providers (of or to Holdings LLC or any subset of its Subsidiaries and including Executive Members) that the Board may allocate, and that Holdings LLC may issue all or a portion of the authorized Incentive Units to such Persons. Such Incentive Agreements, taken together with this Agreement, (x) are intended to qualify as a compensatory benefit plan within the meaning of Rule 701 under the Securities Act and the issuance of Incentive Units granted on pursuant hereto is intended to qualify for the same date shall be calculated as exemption from registration under the Securities Act provided by Rule 701 and (y) with respect to Israeli residents who are employees, officers or directors of the time immediately prior to Holdings LLC or any Affiliate thereof and together with the issuance of such Incentive Units andpursuant hereto, unless otherwise determined by are intended to qualify under the Board, shall not be less the Net Equity Value as provisions of such time. Notwithstanding the foregoing, the Participation Threshold of a subset of Incentive Units shall not be less than zero. The Participation Threshold of a subset of Incentive Units shall be met at such time as the aggregate prior and current distributions under Section 4.1 with respect to any Common Units and any Incentive Units with a lower Participation Threshold than that 102 of the subset Israeli Income Tax Ordinance of 1961, and in question equals connection therewith Holdings LLC will adopt and file with the Participation Threshold of that subset of Incentive Units. For the avoidance of any doubt, in the event that any Incentive Units are not entitled to participate in distributions under Section 4.1 (because their applicable Participation Threshold has not been reached), the amount distributable to such Incentive Units but for the limitation imposed by this Section 3.7(c) shall be distributed to the holders of Common Units and Incentive Units with a lower Participation Threshold Israeli Tax Authority an Israeli Share Option Plan in accordance with the provisions of Section 4.1102 of the Israeli Income Tax Ordinance of 1961 and will take all actions that are reasonable required for the approval of such a plan by the Israeli Tax Authority; provided that the foregoing shall not restrict or limit Holdings LLC’s ability to issue any Incentive Units pursuant to any other exemption from registration under the Securities Act (or any other applicable law) available to Holdings LLC.

Incentive Units. (a) As The Board of Managers is authorized to issue one or more series of Incentive Units from the authorized Units to Managers, officers, employees, consultants or other service providers of the Effective DateCompany or its Subsidiaries; provided, the Company has authorized, that forty-three thousand two hundred (43,200) Units are hereby authorized and shall be reserved for issuance under the Equity Incentive Plan, as Incentive Units (and shall be issued at the “Authorized Incentive Units”)discretion of the Board of Managers. To the extent that, on or after the Effective Date, any Incentive Units are issued under the Plan and then such Incentive Units are forfeited, canceled or otherwise terminated, or The Board of Managers is further authorized to adopt a plan pursuant to which the Incentive Units are not delivered because an award under may be granted, if appropriate and compliant with Rule 701 of the Equity Securities Act or another applicable exemption. The Company and each Person receiving Incentive Plan is settled Units hereby acknowledge and agree that the Board of Managers may designate Incentive Units as Profits Interests and may vary the other rights and preferences thereof; provided, that, notwithstanding anything in cash or used this Agreement to satisfy the applicable tax withholding obligationcontrary, such all Incentive Units shall remain part be non-voting and non-transferable, except that Incentive Units may be transferred in connection with a Capital Transaction entered into by the Company. The Board of Managers shall determine in good faith the Authorized Incremental Distribution Threshold for any series of Subsequent Incentive Units. The number of Authorized Incentive Units can be increased by the Board at any time in its sole discretion. (b) It is each Member’s intention that the The Board of Managers may from time to time establish such vesting criteria for any series of Incentive Units issued under as the Equity Incentive Plan shall represent interests Board of Managers in the Profits and Losses, but not the capital, of the Company. As a condition to the award of any Incentive Units under the Equity Incentive Plan, the intended recipient of such Incentive Units shall execute a restricted units or similar agreement, in a form approved by the Board, and shall take such other steps, and execute such other documents as are contemplated thereunder. The Incentive Units issued pursuant to the Equity Incentive Plan may be subject to the vesting terms, if any, a Participation Threshold and/or any other terms set forth in the applicable grant agreements by and between the Company and the holder of the Incentive Unitsits discretion determines. (c) In the event that any Incentive Units are granted pursuant to the Equity Incentive Plan after the Effective DateAll Members, the Board shall be authorized to establish a “participation threshold” with respect to the subset of Incentive Units granted on such date (a “Participation Threshold”). The Participation Threshold for any subset of Incentive Units granted on the same date shall be calculated whether parties hereto as of the time immediately prior date hereof or admitted after the date hereof, consent to the issuance taking of such all actions, including amending this Agreement, that are approved by the Board of Managers to the extent necessary or appropriate to cause the Incentive Units andto be treated as Profits Interests for all United States federal income tax purposes, to be valued based on liquidation value or similar principles and to permit allocations of income to be made to each Member to be respected even if such interests are subject to risk of forfeiture, including any action required by the Company under Revenue Procedure 2001-43, unless superseded by IRS Notice 2005-43, in which case, such consent shall allow the Company to take any and all actions as may be necessary or desirable pursuant to such notice, final or temporary regulations that may be promulgated to bring into effect the Proposed Treasury Regulations Sections 1.83-3, 1.704-1, 1.706-3, 1.707-1, 1.721-1, 1.761-1 set forth in the notice of proposed rulemaking (REG–105346–03 ), and any similar or related authority. (d) Unless otherwise determined by the BoardBoard of Managers, it shall not be less a condition subsequent to any Person’s receipt of any Incentive Unit subject to vesting that such Person make an election under Section 83(b) of the Net Equity Value as Code within thirty (30) days of the receipt of such time. Notwithstanding the foregoing, the Participation Threshold of a subset of Incentive Unit. (e) No Incentive Units shall not be less than zero. The Participation Threshold have any preemptive rights pursuant to Section 3.8 and the number of a subset of issued and outstanding Incentive Units shall be met at such time as excluded from the aggregate prior and current distributions under Section 4.1 with respect to any Common calculation of the total outstanding Units and any Incentive Units with a lower Participation Threshold than that of the subset Percentage Interest provided in question equals the Participation Threshold of that subset of Incentive Units. For the avoidance of any doubt, in the event that any Incentive Units are not entitled to participate in distributions under Section 4.1 (because their applicable Participation Threshold has not been reached), the amount distributable to such Incentive Units but for the limitation imposed by this Section 3.7(c) shall be distributed to the holders of Common Units and Incentive Units with a lower Participation Threshold in accordance with the provisions of Section 4.13.8.

Incentive Units. (a) As of The Board shall have the Effective Date, right to cause the Company has authorized, and reserved for issuance under the Equity Incentive Plan, to issue Incentive Units (in exchange for services performed or to be performed for the “Authorized Company or one of its Affiliates by such Person, rather than in exchange for Capital Contributions made to the Company by such Person. Each Incentive Units”). To Unit shall be treated as a profits interest within the extent thatmeaning of Revenue Procedure 93-27, on or after the Effective Date, any Incentive Units are issued under the Plan and then such Incentive Units are forfeited, canceled or otherwise terminated, or the Incentive Units are not delivered because an award under the Equity Incentive Plan is settled in cash or used to satisfy the applicable tax withholding obligation, such Incentive Units shall remain part of the Authorized Incentive Units1993-2 C.B. 343. The number of Authorized Company shall issue each Incentive Units can be increased by the Board at any time Unit pursuant to and in its sole discretion. accordance with a grant agreement (b) It is each Member’s intention that the Incentive Units issued under the Equity Incentive Plan shall represent interests in the Profits and Losses, but not the capital, of the Company. As a condition to the award of any Incentive Units under the Equity Incentive Plan, the intended recipient of such Incentive Units shall execute a restricted units or similar agreement, in a form an “Incentive Unit Grant Agreement”) approved by the Board, and shall take such other steps, and execute such other documents as are contemplated thereunder. The Incentive Units issued pursuant to the Equity Incentive Plan may be subject to the vesting terms, if any, a Participation Threshold and/or any other terms set forth in the applicable grant agreements executed by and between the Company and the holder recipient of such Incentive Unit. Each Incentive Unit Grant Agreement shall provide for, among other matters, the forfeiture of, transfer restrictions relating to, or repurchase by the Company of, such Incentive Units. (c) In the event that any Unit. A Member holding Incentive Units are granted pursuant to the Equity Incentive Plan after the Effective Date, the Board shall be authorized treated as the owner of a profits interest from the date such profits interest is granted, and the Company shall file its tax returns and issue appropriate Schedule K-1 forms to establish such Member, allocating to such Member a “participation threshold” distributive share of all items of income, gain, loss, deduction and credit associated with respect such profits interest. Subject to the subset of any vesting, forfeiture and repurchase provisions contained in an Incentive Unit Grant Agreement, a Member holding Incentive Units granted on shall participate in liquidating Distributions in respect of such date (a “Participation Threshold”). The Participation Threshold for any subset of Member’s Incentive Units granted on only from and after such time as all aggregate Distributions previously or concurrently made by the same Company in respect of all other Units since the date shall be calculated as of the time immediately prior to the issuance of such Incentive Units and, unless otherwise determined by equal or exceed the Board, shall not be less the Net Equity Value as Distribution Threshold of such Member’s Incentive Units at such time. Notwithstanding This provision is intended to ensure that each Incentive Unit is upon issuance a “profits interest” within the foregoing, meaning of Revenue Procedure 93-27 and Revenue Procedure 2001-43 and shall be interpreted consistently with such intent in the Participation Threshold of a subset of Incentive Units shall not be less than zeroBoard’s sole and absolute discretion. The Participation Threshold of a subset of Incentive Units shall be met at such time as Board is hereby authorized and directed to cause the aggregate prior and current distributions under Section 4.1 with respect Company to any Common Units and make an election to value any Incentive Units with a lower Participation Threshold than that of at liquidation value (the subset in question equals the Participation Threshold of that subset of Incentive Units. For the avoidance of any doubt, in the event that any Incentive Units are not entitled to participate in distributions under Section 4.1 (because their applicable Participation Threshold has not been reached“Safe Harbor Election”), as the amount distributable same may be permitted pursuant to such Incentive Units but for the limitation imposed by this Section 3.7(c) shall be distributed to the holders of Common Units and Incentive Units with a lower Participation Threshold or in accordance with the provisions finally promulgated successor rules to Proposed Treasury Regulations Section 1.83-3(l) and IRS Notice 2005-43. The Company shall make any allocations of Section 4.1items of income, gain, deduction, loss or credit (including forfeiture allocations and elections as to allocation periods) necessary or appropriate to effectuate and maintain the Safe Harbor Election. Any such Safe Harbor Election shall be binding on the Company and all of its Members with respect to all Transfers of Incentive Units thereafter made by the Company while a Safe Harbor Election is in effect. A Safe Harbor Election, once made, may be revoked by the Board as permitted by any applicable rule. Each Member will (i) comply with all requirements of the Safe Harbor Election with respect to all Incentive Units issued while the Safe Harbor Election remains effective; (ii) cooperate with the Board to perfect and maintain any Safe Harbor Election; and (iii) timely execute and deliver any documentation reasonably requested by the Board with respect to the Safe Harbor Election.