Kicker Equity Award Clause Samples

Kicker Equity Award. At the next Board meeting following the Effective Date, the Executive shall be granted an award of options or restricted stock (the “Kicker Equity Award”), representing, as of the Effective Date, 0.50% of the Company equity upside, based on the Aggregate Cost Basis. The terms and conditions of the Kicker Equity Award shall be documented in an equity award agreement between the Company and the Executive. The Kicker Equity Award shall be performance-driven and shall vest in whole or in part upon a disposition, a sale or a registered initial public offering (an “IPO”) of the Related Companies (a “Disposition”) meeting one of the following requirements: (i) fifty percent (50%) of the Kicker Equity Award will vest in connection with a Disposition in which the Related Companies are valued at least $753 million (the “First Hurdle Amount”), but less than $941,25 million (the “Second Hurdle Amount”); or (ii) one hundred percent (100%) of the Kicker Equity Award will vest in connection with a Disposition in which the Related Companies are valued equal to or greater than the Second Hurdle Amount; provided that in the event that VSH makes any additional equity investments in the Related Companies after the Effective Date but prior to the completion of any Disposition (an “Additional VSH Investment”), then the First Hurdle Amount shall be increased by an amount equal to two (2) times the initial cost basis of any Additional VSH Investment and the Second Hurdle Amount shall be increased by an amount equal to two and one half (2.5) times the initial cost basis of any Additional VSH Investment. In the event of a Disposition that is an IPO, the value of the Related Companies shall be determined by the 10-day trading average for the shares of Related Companies the period ending 30 business days after the completion of the IPO.