Management Members. For the avoidance of doubt, the provisions of Section 3.7(a) and (b) shall not in any way limit any non-competition or non-solicitation restrictions contained in an employment, severance, separation or services agreement between any Management Member or any other Member who is an employee of the Company or any of its Subsidiaries and the Company or any of its Subsidiaries.
Management Members. The Management Members will be those who accept the pending offer to participate in the Units Plan. EXHIBIT A CONTINGENT BONUS -------------------------------------------------------------------------------- Issuer: A Subsidiary of the Company Bonus: Bonus of up to the maximum amount specified in the Management Member's subscription agreement with the Company, subject to the contingencies set forth below Contingency: Bonus will be paid to a Management Member following a Qualified IPO of a subsidiary of the Company (if a Qualified IPO occurs prior to June 1, 2005) if he or she is i) an employee of the Company or one of its subsidiaries on January 1, 2007 and ii) required to pay current income tax on compensation with respect to Class A Units prior to January 1, 2007 attributable to a final "determination" (as defined in Section 1313(a)(i) of the Code) of a valuation of such Units in excess of the valuation prepared by the Company's third party valuation firm; the bonus shall be an amount equal to the current income tax attributable to the "determination", subject to the maximum amount set forth above.
Management Members. The Management Members will be those individuals who accept the offer to participate in the Units Plan. Schedule B Target EBITDA Year Class C Unit Target EBITDA 2004 $577.2 million 2005 $621.5 million 2006 $644.6 million 2007 $668.7 million 2008 $693.9 million Year Class D Unit Target EBITDA 2004 $588.0 million 2005 $654.2 million 2006 $713.5 million 2007 $757.3 million 2008 $788.1 million EXHIBIT A ELECTION TO INCLUDE UNITS IN GROSS INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE The undersigned purchased units (the "Units") of Nalco LLC (the "Company") on ______ __, 200[_]. The undersigned desires to make an election to have the Units taxed under the provision of Section 83(b) of the Internal Revenue Code of 1986, as amended ("Code ss.83(b)"), at the time the undersigned purchased the Units. Therefore, pursuant to Code ss.83(b) and Treasury Regulation ss.1.83-2 promulgated thereunder, the undersigned herEBY makes an election, with respect to the Units (described below), to report as taxable income for calendar year ____ the excess, if any, of the Units' fair market value on ____ __, 200[_] over the purchase price thereof. The following information is supplied in accordance with Treasury Regulation ss.1.83-2(e):
Management Members. Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx Valentine Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx Xxxxxxx X. Xxxx Xxxx X. XxXxxxx Xxxx X. Xxxxxxxxx Xxxxx X. Xxxx Xxxxxx X. Xxxxxxx Xxxx Xxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx [Signature Page to Contribution, Assignment and Assumption Agreement] Exhibit A Holders of Common Units Holders of Common Units Common Units of PES LLC Contributed to PESC Company Limited Partner Units in PESC Company Received by Holder of Common Units Carlyle PES, L.L.C. c/o The Carlyle Group 0000 Xxxxxxxxxxxx Xxx. XX, Xxxxx 000 Xxxxx Xxxxxxxxxx, XX 00000-0000 [·] [·] PES Equity Holdings, LLC c/o Energy Transfer Partners, L.P. 0000 Xxx Xxxx Xxxxxx Xxxxxx, XX 00000 [·] [·] Xxxxx X. Xxxx c/o PESC Company, LP 0000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 [·] [·] Xxxxxx X. Xxxxxxx c/o PESC Company, LP 0000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 [·] [·] Exhibit B Holders of Incentive Units Holders of Incentive Units* Incentive Units of PES LLC Contributed to PESC Company Limited Partner Units in PESC Company Received by Holder of Incentive Units Xxxxxxx X. Xxxxxxxx [·] [·] Xxxxxxx X. Xxxxx [·] [·] Valentine Xxxxx Xxxxxx [·] [·] Xxxxxxx X. Xxxxxx [·] [·] Xxxxx X. Xxxxxx [·] [·] Xxxxxxx X. Xxxx [·] [·] Xxxx X. XxXxxxx [·] [·] Xxxx X. Xxxxxxxxx [·] [·] Xxxxx X. Xxxx [·] [·] Xxxxxx X. Xxxxxxx [·] [·] Xxxx Xxxxxx [·] [·] Xxxxxx X. Xxxxxxx [·] [·]
Management Members s/ Xxxx X. Xxxxx Xxxx Xxxx Xxxxx /s/ Xxxxxxxx X. Xxxxx Xxxxxxxx Xxx Xxxxx /s/ Xxxx X. XxXxxxxxx Xxxx X. XxXxxxxxx /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Signature Page to Amended & Restated LLC Agreement
Management Members. The Employer or management members of the Labor Management Council shall consist of three (3) representatives designated by management; the Director of Utilities or the Manager shall be a member ex-officio of the Council.
Management Members s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Address: Facsimile: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Address: Facsimile: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Address: Facsimile: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Address: Facsimile: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Address: Facsimile: /s/ J. Xxxxxx Xxxxxx Name: J. Xxxxxx Xxxxxx Address: Facsimile: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Address: Facsimile: [Signature Page to the Sixth Amended and Restated Limited Liability Company Agreement] /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Address: Facsimile: /s/ Xxxxxx X. Xxxxxxx, XX Name: Xxxxxx X. Xxxxxxx, XX Address: Facsimile: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Address: Facsimile: /s/ Xxx X. Xxxxxxx Xx. Name: Xxx X. Xxxxxxx Xx. Address: Facsimile: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Address: Facsimile: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Address: Facsimile: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Address: Facsimile: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Address: Facsimile: [Signature Page to the Sixth Amended and Restated Limited Liability Company Agreement] /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Address: Facsimile: [Signature Page to the Sixth Amended and Restated Limited Liability Company Agreement] SCHEDULE I MEMBERS Emdeon Inc. Xxxxxxx & Xxxxxxxx Investors VI, X.X. Xxxxxxx & Xxxxxxxx Capital Associates VI, X.X. Xxxxxxx & Xxxxxxxx Capital Executives VI, L.P. HFCP VI Domestic AIV, L.P. EBS Holdco II, LLC EBS Holdco I, LLC MANAGEMENT MEMBERS Xxxxx X. Xxxx Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxx X. Xxxxxxx J. Xxxxxx Xxxxxx Xxx X. Xxxxx Xxxxx X. Xxxx Xxxxxx Xxxxxxx Xxxxx X. Xxxxxxxx Xxx Xxxxxxx Xx. Xxxxxx X. Xxxx Xxx Xxxxxx Xxxx X. Xxxxx Xxxxxxx Xxxxxxx Xxxx X. Xxxxxx eRx MEMBERS None EXHIBIT A MEMBERS, IPO DATE CAPITAL ACCOUNT BALANCE AND INTERESTS Beginning Net IPO Date Capital Percentage of Class Date Issued by the Members Capital Balance Units of Units Company Emdeon Inc. $ 320,113,126 TBD 52,000,000 56.41 % November 16, 2006 349,166 August 11, 2009 1,850,000 August 12, 2009 10,725,000 August 17, 2009 EBS Holdco I, LLC $ 165,000,000 (1) TBD 13,773,913.04 11.97 % February 8, 2008 EBS Holdco II, LLC $ 139,433,869 (2) TBD 11,639,696.86 10.11 % February 8, 2008 Xxxxxxx & Xxxxxxxx Capital Associates VI, L.P. $ 135,300 TBD 11,294.61 0.01 % February 8, 2008 Xxxxxxx & Xxxxxxxx Capital Executives VI, L.P. $ 1,197,200 TBD 99,940.18 0.09 % February 8, 2008 HFCP VI Domestic AIV, L.P. $ 267,734,100 TBD 22,349,977.04 19.42 % ...
Management Members. XXXXX X. XXXXXX III TRUST U/A dated December 31, 2016 By: XXXXXX FIDUCIARY MANAGEMENT, Trustee By: /s/ Xxxxx X. Xxxxxx III Name: Xxxxx X. Xxxxxx III Title: Manager Master Reorganization Agreement MANAGEMENT MEMBERS: /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx Master Reorganization Agreement MANAGEMENT MEMBERS: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Signature Page to Master Reorganization Agreement MANAGEMENT MEMBERS: /s/ Xxxx Xxxx Xxxx Xxxx Signature Page to Master Reorganization Agreement MANAGEMENT MEMBERS: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Signature Page to Master Reorganization Agreement MANAGEMENT MEMBERS: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx Signature Page to Master Reorganization Agreement MANAGEMENT MEMBERS: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Master Reorganization Agreement
Management Members s/ Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx Master Reorganization Agreement MANAGEMENT MEMBERS: XXXX & XXXXX XXXXX FAMILY TRUST U/A dated December 30, 2016 By: XXXXX FIDUCIARY MANAGEMENT LLC, Trustee By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Manager Master Reorganization Agreement MANAGEMENT MEMBERS: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Signature Page to Master Reorganization Agreement MANAGEMENT MEMBERS: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Master Reorganization Agreement Exhibit A Form of Management Holdco Limited Liability Company Agreement See attached. Exhibit B Form of Agreement and Plan of Merger See attached. Exhibit C Form of Certificate of Incorporation See attached. Exhibit D Form of Bylaws See attached. Exhibit E Form of Registration Rights Agreement See attached. Exhibit F Form of Stockholders’ Agreement See attached.
Management Members. The Board shall have the authority to issue, on behalf of the Company, Management Units in accordance with this Section 3.1(e).
