Performance-Based Units Clause Samples

Performance-Based Units. Two-third (66.67%) of the Class B Units subject to this Award (the “Performance-Based Units”) shall be eligible to vest (rounded down to the nearest whole Class B Unit) based on Apax Investor’s achievement of the MOIC targets set forth below on a Measurement Date, subject to the Participant’s continued Service through such date. Notwithstanding the foregoing, if the Participant’s Service is terminated without Cause, due to death or Disability, or if the Participant resigns for Good Reason (in each case, as defined in the Employment Agreement), the Performance-Based Units shall remain outstanding for one hundred twenty (120) days following such termination (the “Tail Period”). If a Measurement Date occurs during the Tail Period and the applicable MOIC targets are achieved, the Performance-Based Units shall vest. If no Measurement Date occurs during the Tail Period, or if the applicable MOIC targets are not achieved on such Measurement Date, all outstanding Performance-Based Units shall automatically be forfeited and cancelled without consideration as of the last day of the Tail Period.

Performance-Based Units. Up to fifty percent (50%) of the Class B Units subject to this Award (the “Performance-Based Units”) shall be eligible to vest upon the consummation of a Change of Control (or, if the Administrator determines to treat an Initial Public Offering as a Wind-Up Date, upon the consummation of an Initial Public Offering) as follows, in each case, provided that the Participant remains in continuous Service through the applicable date of the consummation of such Change of Control or Initial Public Offering, if applicable, and, in each case, rounded down to the nearest whole Class B Unit; provided, however, that if the Participant’s Service is terminated without Cause or due to the Participant’s death or disability, or if the Participant resigns for Good Reason (in each case pursuant to the terms of the Employment Agreement) within the one hundred and twenty (120)-day period preceding the execution of a definitive agreement that ultimately results in a Change of Control, the Performance-Based Units will remain eligible to vest upon such Change of Control: i. Thirty-three percent (33%) of the Performance-Based Units shall vest if the Apax Investor achieves a MOIC equal to two times (2.0x); ii. One hundred percent (100%) of the Performance-Based Units shall vest if the Apax Investor achieves a MOIC equal to at least two and one-half times (2.5x). iii. In the event that (I) the Apax Investor achieves a MOIC of at least two times (2.0x) and (II) the Apax Investor’s MOIC is less than two and one-half times (2.5x), the percentage of the Performance-Based Units that become Vested shall be equal to the number of Performance-Based Units that would become Vested based on straight-line interpolation between a MOIC of two times (2.0x) and two and one-half times (2.5x) based on Section B(i) and (B)(ii). For the avoidance of doubt, none of the Performance-Based Units shall vest if the Apax Investor achieves a MOIC less than (2.0x) as of the consummation of a Change of Control or Initial Public Offering that is treated as a Wind-Up Date. iv. Performance-Based Units will vest upon the consummation of a Change of Control only to the extent the performance targets set forth in this Section B are achieved in connection with such Change of Control. If any Performance-Based Unit would not be entitled to receive any distributions at the time of a Change of Control if all the assets of the Partnership were then sold at Fair Market Value and then the proceeds were distributed in a complet...

Performance-Based Units. Performance-Based Units that are the subject of this Agreement (the “Performance-Based Award”) shall vest upon certification by the Manager of Management LLC that the “Profit Goal” (as defined in Section 9 herein) has been achieved, provided that the Participant has not incurred a Termination of Service prior to such certification.

Performance-Based Units. The Performance-Based Units subject to the Award shall be subject to the vesting requirements set forth in both Section 1.3.1 and Section 1.3.2.

Performance-Based Units. Executive’s Performance-Based Units shall vest based on the level of aggregate Cash-on-Cash Returns achieved by the Pre-Combination NM Members (and/or, without duplication, their direct and indirect parent entities) in accordance with the vesting schedule set forth on Appendix B; provided that Executive has not been Terminated prior to the date the applicable Cash-on-Cash Return is achieved. There shall be no proportionate or partial vesting for levels of achievement of Cash-on-Cash Return between the performance thresholds set forth above, and all vesting shall occur on a cliff basis only to the extent that an applicable Cash-on-Cash Return threshold is achieved; provided that Executive has not been Terminated prior to the date the applicable Cash-on-Cash Return is achieved. For the avoidance of doubt, in the event that the applicable Cash-on-Cash Return is not achieved at any point in time, then the Performance-Based Units shall remain outstanding and eligible to continue to performance vest upon a later achievement of the applicable Cash-on-Cash Returns; provided that Executive has not been Terminated prior to the date on which vesting occurs; and provided, further,

Performance-Based Units. Executive’s Performance-Based Units shall vest on the earlier to occur of (i) the achievement by the Pre-Combination NM Members (and/or, without duplication, their direct and indirect parent entities) of the aggregate Cash-on-Cash Returns pursuant to the vesting schedule set forth on Appendix B (the “Milestone Condition”) or

Performance-Based Units. The Target represents the number of Units you have the opportunity to receive based on the Company’s attainment of its annual performance goals. A portion of the Units will be awarded to you as soon as administratively feasible following each Fiscal Year during the Performance Period; the actual number of Units you receive will range from 80% to 120% of one third of the Target Units for the Performance Period, which will be determined by the Company in its sole discretion. You will be notified of the annual performance goals and the number of Units awarded to you if those goals are attained through separate written communications. Notwithstanding the preceding paragraph, if your employment is terminated during the Performance Period by reason of your death or Permanent Disability (as defined below), the number of units awarded to you will be the Target Units for the Performance Period.

Performance-Based Units. Forty (40) of the Performance-Based Units that are the subject of this Agreement shall vest upon certification by the Manager of Management LLC that the “First Profit Goal” (as defined in Section 9 herein) has been achieved, provided that the Participant has not incurred a Termination of Service prior to such certification. An additional twenty (20) Performance-Based Units that are the subject of this Agreement shall vest upon certification by the Manager of Management LLC that the “Second Profit Goal” (as defined in Section 9) has been achieved, provided that the Participant has not incurred a Termination of Service prior to the date of such certification.

Performance-Based Units. Except as may otherwise be provided in the Plan or this Agreement, the Performance-Based Units shall vest in the amounts set forth below, depending upon the Cumulative Operating Income of the Corporation, as follows