Common use of Performance-Based Units Clause in Contracts

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.