Performance Condition. Subject to the Performance-Vesting Service Condition (as defined in clause (ii) below), the percentage of the Performance-Vesting Series A LTIP Awards specified in the table below shall vest on the first Year-End Trading Date (as defined below) following the Grant Date and on or prior to the Seven-Year End Date that the 10-Day VWAP (as defined below) meets or exceeds the applicable price per share specified below (each, a “Seven-Year Share Price Hurdle”), which first Year-End Trading Date shall be considered the Performance-Vesting Date in respect of the applicable portion of the Performance-Vesting Series A LTIP Awards. “Year-End Trading Date” means the last “Trading Day” (as defined in the Grant Date Articles) of the relevant “Financial Year” (as defined in the Grant Date Articles). “10-Day VWAP” means the Dividend Price (as defined in the Grant Date Articles); provided that (i) the reference therein to the relevant “Dividend Year” shall instead be replaced with a reference to the relevant Financial Year and (ii) the final sentence of the definition of Average Price (as defined in the Grant Date Articles, which term is used in the definition of “Dividend Price”) shall be deleted and replaced with the following sentence: “If the Average Price cannot be calculated for that security on that date on any of the foregoing bases, the Average Price of that security on such date shall be the fair market value as mutually determined in good faith by the Grantee and the Board.” $11.50 25 % $13.50 25 % $15.50 25 % $17.50 25 % For the avoidance of doubt, a Seven-Year Share Price Hurdle need only be satisfied once and, except as set forth in Section 2(e) or 2(f) below, vesting will not occur for any portion of the Performance-Vesting Series A LTIP Awards unless and until the Performance-Vesting Service Condition is also satisfied with respect to such portion of the Performance-Vesting Series A LTIP Awards.
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Sources: Award Agreement for Long Term Incentive Plan Units and Restricted Stock (Digital Landscape Group, Inc.), Award Agreement for Long Term Incentive Plan Units and Restricted Stock (Digital Landscape Group, Inc.), Award Agreement (Digital Landscape Group, Inc.)
Performance Condition. Subject to the Performance-Vesting Service Condition (as defined in clause (ii) below), the percentage of the Performance-Vesting Series A LTIP Awards specified in the table below shall vest on the first Year-End Trading Date (as defined below) following the Grant Vesting Commencement Date and on or prior to the Seven-Year End Date (as defined below) that the 10-Day VWAP (as defined below) meets or exceeds the applicable price per share specified below (each, a “Seven-Year Share Price Hurdle”), which first Year-End Trading Date shall be considered the Performance-Vesting Date in respect of the applicable portion of the Performance-Vesting Series A LTIP Awards. “Seven-Year End Date” means the Mandatory Conversion Date (as defined in the First Amended and Restated Memorandum and Articles of Association of the Company, as in effect on the Vesting Commencement Date and without regard to any amendments thereto following the Grant Date (the “Grant Date Articles”)). “Year-End Trading Date” means the last “Trading Day” (as defined in the Grant Date Articles) of the relevant “Financial Year” (as defined in the Grant Date Articles). “10-Day VWAP” means the Dividend Price (as defined in the Grant Date Articles); provided that (i) the reference therein to the relevant “Dividend Year” shall instead be replaced with a reference to the relevant Financial Year and (ii) the final sentence of the definition of Average Price (as defined in the Grant Date Articles, which term is used in the definition of “Dividend Price”) shall be deleted and replaced with the following sentence: “If the Average Price cannot be calculated for that security on that date on any of the foregoing bases, the Average Price of that security on such date shall be the fair market value as mutually determined in good faith by the Grantee and the Board.” $11.50 25 % $13.50 25 % $15.50 25 % $17.50 25 % For the avoidance of doubt, a Seven-Year Share Price Hurdle need only be satisfied once and, except as set forth in Section 2(e) or 2(f) below, vesting will not occur for any portion of the Performance-Vesting Series A LTIP Awards unless and until the Performance-Vesting Service Condition is also satisfied with respect to such portion of the Performance-Vesting Series A LTIP Awards.
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Performance Condition. Subject (i) The “Performance Condition” shall be deemed satisfied to the Performanceextent a share of Moelis & Company Class A common stock (the “Common Stock”) achieves the designated per share price targets set forth in the table below based on the volume weighted average closing share price of the Common Stock over any 20 consecutive trading-Vesting Service Condition day period during the period beginning on the Grant Date and ending on the fifth anniversary of September 30, 2025 (as defined in clause (ii) belowthe “Performance Period”), as reflected on the percentage New York Stock Exchange or other such primary stock exchange in which the Common Stock is listed and traded (the “20-Day VWAP”). Achievement of any of the Performance-Vesting Series A LTIP Awards specified designated per share price targets set forth in the table below shall vest be certified by the Compensation Committee.
(ii) Notwithstanding the foregoing, if Moelis & Company pays any cash dividend on a share of Common Stock during the Performance Period (a “Qualifying Dividend”), the per share price of a share of Common Stock for purposes of determining the achievement of the Performance Condition shall be deemed to be adjusted to reflect any such Qualifying Dividend in a manner determined by the General Partner as if such Qualifying Dividends were reinvested in shares of Common Stock.
(iii) The number of Partnership Units granted pursuant to the Agreement for which the Performance Condition has been met (the “Earned Units”) will be determined (1) on a quarterly basis at the end of each fiscal quarter during the Performance Period, beginning on June 9, 2025, and (2) to the extent necessary, as of the final day of the Performance Period (the “End Date” and each such fiscal quarter end date together with the End Date, a “Measurement Date”), based on the first Yearhighest 20-End Trading Date (as defined below) following Day VWAP to have been achieved at any time starting on the Grant Date and ending on or prior to the Seven-Year End applicable Measurement Date that the 10as follows: Highest 20-Day VWAP (as defined below) meets or exceeds the applicable price per share specified below (each, a “Seven-Year Share Price Hurdle”), which first Year-End Trading Date shall be considered the Performance-Vesting Date in respect of the applicable portion Measurement Date Assuming Reinvestment of Qualifying Dividends (1) Aggregate Partnership Units That Become Earned Units
(1) As a result of the Performance-Vesting Series A LTIP Awards. “Year-End Trading Date” means reinvestment of dividends, the last “Trading Day” (as defined in Performance Units may become Earned Units before the Grant Date Articles) of the relevant “Financial Year” (as defined in the Grant Date Articles). “1020-Day VWAP” means VWAP of a single share achieves the Dividend Price (as defined in the Grant Date Articles); provided that (i) the reference therein to the relevant “Dividend Year” shall instead be replaced with a reference to the relevant Financial Year and (ii) the final sentence of the definition of Average Price (as defined in the Grant Date Articles, which term is used in the definition of “Dividend Price”) shall be deleted and replaced with the following sentence: “If the Average Price cannot be calculated for that security on that date on any of the foregoing bases, the Average Price of that security on such date shall be the fair market value as mutually determined in good faith by the Grantee and the Board.” $11.50 25 % $13.50 25 % $15.50 25 % $17.50 25 % For the avoidance of doubt, a Seven-Year Share Price Hurdle need only be satisfied once and, except as dollar amount set forth in Section 2(e) or 2(f) belowthis column. If as of any Measurement Date, vesting will the highest 20-Day VWAP is between $86.00 and $144.00 per share and not occur for any portion exactly $115.00 per share, then the percentage of the Performance-Vesting Series A LTIP Awards unless and until total Partnership Units granted pursuant to the Performance-Vesting Service Condition is also satisfied with respect to Agreement that will become Earned Partnership Units as of such portion of Measurement Date be determined by linear interpolation between the Performance-Vesting Series A LTIP Awardsamounts set forth in the table above.
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