Time-Based Units. One-third (33.33%) of the Class B Units subject to this Award (the “Time-Based Units”) shall be eligible to vest over a period of three years from the Grant Date (the “Vesting Commencement Date”) as follows, in each case, provided that the Participant remains in continuous Service through the applicable vesting date and, in each case, rounded down to the nearest whole Class B Unit, with any fractional Class B Units carried over to the next vesting date: 33.33% 33.33% One-year anniversary of the Vesting Commencement Date 33.33% 66.66% Two-year anniversary of the Vesting Commencement Date 33.34% 100% Three-year anniversary of the Vesting Commencement Date Notwithstanding the foregoing, in the event that 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 (each, as defined in the Employment Agreement) (in each case pursuant to the terms of the Employment Agreement) prior to the one-year anniversary of the Vesting Commencement Date (the date of such termination, the “Year 1 Termination Date”), the percentage of the Time-Based Units that shall vest will be equal to the product of (I) (A) the number of calendar days between the Vesting Commencement Date and the Year 1 Termination Date, divided by (B) 365, and (II) 33.33%, rounded down to the nearest whole Class B Unit. In the event of a Change of Control, all Time-Based Units that are then outstanding and Unvested shall automatically become Vested upon the consummation of such Change of Control, subject to the Participant’s continued Service through such Change of Control. If a Time-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 complete liquidation of the Partnership in accordance with Section 4.1 of the LP Agreement and the provisions of this Agreement, such Time-Based Unit will be immediately and automatically canceled and terminated upon the consummation of the Change of Control, without payment of any consideration and without any action on the part of the Participant. For the avoidance of doubt, in no event will more than 100% of the Time-Based Units (representing 33.33% of the Class B Units subject to this Award) vest pursuant to this Section A.
Appears in 3 contracts
Sources: Class B Unit Award Agreement (InnovAge Holding Corp.), Class B Unit Award Agreement (InnovAge Holding Corp.), Class B Unit Award Agreement (InnovAge Holding Corp.)
Time-Based Units. One-third Up to fifty percent (33.3350%) of the Class B Units subject to this Award (the “Time-Based Units”) shall be eligible to vest over a period of three four years from the Grant Date July 10, 2023 (the “Vesting Commencement Date”) as follows, in each case, provided that the Participant remains in continuous Service through the applicable vesting date and, in each case, rounded down to the nearest whole Class B Unit, with any fractional Class B Units carried over to the next vesting date: 33.3325% 33.3325% One-year anniversary of the Vesting Commencement Date 33.3325% 66.6650% Two-year anniversary of the Vesting Commencement Date 33.3425% 75% Three-year anniversary of the Vesting Commencement Date 25% 100% ThreeFour-year anniversary of the Vesting Commencement Date Notwithstanding the foregoing, in the event that the Participant’s Service is terminated without Cause or due to the Participant’s death or Disabilitydisability, or if the Participant resigns for Good Reason (each, as defined in the Employment Agreement) (in each case pursuant to the terms of the Employment Agreement) prior to the one-year anniversary of the Vesting Commencement Date (the date of such termination, the “Year 1 Termination Date”), the percentage of the Time-Based Units that shall vest will be equal to the product result of (I) (A) the number of calendar days between the Vesting Commencement Date and the Year 1 Termination Date, Date divided by (B) 365, and 365 multiplied by (II) 33.3325%, rounded down to the nearest whole Class B Unit. In the event of a Change of Control, all Time-Based Units that are then outstanding and Unvested shall automatically become Vested upon the consummation of such Change of Control, subject to the Participant’s continued Service through such Change of Control. If a Time-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 complete liquidation of the Partnership in accordance with Section 4.1 of the LP Agreement and the provisions of this Agreement, such Time-Based Unit will be immediately and automatically canceled and terminated upon the consummation of the Change of Control, without payment of any consideration and without any action on the part of the Participant. For the avoidance of doubt, in no event will more than 100% of the Time-Based Units (representing 33.3350% of the Class B Units subject to this Award) vest pursuant to this Section A.
Appears in 1 contract
Sources: Class B Unit Award Agreement (InnovAge Holding Corp.)
Time-Based Units. One-third Up to fifty percent (33.3350%) of the Class B Units subject to this Award (the “Time-Based Units”) shall be eligible to vest over a period of three four years from the Grant Date December 18, 2023 (the “Vesting Commencement Date”) as follows, in each case, provided that the Participant remains in continuous Service through the applicable vesting date and, in each case, rounded down to the nearest whole Class B Unit, with any fractional Class B Units carried over to the next vesting date: 33.3325 % 33.3325 % One-year anniversary of the Vesting Commencement Date 33.3325 % 66.6650 % Two-year anniversary of the Vesting Commencement Date 33.3425 % 10075 % Three-year anniversary of the Vesting Commencement Date 25 % 100 % Four-year anniversary of the Vesting Commencement Date Notwithstanding the foregoing, in the event that the Participant’s Service is terminated without Cause or due to the Participant’s death or Disabilitydisability, or if the Participant resigns for Good Reason (each, as defined in the Employment Agreement) (in each case pursuant to the terms of the Employment Agreement) prior to the one-year anniversary of the Vesting Commencement Date (the date of such termination, the “Year 1 Termination Date”), the percentage of the Time-Based Units that shall vest will be equal to the product result of (I) (A) the number of calendar days between the Vesting Commencement Date and the Year 1 Termination Date, Date divided by (B) 365, and 365 multiplied by (II) 33.3325%, rounded down to the nearest whole Class B Unit. In the event of a Change of Control, all Time-Based Units that are then outstanding and Unvested shall automatically become Vested upon the consummation of such Change of Control, subject to the Participant’s continued Service through such Change of Control. If a Time-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 complete liquidation of the Partnership in accordance with Section 4.1 of the LP Agreement and the provisions of this Agreement, such Time-Based Unit will be immediately and automatically canceled and terminated upon the consummation of the Change of Control, without payment of any consideration and without any action on the part of the Participant. For the avoidance of doubt, in no event will more than 100% of the Time-Based Units (representing 33.3350% of the Class B Units subject to this Award) vest pursuant to this Section A.
Appears in 1 contract
Sources: Class B Unit Award Agreement (InnovAge Holding Corp.)
Time-Based Units. One-third Up to fifty percent (33.3350%) of the Class B Units subject to this Award (the “Time-Based Units”) shall be eligible to vest over a period of three four years from the Grant Date August 30, 2023 (the “Vesting Commencement Date”) as follows, in each case, provided that the Participant remains in continuous Service through the applicable vesting date and, in each case, rounded down to the nearest whole Class B Unit, with any fractional Class B Units carried over to the next vesting date: 33.3325% 33.3325% One-year anniversary of the Vesting Commencement Date 33.3325% 66.6650% Two-year anniversary of the Vesting Commencement Date 33.3425% 75% Three-year anniversary of the Vesting Commencement Date 25% 100% ThreeFour-year anniversary of the Vesting Commencement Date Notwithstanding the foregoing, in the event that the Participant’s Service is terminated without Cause or due to the Participant’s death or Disabilitydisability, or if the Participant resigns for Good Reason (each, as defined in the Employment Agreement) (in each case pursuant to the terms of the Employment Agreement) prior to the one-year anniversary of the Vesting Commencement Date (the date of such termination, the “Year 1 Termination Date”), the percentage of the Time-Based Units that shall vest will be equal to the product result of (I) (A) the number of calendar days between the Vesting Commencement Date and the Year 1 Termination Date, Date divided by (B) 365, and 365 multiplied by (II) 33.3325%, rounded down to the nearest whole Class B Unit. In the event of a Change of Control, all Time-Based Units that are then outstanding and Unvested shall automatically become Vested upon the consummation of such Change of Control, subject to the Participant’s continued Service through such Change of Control. If a Time-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 complete liquidation of the Partnership in accordance with Section 4.1 of the LP Agreement and the provisions of this Agreement, such Time-Based Unit will be immediately and automatically canceled and terminated upon the consummation of the Change of Control, without payment of any consideration and without any action on the part of the Participant. For the avoidance of doubt, in no event will more than 100% of the Time-Based Units (representing 33.3350% of the Class B Units subject to this Award) vest pursuant to this Section A.
Appears in 1 contract
Sources: Class B Unit Award Agreement (InnovAge Holding Corp.)
Time-Based Units. One-third Up to fifty percent (33.3350%) of the Class B Units subject to this Award (the “Time-Based Units”) shall be eligible to vest over a period of three four years from the Grant Date November 4, 2024 (the “Vesting Commencement Date”) as follows, in each case, provided that the Participant remains in continuous Service through the applicable vesting date and, in each case, rounded down to the nearest whole Class B Unit, with any fractional Class B Units carried over to the next vesting date: 33.3325% 33.3325% One-year anniversary of the Vesting Commencement Date 33.3325% 66.6650% Two-year anniversary of the Vesting Commencement Date 33.3425% 75% Three-year anniversary of the Vesting Commencement Date 25% 100% ThreeFour-year anniversary of the Vesting Commencement Date Notwithstanding the foregoing, in the event that the Participant’s Service is terminated without Cause or due to the Participant’s death or Disabilitydisability, or if the Participant resigns for Good Reason (each, as defined in the Employment Agreement) (in each case pursuant to the terms of the Employment Agreement) prior to the one-year anniversary of the Vesting Commencement Date (the date of such termination, the “Year 1 Termination Date”), the percentage of the Time-Based Units that shall vest will be equal to the product result of (I) (A) the number of calendar days between the Vesting Commencement Date and the Year 1 Termination Date, Date divided by (B) 365, and 365 multiplied by (II) 33.3325%, rounded down to the nearest whole Class B Unit. In the event of a Change of Control, all Time-Based Units that are then outstanding and Unvested shall automatically become Vested upon the consummation of such Change of Control, subject to the Participant’s continued Service through such Change of Control. If a Time-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 complete liquidation of the Partnership in accordance with Section 4.1 of the LP Agreement and the provisions of this Agreement, such Time-Based Unit will be immediately and automatically canceled and terminated upon the consummation of the Change of Control, without payment of any consideration and without any action on the part of the Participant. For the avoidance of doubt, in no event will more than 100% of the Time-Based Units (representing 33.3350% of the Class B Units subject to this Award) vest pursuant to this Section A.
Appears in 1 contract
Sources: Class B Unit Award Agreement (InnovAge Holding Corp.)