Tranche B Options. All of the Tranche B Options shall become Vested Options on the eighth anniversary of the Grant Date; provided, however, that in the event the Investor IRR equals or exceeds 20% prior to the eighth anniversary, the Tranche B Options will vest as of the date that such Investor IRR is realized.
Tranche B Options. Fifteen-percent (15%) of the Tranche B Options shall become Vested Options on each of the first and second anniversaries of the Amendment Date, twenty-percent (20%) of the Options shall become Vested Options on the third anniversary of the Amendment Date and twenty-five percent (25%) of the Options shall become Vested Options on each of the fourth and fifth anniversaries of the Amendment Date.
Tranche B Options. All of the Tranche B Options shall become Vested Options and shall become exercisable on the earliest to occur of (i) the two (2) year anniversary of the date that upon or following a Realization Event, the Common Unit Value is equal to or exceeds $10 (the “Tranche B Target”) (such date, the “Two Year Trigger Date”) and (ii) the six (6) month anniversary of the date upon which or following a Complete Change in Control in which the Tranche B Target is met (such date, the “Six Month Trigger Date”), in each case subject to the Optionee’s continuous employment with or service to the Company or a Subsidiary from the Two Year Trigger Date or the Six Month Trigger Date, as applicable, through the applicable anniversary date; provided, however, that in the event that the Optionee has a Termination of Relationship during the period of time following the Two Year Trigger Date or the Six Month Trigger Date, as applicable, and prior to the applicable anniversary date upon which the Tranche B Options vest, as a result of his or her death, Disability, termination of employment or services by the Company or a Subsidiary without Cause or resignation from employment or services with Good Reason, 100% of the Tranche B Options shall vest on the date of such Termination of Relationship.
Tranche B Options. All of the Tranche B Options shall become Vested Options upon the Optionee’s continued employment with the Company or its Subsidiaries through the first date that the Investor achieves an Investor IRR (as determined on a quarterly compounded basis) equal to or in excess of 20%, subject to a minimum cash-on-cash return of 2.5 times the Investor Investment (the “Tranche B Targets”). In the event of a Good Leaver Termination, each unvested Tranche B Option will remain eligible to vest subject to the satisfaction of the Tranche B Targets (without regard to the continued service requirement) until the first anniversary of the date of Termination of Service and all unvested Tranche B Options shall be forfeited at that time. In the event of a Change in Control upon which the Tranche B Targets are achieved, all outstanding unvested Tranche B Options will immediately vest and become Vested Options.
Tranche B Options. All of the Tranche B Options shall become Vested Options and shall become exercisable on the date that the Investor IRR is equal to or exceeds 25% (the “Tranche B Targets”); provided, however, that, for purposes of this Section 4(b), the Tranche B Targets shall in no event be deemed met solely as a result of the distribution of any dividends or any similar distribution event prior to the one-year anniversary of the Closing Date (any such distribution, a “Distribution Event”); provided, further, however, that the effect on the Investor IRR of any Distribution Event shall be taken into account in combination with any other events (other than any subsequent Distribution Events) occurring after such Distribution Event for purposes of determining whether the Tranche B Targets have been met. All decisions by the Committee with respect to any calculations pursuant to this Section 4 (absent manifest error), including the Investor IRR and the date the Investor IRR is equal to or exceeds the applicable targets, shall be final and binding on the Optionee. Except as otherwise provided herein, all unvested Options will immediately terminate upon a Termination of Relationship.
Tranche B Options. All of the Tranche B Options shall become Vested Options and shall become exercisable on the date that the Investor IRR is equal to or exceeds 20% (the “Tranche B Targets”).
Tranche B Options. All of the Tranche B Options shall become Vested Options in the event the Investor IRR equals or exceeds 20% (the “Tranche B Targets”); provided, however, that in the event of the Optionee’s Termination of Relationship by the Company without Cause, the Tranche B Options (to the extent then unvested) shall continue to be eligible to become Vested Options and exercisable based upon the subsequent achievement of the Tranche B Targets.
Tranche B Options. Option Pool: 10% of fully diluted common stock (before warrants and other equity issued or issuable to third party debt/preferred sources), of which 80% will be allocated initially to senior management and 20% will be reserved for future grant.
Tranche B Options. All of the Tranche B Options shall become Vested Options on the eighth anniversary of the date hereof; provided, however, that in the event a Sale of the Company shall occur prior thereto and in connection with such Sale of the Company, the Investor IRR equals or exceeds 15% (a “Tranche B Sale of the Company”), then, on the date occurring six months following the consummation of such Tranche B Sale of the Company (such date, as it may be adjusted in the event of termination of employment by the Company or its Affiliates without Cause, by the Optionee with Good Reason or upon his or her death or Disability, the “Tranche B Vesting Determination Date”), the Tranche B Options will vest based upon the Vested Percentages set forth in the table below, with the percentage of vesting to be determined by reference to whether the Company’s highest actual EBITDA during any fiscal year prior to such Sale of the Company exceeds one or more of the FY EBITDA Targets set forth in the table below: FY EBITDA Target Vested Percentage $180 million 25 % $200 million 50 % $220 million 75 % $240 million 100 %; provided, further, however, that in the event that the Investor IRR in connection with any such Tranche B Sale of the Company equals or exceeds 25%, then all Tranche B Options shall become Vested Options on the Tranche B Vesting Determination Date. In the event of termination of employment by the Company or its Affiliates without Cause, by Optionee with Good Reason or upon the death or Disability of the Optionee, during the six-month period following the consummation of such Tranche B Sale of the Company, then the Tranche B Options shall vest in accordance with the immediately preceding sentence as of the date of such termination of employment, and notwithstanding anything contained herein to the contrary, such date shall constitute the “Tranche B Vesting Determination Date” for all purposes under this Agreement. On and after the Tranche B Vesting Determination Date, upon exercise of each Tranche B Option, the Optionee shall receive the same consideration per Share as is received by
Tranche B Options. All of the Tranche B Options shall become Vested Options and shall become exercisable on the earlier of (i) the date that the Investor IRR is equal to or exceeds 20% and (ii) the Investor’s achievement of a minimum cash-on-cash return of 1.75 times the Investor Investment (the targets in subclauses (i) and (ii), the “Tranche B Targets”).
