ALLIED SECURITY HOLDINGS LLC
AMENDED AND RESTATED
RESTRICTED CLASS C UNIT AWARD AGREEMENT
Name of Member:
Restricted Units: Time Based C Units
Performance C Units
Original Grant Date:
Date Restricted Time Based C Units
Restrictions Lapse:
Date Restricted Performance C Units
Restrictions Lapse:
This Restricted Unit Award Agreement (this "Agreement") dated as of _____
by and between the Allied Security Holdings LLC (the "Company") and the Member
pursuant to the terms of the Operating Agreement of Allied Security Holdings LLC
(the "LLC Agreement"). The Member and the Company hereby agree as follows:
1. The Company hereby grants to the Member an award of Restricted Units as set
forth in Exhibit A.
2. The grant of this award is conditioned upon the execution by the Member of
the LLC Agreement. This award is subject in its entirety to, and
incorporates by reference, all the terms and conditions of the LLC
Agreement.
3. Restricted Units granted hereby shall not be transferable except as
provided in the LLC Agreement.
4. Except as set forth below, the Restricted Timed Based C Units set forth on
Exhibit A (the "Timed Based C Units") shall vest according to the Schedule
set forth in Exhibit A, provided the Member is employed by SpectaGuard
Holding Corporation, f/k/a/ Cryphon SpectaGuard II, Inc. ("Holding") or any
of its affiliates on the applicable vesting date.
5. Except as set forth below, the Restricted Performance C Units set forth on
Exhibit A (the "Performance C Units") shall vest according to the Schedule
set forth in Exhibit A, provided the Member is employed by Holding or any
of its affiliates on such applicable vesting date, and provided further
that the EBITDA Target (the "EBITDA Target") established by the Board of
Directors of Holding (the "Board") with respect to the applicable vesting
period has been met. If the EBITDA Target with respect to the applicable
vesting period is not met, then the related Performance C Units shall be
forfeited and cancelled as of the applicable vesting date.
6. Notwithstanding the above, provided that the Member is employed by Holding
or any of its affiliates on the date of such occurrence, all unvested
Restricted Units then held by the Member (excluding, however, any
previously forfeited Restricted Units) shall vest upon the earliest to
occur of: (a) a sale of all or substantially all of the assets of the
Company Offeror (as defined in the LLC Agreement) to a Third Party (as
defined in the LLC Agreement), (b) the failure of Mafco and the Permitted
Transferees (as defined in the LLC Agreement) of Holding, collectively, to
(directly or indirectly) maintain "beneficial ownership" (as defined in
Rule 13d-3 ("Rule 13d-3") of the Securities Exchange Act of 1934, as
amended) of securities of the Company Offeror representing at least twenty
percent (20%) of the combined ordinary voting power of the Company
Offeror's then outstanding securities that are entitled to vote generally;
and (c) (i) the failure of Mafco and the Permitted Transferees of Holding,
collectively, to (directly or indirectly) maintain beneficial ownership of
securities of the Company Offeror representing at least fifty percent (50%)
of the combined ordinary voting power of the Company Offeror's then
outstanding securities that are entitled to vote generally and (ii) any
"person" (as defined in Rule 13d-3) or "persons" acting in concert, is or
becomes the beneficial owner, directly or indirectly, of securities of the
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Company Offeror representing a greater percentage of the combined ordinary
voting power of the Company Offeror's then outstanding securities that are
entitled to vote generally than owned by Mafco and the Permitted
Transferees of Holding, collectively. Notwithstanding the immediately
preceding sentence, unvested Restricted Units then held by the Member shall
not vest as a result of the consummation of a Conversion Transaction (as
defined in the LLC Agreement).
7. Upon termination of the Member's employment (a) by Holding or any of its
affiliates as an Involuntary Termination, or (b) by the Member for Good
Reason, the Member shall become fully vested in his Time Based C Units as
of the date of such termination of employment. All of the Member's
Performance C Units, the vesting of which relates to any year subsequent to
the year in which the date of termination occurs, shall be forfeited as of
the date of such termination of employment. The Member's Performance C
Units, the vesting of which relates to the year in which such termination
of employment occurs, shall vest on December 31 of such year if the
applicable performance criteria for such vesting are met with respect to
such year and shall be forfeited and cancelled as of such December 31
otherwise.
8. Upon the termination of member's employment (a) by Holding or any of its
affiliates for Cause, (b) due to the Member's death or Disability, or (c)
by Member in a Voluntary Resignation, all of Member's unvested Class C
Units shall be forfeited and cancelled as of the date of the termination of
Member's employment.
9. For purposes of this Agreement:
(a) "CAUSE" shall mean the occurrence of any one of the following: (i)
gross negligence by the Member in the performance of his duties and
responsibilities, (ii) any breach by Member of his fiduciary duties to
Holding or any of its affiliates, which failure or breach continues
for a period of thirty (30) days after written notice of such failure
is given to Member and which failure has a material adverse effect on
Holding's or any of its affiliates' operations, prospects, reputation
or business, (iii) any intentional act or acts or omission or
omissions (other than acts or omissions involving business judgment or
at the direction of the Board or an Member officer of Mafco) by Member
that have a material adverse effect on Holding's or any of its
affiliates' operations, prospects, reputation or business, (iv) the
Member's willful failure or refusal to comply with lawful directives
of the Board not cured within thirty (30) days after written notice,
(v) the conviction of Member for a felony involving dishonesty by
Member or (vi) fraud or embezzlement involving assets of Holding or
any of its affiliates or other material misappropriation of Holding's
or any of its affiliates' assets or funds.
(b) "DISABILITY" shall mean a termination of Member's employment by
Holding or any of its affiliates due to a reasonable determination by
the Board that, as a result of physical or mental illness, injury or
disability, Member has failed to substantially perform his services
and duties for a period of one hundred and eighty (180) days in any
twelve month period and that it is reasonably likely
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that he will not be able to substantially resume performing his
services and duties.
(c) "GOOD REASON" shall mean the occurrence of either of the following:
(i) a reduction in the Member's duties, responsibilities or
compensation which is not cured within a period of thirty (30) days
after written notice of such material reduction is given by the Member
to the Board or (ii) relocation of the Member's principal place of
employment to a location that is more than fifty (50) miles from the
Member's principal place of employment as of the date hereof.
(d) "INVOLUNTARY TERMINATION" shall mean Holding's or any of its
affiliates' termination of Member's employment for any reason other
than for Cause or Disability.
(e) "VOLUNTARY RESIGNATION" shall mean Member's resignation or voluntary
departure as an officer or employee of Holding or any of its
affiliates without Good Reason.
THIS AGREEMENT IS MADE UNDER AND SUBJECT TO ALL OF THE PROVISIONS OF THE LLC
AGREEMENT, AND ALL OF THE PROVISIONS OF THE LLC AGREEMENT ARE ALSO PROVISIONS OF
THIS AGREEMENT. IF THERE IS A DIFFERENCE OR CONFLICT BETWEEN THE PROVISIONS OF
THIS AGREEMENT AND THE PROVISIONS OF THE LLC AGREEMENT, THE PROVISIONS OF THE
LLC AGREEMENT WILL GOVERN. BY SIGNING THIS AGREEMENT, THE MEMBER ACCEPTS AND
AGREES TO ALL OF THE FOREGOING TERMS AND PROVISIONS AND TO ALL OF THE TERMS AND
PROVISIONS OF THE LLC AGREEMENT AND CONFIRMS THAT HE HAS RECEIVED A COPY OF THE
LLC AGREEMENT.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
a duly authorized representative and the Member has hereunto set his hand as of
______.
ALLIED SECURITY HOLDINGS LLC:
By:
-----------------------------
Name:
Title:
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