Profit Unit definition
Examples of Profit Unit in a sentence
Employee acknowledges and agrees that, for purposes of interpreting any Profit Unit Grant Agreement between Employee and the Parent following the Effective Date, the terms “Cause,” “Disability,” and “Good Reason” shall have the meanings ascribed thereto in Sections 1(e), 1(m), and 1(p) of this Agreement.
In furtherance of the foregoing, and notwithstanding anything to the contrary in this Agreement, the Board shall, if necessary, limit distributions to any holder of a Profit Unit so that such distributions do not exceed the available profits in respect of such holder’s Profit Unit.
The Management Agreement provides for the issuance and terms of Profit Units in order to provide equity incentive compensation to selected Directors, executives and other service providers (including the EIK Manager) of the Company and its Affiliates, with such terms, conditions, rights and obligations, including vesting, forfeiture and repurchase, as provided in the Incentive Plan and applicable Profit Unit Agreement.
It is the intention of the parties to this Agreement that distributions to any holder of a Profit Unit shall be limited to the extent necessary so that each Profit Unit constitutes a Profits Interest.
Notwithstanding anything to the contrary in this Agreement, in the event of a conflict between any term or provision contained herein and a term or provision of any Profit Unit Agreement, the Board shall resolve such conflict in its sole discretion.
Each Profit Unit Member receiving an issuance of Profit Units shall file an election under Code Section 83(b) with the Internal Revenue Service in respect of such Units within thirty (30) days after the Grant Date and shall provide the Company (or its designee) with a copy of such filing within thirty-five (35) days of the Grant Date.
As set forth more fully in Section 3.9(c), the Profit Unit Members shall not be entitled to any vote in respect of such Profit Units.
In the event that a Profit Unit Member’s Services are terminated by the Company for Cause, all Profit Units, regardless of whether vested or unvested, held by such Profit Unit Member as of such Profit Unit Member’s Services Termination Date shall be forfeited and cancelled for no consideration as of such Services Termination Date.
In the event the Majority Member Transfers (or causes to be Transferred in connection with a Drag-Along Transfer) to a third party that is not an Affiliate of any Member, in a transaction or series of related transactions, a number of Membership Units equal to a Percentage Interest of at least eighty percent (80%), then one hundred percent (100%) of the Profit Units held by any Profit Unit Member shall vest immediately prior to such Transfer, without any further action taken by any party.
Upon the termination of a Profit Unit Member’s employment for any reason other than by the Company for Cause, the Profit Unit Member shall forfeit all unvested Profit Units without the receipt of any payment or consideration in respect thereof as of the Profit Unit Member’s Services Termination Date, and any Profit Units that are vested as of such termination of employment or become vested as a result of such termination of employment will remain outstanding, subject to the Call Right.