Common use of Continuing Employees Clause in Contracts

Continuing Employees. Immediately prior to the Effective Time, all outstanding Phantom Units that are held by any Employee who is a Continuing Employee will be automatically cancelled and forfeited in exchange solely for the consideration contemplated by this Section 3.5(a). At the Effective Time, Parent shall grant a replacement incentive award to each such Continuing Employee that was required to forfeit such Continuing Employee’s Phantom Units pursuant to the preceding sentence which replacement incentive award is equal in value (determined by reference to the closing price of the units underlying such replacement award (on the primary exchange on which such units are traded) on the Closing Date) to the aggregate value of such Continuing Employee’s cancelled and forfeited Phantom Units (such value to be determined by multiplying the Closing Date value of the Merger Consideration per Partnership Common Unit by the number of Phantom Units cancelled and forfeited by such Continuing Employee in accordance with this Section 3.5(a)). The new incentive award will be granted under the Parent LTIP in the form of a “Phantom Unit” as defined under the Parent LTIP, and will be subject to substantially the same terms and conditions (including without limitation, applicable vesting and payment timing provisions) as those applicable to the cancelled and forfeited Phantom Units as of immediately prior to the Effective Time, and shall otherwise be subject to the terms of the Parent LTIP. All new incentive awards granted under the Parent LTIP pursuant to Section 3.5(a) shall be designed to be compliant with or exempt from, as applicable, Section 409A of the Code. For the avoidance of doubt, any then-accumulated distribution equivalents payable upon a subsequent vesting date pursuant to distribution equivalent rights linked to any Phantom Unit forfeited in accordance with this Section 3.5(a) shall be paid by Parent to the Continuing Employee upon the vesting of the Parent “Phantom Unit” corresponding to such forfeited Phantom Unit.

Continuing Employees. Immediately prior to On and for a period of not less than three (3) months after the Effective Time, all outstanding Phantom Units that are held by any Employee who is a Continuing Employee will be automatically cancelled and forfeited in exchange solely for the consideration contemplated by this Section 3.5(a). At the Effective TimeClosing, Parent shall grant a replacement incentive award provide, or cause the Company or its successor to provide, to each Continuing Employee salary and benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) that are, in the aggregate, no less favorable to the salary and benefits (other than equity-compensation benefits) provided to such Continuing Employee that was required to forfeit such Continuing Employee’s Phantom Units pursuant to the preceding sentence which replacement incentive award is equal in value (determined by reference to the closing price of the units underlying such replacement award (on the primary exchange on which such units are traded) on the Closing Date) to the aggregate value of such Continuing Employee’s cancelled and forfeited Phantom Units (such value to be determined by multiplying the Closing Date value of the Merger Consideration per Partnership Common Unit by the number of Phantom Units cancelled and forfeited by such Continuing Employee in accordance with this Section 3.5(a)). The new incentive award will be granted under the Parent LTIP in the form of a “Phantom Unit” as defined under the Parent LTIP, and will be subject to substantially the same terms and conditions (including without limitation, applicable vesting and payment timing provisions) as those applicable to the cancelled and forfeited Phantom Units as of immediately prior to the Effective TimeClosing or, in its sole discretion, Parent may provide such Continuing Employee with benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) under the Parent’s employee benefit plans on substantially the same basis, in the aggregate, as those provided to similarly situated employees of Parent. If Parent chooses to provide benefits to one or more Continuing Employees under Parent’s employee benefit plans, then Parent shall use its commercially reasonable efforts to provide to such Continuing Employees participation in Parent’s 401(k) plan without a waiting period, credit for all year-to-date co-pays and deductibles under Parent’s plans incurred by any such Continuing Employees prior to Closing, waiver of all waiting periods under any plan providing life insurance or long-term disability insurance, and, to the extent applicable, credit continuous service with the Company prior to the Closing, including, without limitation, for purposes of determining the rate at which such Continuing Employees will accrue vacation and the amount of severance payable under the applicable Parent employee benefit plan. The Continuing Employees are not third-party beneficiaries of the provisions of this Section 5.8(a), and shall otherwise nothing herein expressed or implied will give or be subject construed to the terms of the Parent LTIP. All new incentive awards granted under the Parent LTIP pursuant to Section 3.5(a) shall be designed to be compliant with or exempt from, as applicable, Section 409A of the Code. For the avoidance of doubt, give any then-accumulated distribution equivalents payable upon a subsequent vesting date pursuant to distribution equivalent rights linked to any Phantom Unit forfeited in accordance with this Section 3.5(a) shall be paid by Parent to the Continuing Employee upon the vesting of the Parent “Phantom Unit” corresponding to such forfeited Phantom Unitany legal or equitable rights hereunder.

Continuing Employees. Immediately The Merger Agreement provides that, from the Effective Time until six months following Closing, Parent will provide or cause its subsidiaries (including the Surviving Corporation) to provide each employee of Science 37 and its subsidiaries immediately prior to the Effective Time, all outstanding Phantom Units that are held Time (other than officers) who remain employed by any Employee who is a Continuing Employee will be automatically cancelled and forfeited in exchange solely for Parent or its subsidiaries (including the consideration contemplated by this Section 3.5(a). At Surviving Corporation) following the Effective Time, Parent shall grant Time (each a replacement incentive award “Continuing Employee”) will receive (i) base compensation that is not less favorable than the base compensation provided to each such Continuing Employee that was required to forfeit such Continuing Employee’s Phantom Units pursuant to the preceding sentence which replacement incentive award is equal in value (determined by reference to the closing price of the units underlying such replacement award (on the primary exchange on which such units are traded) on the Closing Date) to the aggregate value of such Continuing Employee’s cancelled and forfeited Phantom Units (such value to be determined by multiplying the Closing Date value of the Merger Consideration per Partnership Common Unit by the number of Phantom Units cancelled and forfeited by such Continuing Employee in accordance with this Section 3.5(a)). The new incentive award will be granted under the Parent LTIP in the form of a “Phantom Unit” as defined under the Parent LTIP, and will be subject to substantially the same terms and conditions (including without limitation, applicable vesting and payment timing provisions) as those applicable to the cancelled and forfeited Phantom Units as of immediately prior to the Effective Time, and shall otherwise be subject (ii) retirement and health and welfare benefits that are substantially comparable, in the aggregate, to the terms of the Parent LTIP. All new incentive awards granted under the Parent LTIP pursuant those provided to Section 3.5(a) shall be designed to be compliant with such Continuing Employee by Science 37 or exempt fromits subsidiary, as applicable, Section 409A immediately prior to the Effective Time, or, at Parent’s election, if greater, the employee benefits provided to similarly situated new hires of Parent or its affiliates. The Merger Agreement also provides that with respect to the Code. For the avoidance of doubt, any then-accumulated distribution equivalents payable upon a subsequent vesting date pursuant to distribution equivalent rights linked to any Phantom Unit forfeited in accordance with this Section 3.5(a) shall be paid benefit plans maintained by Parent or any of its subsidiaries, including the Surviving Corporation, for all purposes, including determining eligibility to participate, level of benefits, vesting and benefit accruals, each Continuing Employee’s service with Science 37 or any of its subsidiaries will be treated as service with Parent or any of its subsidiaries, including the Surviving Corporation where length of service is relevant, in any case, to the same extent as such Continuing Employee upon was entitled prior to the vesting Effective Time under any similar Science 37 benefit plan, provided that such prior service credit shall not be recognized or credited (i) to the extent that it results in a duplication of coverage or benefits or (ii) with respect to a newly established plan for which prior service is not taken into account. The Merger Agreement also provides that Parent will, or will cause its subsidiaries (including the Surviving Corporation) to, take reasonable best efforts to (x) waive or cause to be waived any pre-existing condition limitations, exclusions, evidence of insurability, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent “Phantom Unit” corresponding or any of its subsidiaries in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such forfeited Phantom Unitpre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Science 37 benefit plan immediately prior to the Effective Time, and (y) recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which such Continuing Employee (and his or her eligible dependents) will be eligible to participate from and after the Effective Time.

Continuing Employees. Immediately prior to the Effective Time, all Each outstanding Phantom Units CRH RSU granted under CRH’s 2017 share unit plan that are is held by any Employee who an employee, contractor or director of CRH that remains employed when the Arrangement is a Continuing Employee completed will be automatically cancelled and forfeited acquired by WELL in exchange solely for the consideration contemplated by this Section 3.5(aa restricted stock unit of WELL (a “WELL RSU”). At the Effective TimeExcept as otherwise required to be adjusted by applicable law, Parent shall grant a replacement incentive award to each such Continuing Employee that was required WELL RSU issued in exchange for a CRH RSU will entitle the holder to forfeit such Continuing Employee’s Phantom Units pursuant acquire a number of WELL shares equal to the preceding sentence which replacement incentive award is equal in value (determined by reference to the closing price of the units underlying such replacement award (on the primary exchange on which such units are traded) on the Closing Date) to the aggregate value of such Continuing Employee’s cancelled and forfeited Phantom Units (such value to be determined by multiplying the Closing Date value of the Merger Consideration per Partnership Common Unit by the number of Phantom Units cancelled and forfeited CRH shares subject to the exchanged CRH RSU, multiplied by such Continuing Employee in accordance with this Section 3.5(a)0.652 (rounded down to the nearest whole share). The new incentive award will be granted under the Parent LTIP Any such WELL options and WELL RSUs issued in the form of a “Phantom Unit” as defined under the Parent LTIP, and exchange for CRH options or CRH RSUs will be subject to substantially WELL’s existing omnibus equity plan and will generally have the same terms terms, conditions, expiration date and conditions (including without limitation, applicable vesting and payment timing provisions) schedule as those applicable applied to the cancelled and forfeited Phantom Units as exchanged CRH option or CRH RSU. No fractional WELL options or WELL RSUs will be issued. Instead, the total number of immediately prior WELL shares underlying the WELL options or WELL RSUs otherwise issuable to any holder in connection with Arrangement will be rounded down to the Effective Timenearest whole number. Restrictions on Solicitations of Other Offers (page 83) Under the Arrangement Agreement, and shall otherwise be we are subject to the terms certain non-solicitation covenants that restrict our ability to solicit third-party proposals, provide information to third parties and engage in discussions with third parties. The restriction is subject to a “fiduciary-out” provision that allows us, subject to certain procedural requirements, to provide information and participate in discussions with respect to acquisition proposals submitted by third parties not in violation of the Parent LTIP. All new incentive awards granted under non-solicitation covenants and with respect to which the Parent LTIP pursuant CRH Board determines in good faith, after consultation with outside counsel and financial advisors, that (1) such acquisition proposal constitutes or could reasonably be expected to Section 3.5(a) shall be designed to be compliant with or exempt fromresult in a “superior proposal” (as described in “The Arrangement Agreement—Restrictions on Solicitations of Other Offers,” beginning on page 83), as applicable, Section 409A of the Code. For the avoidance of doubt, any then-accumulated distribution equivalents payable upon a subsequent vesting date pursuant to distribution equivalent rights linked to any Phantom Unit forfeited in accordance with this Section 3.5(a) shall be paid by Parent to the Continuing Employee upon the vesting of the Parent “Phantom Unit” corresponding to such forfeited Phantom Unit.and

Continuing Employees. Immediately (a) Prior to the Closing, the Buyers shall, or shall cause a Company to, make an offer of employment to each Specified Service Provider on terms consistent with those provided under this Section 8.01. In addition, as of the Closing Date, Buyers shall cause the Companies to continue the employment of all Company Employees provided that it is understood that the foregoing statement does not constitute a guarantee of continued employment. As of the Closing, or such other later date as set forth in the Transition Services Agreement, the Company Employees who are employed by the Companies and the Specified Service Providers who have accepted employment with a Company (the “Continuing Employees”) shall cease to be covered by the employee benefit plans of Freeport and its Affiliates (which, for the avoidance of doubt, shall not include the Companies from and after the Closing) and instead shall be covered by the employee benefit plans of a Buyer or its Affiliates, including, commencing on the Closing Date, the Companies, as applicable. In addition to any obligation either Buyer or its Affiliates may have under Applicable Law, for the period 44 beginning on the Closing Date and continuing through the first anniversary of the Closing Date, Buyers shall, or shall cause the Companies to, provide the Continuing Employees, to the extent that the Continuing Employees remain so employed, with (i) fixed cash compensation that is no less favorable than the compensation of each such Continuing Employee immediately prior to the Effective TimeClosing Date, all outstanding Phantom Units that are held by any Employee who is a Continuing Employee will be automatically cancelled and forfeited in exchange solely for the consideration contemplated by this Section 3.5(a). At the Effective Time, Parent shall grant a replacement (ii) incentive award compensation opportunities comparable to those provided to each such Continuing Employee that was required to forfeit such Continuing Employee’s Phantom Units pursuant to the preceding sentence which replacement incentive award is equal in value (determined by reference to the closing price of the units underlying such replacement award (on the primary exchange on which such units are traded) on the Closing Date) to the aggregate value of such Continuing Employee’s cancelled and forfeited Phantom Units (such value to be determined by multiplying the Closing Date value of the Merger Consideration per Partnership Common Unit by the number of Phantom Units cancelled and forfeited by such Continuing Employee in accordance with this Section 3.5(a)). The new incentive award will be granted under the Parent LTIP in the form of a “Phantom Unit” as defined under the Parent LTIP, and will be subject to substantially the same terms and conditions (including without limitation, applicable vesting and payment timing provisions) as those applicable to the cancelled and forfeited Phantom Units as of immediately prior to the Effective Time, Closing Date and shall otherwise be subject (iii) benefits (including severance) substantially comparable in the aggregate to the terms of benefits (including severance) provided by the Parent LTIP. All new incentive awards granted under the Parent LTIP pursuant Companies to Section 3.5(a) shall be designed to be compliant with or exempt from, as applicable, Section 409A of the Code. For the avoidance of doubt, any then-accumulated distribution equivalents payable upon a subsequent vesting date pursuant to distribution equivalent rights linked to any Phantom Unit forfeited in accordance with this Section 3.5(a) shall be paid by Parent each such Continuing Employee immediately prior to the Continuing Employee upon the vesting of the Parent “Phantom Unit” corresponding to such forfeited Phantom UnitClosing Date.

Continuing Employees. Immediately If Purchaser elects to terminate any material Company Employee Plan in existence as of the Closing prior to the Effective Timeend of the plan year that includes the Closing Date, all outstanding Phantom Units that are held by any Employee who is a Continuing Employee will be automatically cancelled and forfeited in exchange solely for the consideration contemplated by this Section 3.5(a). At balance of the Effective Timeplan year in which the Closing occurs, subject to any reasonably necessary transition period and subject to any applicable Parent shall grant a replacement incentive award to each or Purchaser plan provisions, contractual requirements or Legal Requirements, for so long as such Continuing Employee that was required to forfeit such Continuing Employee’s Phantom Units pursuant to the preceding sentence which replacement incentive award is equal in value remains an employee of Purchaser or its Affiliates: (determined by reference to the closing price of the units underlying such replacement award (on the primary exchange on which such units are tradeda) on the Closing Date) to the aggregate value of such Continuing Employee’s cancelled and forfeited Phantom Units (such value to be determined by multiplying the Closing Date value of the Merger Consideration per Partnership Common Unit by the number of Phantom Units cancelled and forfeited by such Continuing Employee in accordance with this Section 3.5(a)). The new incentive award will shall be granted under the Parent LTIP eligible to participate in the form corresponding benefit plans (other than any equity or equity-based compensation, deferred compensation, change in control bonus, transaction bonus, or retention bonus plans) of a “Phantom Unit” as defined under the Parent LTIPParent, and will be subject Purchaser or their respective Subsidiaries to substantially the same terms extent as similarly situated employees of Purchaser or its Subsidiaries; and conditions (including without limitationb) for purposes of determining a Continuing Employee’s (x) eligibility to participate in such plans (other than any sabbatical program, applicable vesting defined benefit pension plans, nonqualified deferred compensation plans or arrangements, any post-termination or retiree health or welfare benefit plans, and payment timing equity award retirement policies and provisions) as those applicable to and (y) solely for purposes of vacation or paid time off benefits 57 or benefit accrual rates, in each case, the cancelled Continuing Employee shall receive credit under such plans (other than any sabbatical program defined benefit pension plans, nonqualified deferred compensation plans or arrangements, any post-termination or retiree health or welfare benefit plans, and forfeited Phantom Units as equity award retirement policies and provisions) for his or her years of immediately continuous service with the Company or its Subsidiaries prior to the Effective Time, and shall otherwise be subject Closing (except to the terms extent such service credit will result in the duplication of benefits or benefit accruals under any defined benefit pension plan, retiree medical program or grandfathered or frozen plan or otherwise result in the Parent LTIP. All new incentive awards granted duplication or any benefits or compensation); provided, however, such service shall only be credited to the same extent and for the same purpose as such service was credited under the Parent LTIP pursuant to analogous Company Employee Plan (if such an analogous plan exists). Nothing in this Section 3.5(a) 6.2 shall be designed construed to create any rights or remedies (including any third-party beneficiary rights) in any employee or Person not a Party. Nothing in this Agreement shall be compliant with construed to constitute the establishment of or exempt from, as applicable, Section 409A of the Code. For the avoidance of doubt, any then-accumulated distribution equivalents payable upon a subsequent vesting date pursuant to distribution equivalent rights linked an amendment to any Phantom Unit forfeited compensation or benefit plan, program, policy, contract, agreement or arrangement maintained by Parent, Purchaser, the Company or any of their respective Subsidiaries. Nothing in accordance with this Section 3.5(a) Agreement shall be paid by Parent construed to prohibit or otherwise limit Parent’s, Purchaser’s or any of their respective Affiliates’ (including following the Continuing Employee upon Closing the vesting Acquired Companies) ability to modify, amend or terminate any benefit or compensation plan, program, policy, contract, agreement or arrangement at any time or to terminate or modify the employment or engagement of the Parent “Phantom Unit” corresponding to such forfeited Phantom Unitany Person at any time or for any reason or for no reason at all.

Continuing Employees. Immediately (a) As of the Closing Date, and until December 31, 2017 (or until termination of employment, if earlier), Parent shall (subject to its commercially reasonable discretion) provide, or shall cause (subject to its commercially reasonable discretion) the Surviving Corporation or one of Parent’s other Subsidiaries or Affiliates to provide, each Continuing Employee with (i) as to any Continuing Employee who is not a sales employee, (A) an annual base salary or an hourly wage rate, as applicable, that is not less than that provided to such Continuing Employee by the Company immediately prior to the Effective TimeClosing, all outstanding Phantom Units (B) cash incentive compensation opportunities that are held by any Employee who is a Continuing Employee will be automatically cancelled and forfeited in exchange solely for the consideration contemplated by this Section 3.5(a). At the Effective Time, Parent shall grant a replacement incentive award not less favorable than those provided to each such Continuing Employee that was required to forfeit such Continuing Employee’s Phantom Units pursuant by the Company immediately prior to the preceding sentence which replacement incentive award is equal in value Closing, and (determined by reference ii) employee benefits (excluding any equity-based compensation granted to the closing price of the units underlying such replacement award (on the primary exchange on which such units are traded) on employees prior to the Closing Date) that are not less favorable, in the aggregate, than those provided to such Continuing Employee by the Company as of the date hereof. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall treat, and shall cause each employee benefit plan, program, arrangement, agreement, policy or commitment sponsored or maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates following the Closing and in which any Continuing Employee (or the spouse, domestic partner or any dependent of any Continuing Employee) participates or is eligible to participate (each, a “Parent Benefit Plan”) to treat, for all purposes (including eligibility to participate, vesting and level and accrual of benefits, other than accrual of benefits under any “defined benefit plan,” as defined in Section 3(35) of ERISA), all service with the Company (and predecessor employers to the aggregate value extent that the Company or any Company Employee Plan provides past service credit) as service with Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA, (i) to waive any and all eligibility waiting periods, actively-at-work requirements, evidence of insurability requirements and pre-existing condition limitations with respect to the Continuing Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or not included under the corresponding Company Employee Plan, and (ii) to recognize for each Continuing Employee for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under the corresponding Company Employee Plan during the plan year of such Continuing Employee’s cancelled and forfeited Phantom Units (such value to be determined by multiplying Company Employee Plan in which occurs the later of the Closing Date value of and the Merger Consideration per Partnership Common Unit by date on which the number of Phantom Units cancelled and forfeited by such Continuing Employee begins participating in accordance with this Section 3.5(a))such Company Benefit Plan. The new incentive award will be granted under the Parent LTIP in the form of a “Phantom Unit” as defined under the Parent LTIP, and will be subject to substantially the same terms and conditions (including without limitation, applicable vesting and payment timing provisions) as those applicable to the cancelled and forfeited Phantom Units Effective as of immediately prior to the Effective TimeClosing, and the Company shall otherwise be subject to terminate the terms employment of each employee of the Parent LTIP. All new incentive awards granted under the Parent LTIP pursuant to Section 3.5(a) shall Company who will not be designed to be compliant with or exempt from, as applicable, Section 409A of the Code. For the avoidance of doubt, any then-accumulated distribution equivalents payable upon a subsequent vesting date pursuant to distribution equivalent rights linked to any Phantom Unit forfeited in accordance with this Section 3.5(a) shall be paid by Parent to the Continuing Employee upon the vesting of the Parent “Phantom Unit” corresponding to such forfeited Phantom UnitEmployee.

Continuing Employees. Immediately Acquirer agrees that for a period of twelve months following the Closing Date, the Surviving Company and its Subsidiaries and successors shall provide the Continuing Employees with employee plans and programs which provide benefits that are substantially similar in the aggregate to those provided to similarly situated employees of Acquirer. To the extent permitted by such Employee Plans, Continuing Employees shall receive credit for purposes of accrual of seniority with respect to termination or severance benefits and eligibility to participate and vesting under any employee benefit plan, program or arrangement (other than the 401(k) Plan or any equity awards) that is established or maintained by the Surviving Company or any of its Subsidiaries and in which such employees are eligible to participate after the Closing Date for service accrued or deemed accrued prior to the Effective TimeClosing Date with Company or any Subsidiary; provided, all outstanding Phantom Units however, that are held by such benefits shall accrue pursuant to Acquirer’s accrual policies; provided, further, that such crediting of service shall not operate to duplicate any Employee who is a Continuing Employee will be automatically cancelled and forfeited in exchange solely for benefit or the consideration contemplated by funding of any such benefit. Subject to the provisions of this Section 3.5(a6.1(d). At , nothing shall require Acquirer to provide the Effective TimeContinuing Employees with any particular employee benefit plans, Parent shall grant a replacement incentive award agreements, or programs or preclude or limit Acquirer’s ability to each such Continuing modify, amend, or terminate any new plan or any of Employee that was required to forfeit such Continuing Employee’s Phantom Units pursuant to the preceding sentence which replacement incentive award is equal in value (determined by reference to the closing price of the units underlying such replacement award (on the primary exchange on which such units are traded) on the Closing Date) to the aggregate value of such Continuing Employee’s cancelled and forfeited Phantom Units (such value to be determined by multiplying the Closing Date value of the Merger Consideration per Partnership Common Unit by the number of Phantom Units cancelled and forfeited by such Continuing Employee in accordance with this Section 3.5(a)). The new incentive award will be granted under the Parent LTIP in the form of a “Phantom Unit” Plans as defined under the Parent LTIP, and will be subject to substantially the same terms and conditions (including without limitation, applicable vesting and payment timing provisions) as those applicable to the cancelled and forfeited Phantom Units as of immediately prior to the Effective Time, and shall otherwise be subject to the terms of the Parent LTIP. All new incentive awards granted under the Parent LTIP pursuant to Section 3.5(a) shall be designed to be compliant with or exempt from, as applicable, Section 409A of the Codeit deems appropriate. For the avoidance of doubt, any then-accumulated distribution equivalents payable upon a subsequent vesting date pursuant to distribution equivalent rights linked to any Phantom Unit forfeited in accordance with Continuing Employees shall not be considered third party beneficiaries of this Section 3.5(a5.12(b) shall be paid by Parent to the Continuing Employee upon the vesting or any other section of the Parent “Phantom Unit” corresponding to such forfeited Phantom Unitthis Agreement.