Following the completion of the Performance Period, the Plan administrator will determine the number of Class D Units (and corresponding distribution equivalent units) that have become performance-vested. Upon the completion of the Performance Period, any performance-vested Class D Units will become fully vested and cease to be subject to forfeiture with respect to 50% of such units on February 27, 2025 and with respect to the remaining 50% of such units on February 27, 2026, subject to the executive’s continued service through the applicable vesting date.
Change in Control. In the event of a change in control of the Company, all then-outstanding performance-vested Class D Units (if any), including any Class D Units that become performance-vested in connection with the change in control, will become fully vested and cease to be subject to forfeiture as of the date of the change in control, subject to the executive’s continued service until at least immediately prior to the change in control.
Certain Terminations of Service. Except as otherwise described below, any Class D Units that have not fully vested as of the date on which an executive’s service terminates for any reason will be cancelled and forfeited by the executive.
If an executive’s service terminates due to disability (or, with respect to each executive who is not a party to an Executive Severance Agreement with the Company, due to such executive’s death) prior to the completion of the Performance Period, the award will remain outstanding and eligible to become performance-vested in accordance with the performance vesting schedule described above, and any Class D Units that become performance-vested as of the completion of the Performance Period will be fully vested at such time. Any Class D Units that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period.
For each executive who is a party to an Executive Severance Agreement with the Company, if such executive’s service terminates due to his death prior to the completion of the Performance Period, then (i) if such termination occurs on or prior to the second anniversary of the grant date, the award will become fully vested with respect to the number of Class D Units that would have become performance-vested as of the completion of the Performance Period at the “target” level and (ii) if such termination occurs after the second anniversary of the grant date, the award will remain outstanding and eligible to become performance-vested in accordance with the performance vesting schedule described above, and any Class D Units that become performance-vested as of the completion of the Performance Period will be fully vested at such time. Any Class D Units that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period.
If an executive’s service is terminated by the Company or an affiliate thereof other than for “cause” or by the executive for “good reason” (or, with respect to each executive who is not a party to an Executive Severance Agreement with the Company, due to such executive’s “retirement”) (each such term as defined in the applicable award agreement), in any case, prior to the completion of the Performance Period, the award will remain outstanding and eligible to become performance-vested in accordance with the performance vesting schedule described above, and the number of Class D Units that vest in full upon the completion of the Performance Period will be determined on a pro rata basis, based on the number of days that the executive was employed during the Performance Period. Any Class D Units that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period.
For each executive who is a party to an Executive Severance Agreement with the Company, in the event of such executive’s “retirement” prior to the completion of the Performance Period, if the Company either (A) fails to offer the executive a “consulting agreement” (as defined in the applicable award agreement) immediately following the executive’s retirement, or (B) enters into a consulting agreement with the executive and then terminates the consulting agreement and the consulting relationship established thereby without “cause” (as defined in the consulting agreement), the award will remain outstanding and eligible to become performance-vested in accordance with the performance vesting schedule described above, and any Class D Units that become performance-vested as of the completion of the Performance Period will be fully vested at such time. Any Class D Units that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period.
If, after the completion of the Performance Period, an executive’s service is terminated due to the executive’s death or disability, by the Company or an affiliate thereof other than for cause, by the executive for good reason or due to the executive’s retirement, in any case, any outstanding performance-vested Class D Units will vest in full upon such termination.
