11.27 Organizational Documents shall mean, collectively, the Companys articles of incorporation, certificate of incorporation, bylaws or other similar organizational documents relating to the creation and governance of the Company.
11.28 Other Stock or Cash Based Awards means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property awarded to a Participant under Article VII.
11.29 Overall Share Limit means the sum of (a) as of the Effective Date, the greater of (i) 6% of the aggregate number of Shares outstanding after giving effect to the closing of the Companys initial public offering (calculated on an as-converted basis, taking into account any and all securities (including interests in the Operating Company) convertible into, or exercisable, exchangeable, or redeemable for, Class A Common Stock pursuant to the Operating Company LLCA, without regard to any timing, vesting or other restrictions on conversion, exercise, exchange or redemption contained therein and assuming no redemptions for cash), and (ii) 6,600,000 Shares, and (b) an annual increase on the first day of each calendar year beginning on and including January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (i) a number of Shares equal to 2% of the aggregate number of outstanding Shares (calculated on an as-converted basis taking into account any and all securities (including interests in the Operating Company) convertible into, or exercisable, exchangeable, or redeemable for, Class A Common Stock pursuant to the Operating Company LLCA, without regard to any timing, vesting or other restrictions on conversion, exercise, exchange or redemption contained therein and assuming no redemptions for cash) on the final day of the immediately preceding calendar year and (ii) such smaller number of Shares as is determined by the Board.
11.30 Participant means a Service Provider who has been granted an Award.
11.31 Performance Criteria mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross revenue or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); distributable earnings cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders equity; total stockholder return; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); implementation, completion or attainment of objectives relating to regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; client satisfaction/growth; client service; employee satisfaction; recruitment and maintenance of personnel; human capital management (including diversity and inclusion); supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to the Companys performance or the performance of an Affiliate, division, business segment or business unit of the Company or an Affiliate, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies.
11.32 Plan means this 2021 Incentive Award Plan.
11.33 Pricing Date means the date upon which the Companys Registration Statement on Form S-1 filed with the Securities and Exchange Commission relating to the Companys initial registered underwritten public offering of shares of Common Stock becomes effective.
11.34 Restricted Stock means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.