Fair Market Value shall, for purposes of determining taxable income and the amount of the related tax withholding, be determined by the Committee in good faith using any reasonable method it deems appropriate, provided that the Committee shall determine the Fair Market Value of securities for tax withholding obligations due in connection with sales, by or on behalf of the Grantee, of such securities subject to an Award to pay any tax withholding obligation on the same date on which such securities may first be sold pursuant to the terms of the Agreement in any manner consistent with applicable provisions of the Code, including, without limitation, by using the sale price of such securities on such date (or if sales of such securities are effectuated at more than one sale price, the weighted average sale price of such securities on such date) as the Fair Market Value of such securities, so long as the Grantee has provided the Company, or its designee or agent, with advance written notice of such sale.
Good Reason shall be defined as in your Employment Agreement.
Grantee shall mean the Person named in this Agreement.
Initial Public Offering or 1P0 shall mean the first firm commitment underwritten public offering pursuant to an effective registration statement under the Exchange Act covering the offer and sale by the Company of its equity securities, as a result of or following which the shares shall be publicly held.
Person shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
Restricted Unit Unit shall mean a bookkeeping entry representing the equivalent of one (1) Unit awarded to the Grantee pursuant to this Agreement.
Securities Market shall mean an established securities market.
Separation from Service shall have the meaning set forth in Code Section 409A.
Service shall mean service qualifying the Grantee as a Service Provider to the Company or an Affiliate. The Grantees change in position or duties shall not result in interrupted or terminated Service, so long as the Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, any determination by the Committee whether a termination of Service shall have occurred for purposes of this Agreement shall be final, binding, and conclusive. If a Service Providers employment or other Service relationship is with an Affiliate and the applicable entity ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity ceases to be an Affiliate unless the Service Provider transfers his or her employment or other Service relationship to the Company or any other Affiliate.
Service Provider shall mean (a) an Employee, manager or director of the Company or an Affiliate, or (b) a consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in connection with the Companys sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Companys Units.