SPECIAL BONUS AGREEMENT
This Special Bonus Agreement (this Agreement) is made and entered into as of this ___ day of __________, 2018 (the Grant Date), by and between CPG International LLC (CPG) and [name] (Employee). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the [Agreement].
WHEREAS, in consideration of Employees future services to CPG or its Affiliates, CPG wishes to grant Employee a special bonus.
NOW, THEREFORE, in order to carry out their intent as expressed above and in consideration of the mutual agreements hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:
1. Grant of Special Bonus. Employee is hereby granted a cash bonus equal to $[●] (the Special Bonus), subject to the terms set forth below. Each vested portion of the Special Bonus, as set forth below, will be paid in a cash lump sum within 30 days following the date on which both the Time Vesting Condition and Performance Vesting Condition are satisfied.
(a) Time Vesting. The Special Bonus shall [be __% time-vested on the Grant Date, and the remaining __% shall vest in equal installments on [dates][vest in equal installments on the first _____ anniversaries of [●]], subject to the Employee remaining continuously employed with CPG or any of its Affiliates through the applicable vesting date except as set forth in this Section 2(a) (the Time Vesting Conditions). Except as otherwise provided herein, upon Employees termination of employment for any reason, any unvested portion of the Special Bonus shall be automatically terminated and forfeited without compensation. Employees termination of employment for any reason will not have any effect on any portion of the Special Bonus that is time-vested at the time of such termination, which will remain outstanding and subject to the terms of this Agreement. Any portion of the Special Bonus that remains outstanding and eligible for vesting shall time-vest immediately upon a Change in Control or upon a termination of employment without Cause or for Good Reason within twelve (12) months following the occurrence of a Strategic Transaction. Notwithstanding anything herein to the contrary, if a Change in Control occurs within six (6) months after Employees termination of employment without Cause or for Good Reason, then any unvested portion of the Special Bonus immediately prior to such termination of employment shall be treated as outstanding as of the Change of Control and shall time-vest immediately upon such Change in Control.
(b) Performance Vesting. The Special Bonus shall performance-vest on (i) the date following an Initial Public Offering on which the Sponsors own less than 50% of the economic value represented by the equity interests of CPG, or (ii) a Change in Control, in each case which occurs prior to May 26, 2026 and where the price per share in the Initial Public Offering, or the transaction price in the Change in Control, implies an equity value of CPG at least equal to $623 million (the Performance Vesting