(b) The Distribution Threshold of the Owned Units, as applicable, may be adjusted by, prior to an initial public offering of equity securities of EOC Parent, EGH, or any other vehicle formed for the purpose of effecting an initial public offering of EOC Parent or EGH (an IPO), the board of directors of EOC Parent (the EOC Parent Board), and following an IPO, the Executive Committee of the board of directors of EGH, or, if the Executive Committee of the board of directors of EGH is dissolved and no such committee exists as the applicable time of determination, the board of directors of EGH (each, as applicable, the EGH Governing Body), in good faith, to account for capital contributions, distributions or other similar events; provided, that in the case of adjustments to the Distribution Threshold, such adjustment shall only be by the amount necessary so that the Owned Units satisfy the requirements for a profits interest as set forth in Internal Revenue Service (IRS) Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing IRS Revenue Procedures.
(c) Notwithstanding anything to the contrary in the limited liability company agreements of EOC Parent, Iris II or Iris V, none of Grantees Iris II Units, Key Employee Units or Iris V Units (each, as defined on Schedule A hereto) shall (i) be converted, recapitalized, reclassified, redeemed or otherwise exchanged in connection with an IPO; or (ii) be subject to any exchange, repurchase or redemption rights of EOC Parent, EGH, Iris II, Iris V or any of their respective Affiliates, in each case of clauses (i) and (ii), without Grantees express prior written consent in Grantees sole discretion. Without limiting the foregoing, Grantee, EOC, EGH, Iris V and WME Holdco agree that Grantee shall provide his written consent to have his Owned Units that are catch-up or partial catch-up profits interests that, based on the total equity value of EOC Parent implied by the offering price of a share of common stock of EGH to the public in such IPO, will receive the same economics that they would have received if such Owned Units had a Distribution Threshold equal to the applicable catch-up or partial catch-up Distribution Threshold of such Owned Units set forth on Schedule A, be converted, recapitalized, reclassified, redeemed or otherwise exchanged into Class A Common Units of EOC Parent in connection with such IPO.
(a) Upon a termination of Grantees employment with Employer (as defined in Grantees Employment Agreement) for any reason, Grantee may, but shall not be obligated to, elect to cause Grantees vested Owned Units to be exchanged or redeemed for Class A Common Units of EOC Parent or Class A Common Stock of EGH, in each case, having a value equal to such vested Owned Units as of the time of such exchange or redemption. If Grantee makes such an election, each of EOC Parent and EGH agree to take all actions necessary in order to facilitate the consummation of the foregoing.
(b) Following an IPO, EGH hereby agrees to cause Employer to perform all of Employers agreements, covenants and obligations under this Agreement on a timely basis. EGH hereby irrevocably and unconditionally guarantees to Grantee the full and complete payment and performance by Employer of its obligations under this Agreement and shall be liable for any breach of any covenant or obligation of Employer under this Agreement. This guarantee is an absolute and continuing guarantee of payment and performance, and shall be unconditional irrespective of the validity, regularity or enforceability of this Agreement. EGH hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Employer, protest, notice and all demands whatsoever in connection with the performance of its obligations under this Agreement.