Grant: Executive will be entitled grant of units representing partnership profits interests (Units) in OPPLOANS of 1.25%:
Units or profits interests equivalent to 0.9375% of OPPLOANSs profits as of the date of grant, which shall be made as of the Executives start date and assumes an equity value of OPPLOANS of $50.0 million.
Units of profits interests equivalent to 0.3125% of OPPLOANSs profits at a $50.0 million valuation, which shall become exercisable if the consolidated sale price of OPPLOANS equals or exceeds $75 million (the Performance Milestone), or if total dividends distributed to shareholders exceed $50 million. Such additional Units shall be granted on Executives start date (to ensure favorable tax treatment) and shall vest 100% on the date of achieving the Performance Milestone.
Any dividends to members will reduce, on a dollar for dollar basis, Executives strike price of $50.0 million.
Dilution: The Units granted to Executive will be subject to dilution for all subsequent issuances of Units by OPPLOANS.
Vesting: With the exception of the Performance Milestone Units, Executives Units will vest over a 4-year period, with 25% vesting on the first anniversary of the start date of Executives employment with OPPLOANS, and the remaining Units vesting in equal monthly installments over the next 36 months as long as Executive is employed by OPPLOANS.
Change of Control: In the event there is a Change of Control, 100% of Executives unvested Units will vest.
Change of Control will be defined to exclude recapitalization and other corporate transactions where a majority of the current Board remains in control following consummation of any such transaction.