(ii) Distribution means distributions to the Companys Members which in the aggregate, exceed $8,000,000.
(iii) Service Relationship shall mean Grantees contractual service as a member of the Companys Board of Mangers (or the successor governing body thereto), whether as a voting or a non-voting board observer. Subject to the foregoing, the Companys Board of Managers, in its discretion, shall determine whether Grantees Service Relationship has terminated and the effective date of such termination.
4. To the extent any portion of the Restricted Units granted under this Agreement have become Vested Units as provided above, such Vested Units will thereafter be free of the forfeiture provisions of this Agreement; provided, that all Vested Units shall at all times remain subject to the terms, conditions, restrictions and limitations set forth from time to time in the LLC Agreement, including without limitation any applicable rights of repurchase set forth in the LLC Agreement.
5. Restrictions on Transfer. Except as otherwise provided for in the LLC Agreement, Grantee may not, directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, alienate, attach, sell, assign, pledge, hypothecate, encumber, mortgage, charge or otherwise transfer any of the unvested Restricted Units granted hereunder or any interest therein, except with the prior written consent of the Company, which may be granted or withheld in the Companys sole discretion. It is understood that the Company shall not agree to any such transfers during the first two years from and after the Grant Date.
6. Restrictive Legend. In addition to any other restrictions on terms of transfer set .forth herein or in the LLC Agreement. Grantee acknowledges that the Restricted Units granted hereunder have not been registered under the Securities Act of 1933, as amended (the Securities Act), or applicable state securities laws, and may not be offered, sold, assigned, pledged or otherwise transferred in the absence of an effective registration statement under the Securities Act covering such transfer or an opinion of counsel satisfactory to the Company that registration under the Securities Act is not required. In the event that certificates evidencing the Restricted Units are issued, such certificates shall bear a legend substantially in the form set forth below:
The transferability of this certificate and the Membership Units represented hereby are subject to the restrictions, terms, and conditions (including restrictions on transfers) contained in (1) a certain Restricted Unit Award Agreement between the Company and the holder of record of this certificate, and (2) the LLC Agreement of the Company from time to time in effect, copies of which are available at the offices of the Company for examination.
7. Withholding Taxes and Section 83(b) Election. The Company shall withhold from distributions to Grantee any federal, state or local taxes payable with respect to the grant under this Agreement of the Restricted Units; it is anticipated that this amount will be $0.00. As a condition to the grant of the Restricted Units, Grantee hereby agrees to file a Section 83(b) election with the Internal Revenue Service no later than 30 days after the Grant Date. If such election is not filed, the Company shall have the option to declare this Agreement, and the issuance of the Restricted Units hereunder, void. The form for making this election is attached hereto as Exhibit A.