determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
(b) Resignation and Other Terminations of Service. If you voluntarily resign from your service as a director with GPLLC, fail to be nominated for re-election as a director with GPLLC, or are otherwise not re-elected as a director with GPLLC for a reason other than as set forth in Paragraph 3(a), the Committee, in its sole discretion, shall determine whether any or all of the Phantom Units granted to you that have not yet vested shall (i) remain outstanding and continue to vest on the Vesting Date set forth in Paragraph 2 as if you continued to serve as a director, (ii) become immediately vested, or (iii) be forfeited.
(c)Change in Control. All outstanding Phantom Units held by you automatically shall become fully vested upon a Change in Control.
For purposes of this Agreement, “Change in Control” means, and shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) the date that any one person, entity or group (other than the successors to the interests of Alfred Slifka, and other than Richard Slifka or Eric Slifka or their respective family members or entities they control, individually or in the aggregate, directly or indirectly (collectively referred to hereinafter as the “Slifkas”)) acquires beneficial ownership of the membership interests of GPLLC that, together with the membership interests of GPLLC already owned beneficially by such person, entity or group, constitutes more than 50% of the total voting power of the membership interests of GPLLC; provided, however, if any one person, entity or group is considered to control, directly or indirectly, more than 50% of the total voting power of the membership interests of GPLLC, the acquisition of additional membership interests by the same person, entity or group shall not be deemed to be a Change in Control; (B) a consolidation or merger (in one transaction or a series of related transactions) of GPLLC pursuant to which the holders of GPLLC’s equity securities immediately prior to such transaction or series of related transactions would not be the beneficial owners immediately after such transaction or series of related transactions of at least 50% of the voting power of the entity surviving such transaction or series of related transactions; or (C) the sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of GPLLC to a person other than the Slifkas or any of them.
|4.||Payments. As soon as administratively practicable following the vesting of Phantom Units pursuant to Section 2 or 3, but in no event later than 60 days after such vesting date, you shall receive, in the sole discretion of the Committee, for each such vested Phantom Unit either (a) one Unit or (b) an amount in cash equal to the Fair Market Value of one Unit on the payment date; provided, however, that if more than one Phantom Unit vests at the same time, the Committee, in its sole discretion, may elect to pay such vested Phantom Units in Units, cash or any combination thereof. |
|5.|| Distribution Equivalent Rights. Each Phantom Unit subject to this Award is hereby granted in tandem with a corresponding distribution equivalent right (“DER”), which DER shall remain outstanding from the Vesting Commencement Date until the earlier of the |