Participants means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries (including without limitation Trilogy Management Investors Eight, LLC), as such Persons may be selected in the sole discretion of the Committee.
Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
Sponsor means LD Investment Holdings, Inc., a Delaware corporation.
Subsidiary or Subsidiaries means any Person of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of its Subsidiaries or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of its Subsidiaries or a combination thereof. For purposes hereof, (A) a Person or Persons shall be deemed to own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entitys gains or losses, shall be or control any managing director or general partner of such business entity (other than a corporation), or shall be able to appoint a majority of the members of the board of managers of such entity; and (B) the term Subsidiary shall include all Subsidiaries of such Subsidiary.
Units has the meaning given to such term in the Limited Liability Company Agreement.
3. Class V Common Units.
(a) Grant or Sale of Class V Common Units. The Committee shall have the power and authority to grant without consideration or to sell to any Participant any Class V Common Units at any time prior to the termination of this Plan in such quantity, at such price, on such terms and subject to such conditions that are consistent with this Plan and established by the Committee. Class V Common Units granted or sold under this Plan shall be subject to such terms and evidenced by agreements as shall be determined from time to time by the Committee (each a Unit Grant Agreement). The return threshold for such Class V Common Units will be specified in the applicable Unit Grant Agreement. Participants receiving grants or purchasing Class V Common Units pursuant to this Plan shall be required, as a condition to such grant or purchase, to become a party to the Limited Liability Company Agreement and any other agreement or arrangement as determined by the Committee.
(b) Limitation on Aggregate Number of Class V Common Units. The number of Class V Common Units which may be granted or sold under the Plan shall not exceed, in the aggregate, 100,188,540.49; provided, that, to the extent any Class V Common Units (i) expire, (ii) are canceled, terminated or forfeited in any manner, or (iii) are repurchased by the Company or the Sponsor or any of their respective Subsidiaries or Affiliates, then in each case such Class V Common Units shall again be available for issuance and sale under the Plan.
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