Employment Agreement shall mean, with respect to a Participant, the written employment or other service agreement then in effect between the Participant and the Company or one of its Affiliates, if any.
Fair Market Value of any Incentive Units (or any other security), as of any date, shall mean the amount the holder would be entitled to receive if the assets of the Company were sold for fair market value following which the Company were to pay all outstanding liabilities and distribute the remaining proceeds to the Members in accordance with the terms of the LLC Agreement, as determined in good faith by the Board taking into account the classification and relative rights and privileges of such interests and other factors it deems appropriate. Such determination shall be binding and conclusive on the Company, the Participants and all other Persons interested in the Incentive Plan.
Hurdle Value shall mean, with respect to each Incentive Unit, the value specified as such in the applicable Incentive Unit Agreement, which value shall be equal to or greater than the Fair Market Value of the Company on the date of grant.
Incentive Unit Agreement shall mean any written agreement, contract, or other instrument or document in a form approved by the Board, which evidences any Incentive Units awarded hereunder or otherwise subject to the terms of the Incentive Plan, which may, but need not, be executed or acknowledged by a Participant.
Incentive Plan shall mean this Amended and Restated Oak Street Health LLC Equity Incentive Plan.
Invested Equity shall mean, as of any date of determination with respect to a Sponsor, (i) in the case of GA, $89,612,297.61 and (ii) in the case of OSH, $43,282,470.50 plus (ii) the aggregate equity and any other capital contributions made by such Sponsor to the Company or its Subsidiaries through such date made at any time after the Effective Date pursuant to Section 12.5.1 of the LLC Agreement; provided, that the value of any property contributed shall be determined based on the Fair Market Value as of the date of contribution.
LLC Agreement shall mean the Fourth Amended and Restated Limited Liability Company Operating Agreement of Oak Street Health LLC, dated as of March __, 2018, as amended, supplemented or modified from time to time in accordance with its terms.
Participant shall mean any Person who is eligible for, and selected by the Board in its sole discretion to receive, an award of Incentive Units under the Incentive Plan.
Prior Effective Date shall mean December 18, 2015.
Sale shall mean a Sale of the Company as defined in the LLC Agreement.
Securities Act means the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended from time to time.