VIANT TECHNOLOGY LLC
2020 EQUITY BASED
INCENTIVE COMPENSATION PLAN
This Viant Technology LLC 2020 Equity Based Incentive Compensation Plan (this Plan) is hereby established by Viant Technology LLC, a Delaware limited liability company (the Company), effective as of January 1, 2020. Capitalized terms not defined herein shall have the meaning assigned thereto by that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 31, 2019, as the same may be amended from time to time (the LLC Agreement).
1. Purpose. The purpose of this Plan is to promote the success, and enhance the value, of the Company by linking the personal interests of the employees, officers and directors of the Company and by providing such individuals with an incentive for outstanding performance. This Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers and directors, upon whose judgment, interest, and special effort the successful conduct of the operation of the Company is largely dependent.
2. Definitions. As used in this Plan, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
(a) Administrator means the Board or, if the Board delegates responsibility for any matter to the Committee, the term Administrator shall mean the Committee. The unanimous decision by the Board shall be required in order for the Board to delegate the responsibility to the Committee.
(b) Affiliate means, with respect to any Person (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person, (ii) any director, general partner, managing member or trustee of such Person, or (iii) any Person who is a director, general partner, managing member or trustee of any Person described in clauses (i) or (ii) of this sentence. For purposes of this definition, the terms controlling, controlled by, or under common control with shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person or entity, whether through the ownership of voting securities, by contract or otherwise, or the power to elect at least 50% of the directors, managers, general partner, or persons exercising similar authority with respect to such Person or entities.
(c) Award means any Phantom Units granted to a Participant under this Plan.
(d) Award Agreement means a written agreement that sets forth all terms and conditions of an award of Phantom Units in addition to those set forth herein.
(e) Board means the Board of Managers of the Company.