ZEVIA LLC, A DELAWARE LIMITED LIABILITY COMPANY
RESTRICTED PHANTOM CLASS C COMMON UNIT AGREEMENT
Capitalized terms not otherwise defined in the Notice of Grant (as defined below) or herein shall have the meanings set forth in the Limited Liability Company Agreement of Zevia LLC, a Delaware Limited Liability Company, as such may be amended from time to time. All other Capitalized Terms shall have the defined meanings in this Restricted Phantom Class C Common Unit Agreement (the Agreement).
You have been granted Restricted Phantom Class C Common Units (RPCACUs) subject to the terms, restrictions and conditions of the Notice of Phantom Restricted Class C Common Unit Grant (Notice of Grant) and this Agreement.
1. No Member or Economic Interest Holder Rights. At no time shall Participant have ownership of any Units or other equity interests or economic interests in the Company and shall have no right to distributions or allocations, or to vote with respect to votes required of the Unitholders or the Members. Subject to and following a Vesting Event, as defined below, Participant shall only be entitled to the cash payments described below under Section 3.
2. Vesting Events: Except as otherwise provided in the Notice of Grant, the earliest to occur of the following events shall be the vesting date with respect to 100% of the RPCACUs: (i) the date that is six (6) months after the effective date of an initial public offering of the Companys securities; (ii) the date of a Change of Control; or (iii) a Liquidation of the Company pursuant Sections 9.1(a) or 9.1(b) of the Limited Liability Company Agreement of the Company (any of the foregoing (i), (ii) or (iii) being a Vesting Event).
3. Settlement and Amount: Except as otherwise provided in the Notice of Grant, within 30 days following the occurrence of a Vesting Event as set forth above, the Participant shall be entitled to receive the per unit consideration that would have been received by the Participant if such Participant had held Class C Common Units of the Company equal to the number of RPCACUs granted hereunder, net of an amount equal to the product of (x) the RPCACU Grant Date Price per RPCACU and (y) the total number of RPCACUs granted to Participant hereunder.
4. No Transfer. The RPCACUs and any interest therein shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of, directly or indirectly.
5. Termination. If Participants employment or consulting or independent contractor relationship terminates for any reason, RPCACUs shall remain unaffected.
6. Acknowledgement. The Company and Participant agree that the RPCACUs are granted under and governed by the Notice of Grant and this Agreement. Participant: (i) acknowledges receipt of a copy of each of the foregoing documents, (ii) represents that Participant has carefully read and is familiar with their provisions, and (iii) hereby accepts the RPCACUs subject to all of the terms and conditions set forth herein and the Notice of Grant.
7. Withholding of Tax. When the RPCACUs are vested/settled, the fair market value of the RPCACUs shall be treated as income subject to withholding by the Company for income and employment tax purposes with respect to employees of the Company. The Company shall withhold an amount equal to the tax due from the Settlement or require Participant to remit to the Company an amount equal to the tax withholding then due. Further, a RPCACU is considered a deferral of compensation that is subject to Section 409A of the Code. Section 409A of the Code imposes special rules to the timing of making and effecting certain amendments of this RPCACU with respect to distribution of any deferred compensation. You should consult your personal tax advisor for more information on the actual and potential tax consequences of this RPCACU.