Terms and Conditions of Awards Contract Clauses (98)

Terms and Conditions of Awards. (a) Each Award shall consist solely of Units. (b)On any date, the value of each Unit shall equal the fair market value of one share of the Company's Class A Common Stock (the "Stock"), which shall be determined by the Subcommittee in its sole discretion (the "Fair Market Value"); provided, however, that (i) if the Stock is then admitted to trading on a national securities exchange, the Fair Market Value on any date shall be the last sale price reported for such Stock on such exchange on such dat...e or on the last date preceding such date on which a sale was reported, (b) if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or other comparable quotation system and has been designated as a National Market System ("NSM") security, the Fair Market Value on any date shall be the last sale price reported for a share of Stock on such system on such date or on the last day preceding such date on which a sale was reported or (c) if the Stock is admitted to quotation on NASDAQ and has not been designated an NMS security, the Fair Market Value on any date shall be the average of the highest bid and the lowest asked price of the shares of Stock on such system on such date. (c)The Units awarded pursuant to this Plan: (a) are not shares of Stock; (b) do not entitle a Participant to acquire shares of Stock; and (c) do not provide a Participant with any of the rights granted to the holders of Stock, including the right to vote. The Units shall accrue dividends or dividend equivalents which shall be paid only upon vesting of the Units. (d)The Units awarded to a Participant may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, except upon the death of a Participant by will or by the laws of descent and distribution. (e)No Participant shall receive awards under this Plan in any calendar year with an aggregate fair market value in excess of $3,000,000. 3.2 Award Agreements. The number of Units granted to each Participant pursuant to an Award and the forfeiture, vesting and other terms, conditions and restrictions of any Award granted hereunder shall be set forth in a Restricted Stock Unit Agreement in the form determined by the Subcommittee from time to time (the "Award Agreement"). The terms of each Award Agreement may vary from one Award to another and from one Participant to another, but must in all cases be consistent with the terms of this Plan. A Participant shall have no rights with respect to an Award and will be deemed to have rejected their Award unless and until they have signed and returned their Award Agreement to the Subcommittee within the time period designated by the Subcommittee. 3.3 Participant Accounts. Upon the execution of an Award Agreement by a Participant, the Company shall establish a separate account maintained on the books of the Company (the "Participant Account") and credit to such account the number of Units set forth in such Participant's Award Agreement. All amounts credited to the Participant's Account shall for all purposes be a part of the general assets of the Company. The Participant's interest in his or her Participant Account shall only be that of a general, unsecured creditor of the Company. 3.4 Form and Timing of Payment. The Participants shall be paid the Fair Market Value of their Units in cash or cash equivalents in accordance with the terms of their Award Agreement and this Plan; provided, however: (a) Any payment that represents the deferral of compensation within Section 409A of the Internal Revenue Code of 1986, as amended from time to time, shall be made no earlier than allowed pursuant to Section 409A(a)(2) of the Code and, without limiting the foregoing, no payment shall be made to a "specified employee" as defined in Section 409A(a)(2)(B), earlier than allowed by Section 409A(a)(2)(B) of the Code;(b) Once designated in an Award Agreement, neither the time nor schedule of a payment may be accelerated in violation of Section 409A(a)(3) of the Code; and(c) Once designated in an Award Agreement, neither the time nor the schedule of a payment may be further deferred in violation of Section 409A(a)(4) of the Code. View More

Terms and Conditions of Awards. (a) Vesting. An Award shall vest at such time and upon such terms and conditions as determined by the Administrator and set forth in an Award Agreement. (b) Transferability of Awards. No Award granted by the Company under the Plan shall be transferable other than by will or by the laws of descent and distribution except in accordance with the Plan and any applicable Award Agreement. (c) Lock-Up Agreement. Upon the issuance by the Company of shares of Common Stock to a Participant in accordance w...ith the terms and conditions of the applicable Award Agreement and the Plan, the Company may require the Participant to become a party to any applicable lock-up agreement. Accordingly, the execution of any such lock-up agreement shall be a condition precedent to the right to receive any such shares of Common Stock. View More

Terms and Conditions of Awards. All awards of MIP Shares, Incentive Shares, Class B Shares and Options under this Plan shall be evidenced by Award Letters (which need not be identical) signed by the Company, and the individual receiving the award in such form or forms as the Committee may from time to time approve. Such Award Letters shall conform to the terms and conditions of this Plan and may contain such other provisions as the Committee deems advisable which are not inconsistent with the Plan or the LLC Agreement. Such Aw...ard Letters shall contain a requirement that the recipient of any MIP Shares, Incentive Shares, Class B Shares or Options shall execute and become a party to the LLC Agreement by the execution of a Joinder Agreement. The Committee may from time to time confer authority and responsibility on one or more of its own members and/or one or more Managers or Officers of the Company to execute and deliver such Award Letters. The proper Managers or Officers are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such Award Letters. MIP Shares, Incentive Shares, Class B Shares and Options may be awarded under the Plan at any time on or after the date hereof pursuant to an Award Letter in such form as approved by the Committee. The date of award of MIP Shares, Incentive Shares, Class B Shares or Options under the Plan will be the date specified in the Award Letter; provided, however, that such date shall not be prior to the date on which the Committee acts to approve the award. View More