In the event that the performance condition is satisfied prior to the full satisfaction of the service condition, (i) with respect to any carried interest award, the service condition will accelerate and be deemed fully satisfied upon the date the performance condition is satisfied, subject to the participant’s continued service through such date; and (ii) with respect to any appreciation interest award, the service condition will continue to be eligible to be satisfied on the applicable service condition satisfaction date(s) following the Initial Carried Interest Payment Date, subject to the participant’s continued service through the applicable vesting date.
Certain Terminations of Service.
If a participant’s service is terminated by the Company Group without “cause,” by the participant for “good reason” or due to such participant’s “retirement” (each such term as defined in the Plan), in any case, prior to any award held by such participant satisfying the service condition in full, the award will satisfy the service condition (to the extent not then-satisfied) with respect to a pro-rata portion of the award equal to (i) the portion of the award that would have satisfied the service condition on the first regularly scheduled service condition satisfaction date following the date of such termination had the participant remained in continuous service through such date, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the immediately preceding service condition satisfaction date (or, if none, from the applicable vesting commencement date) of the award through and including the date of such termination, and the denominator of which is 365. The foregoing treatment of the award is subject to the participant’s timely execution and non-revocation of an effective release of claims in favor of the Company Group.
If a participant’s service is terminated due to the participant’s death or the participant’s disability, in any case, prior to any award held by such participant satisfying the service condition in full, the award will satisfy the service condition in full (to the extent not then-satisfied) on the date of such termination.
Any portion of an award that has satisfied the service condition as of the date of a participant’s termination of service without “cause,” for “good reason,” or due to the participant’s “retirement,” death or disability (after taking into consideration any accelerated satisfaction of the service condition that may occur in connection with such termination, if any), will remain outstanding and eligible to satisfy the performance condition and become fully vested upon the applicable Initial Carried Interest Payment Date.
If a participant’s service is terminated by the Company Group for cause or the participant resigns without “good reason” (other than due to his or her “retirement”), any award held by such participant will be cancelled and forfeited by the participant (regardless of whether the award has then-satisfied the service condition and/or performance condition).
Change in Control. If a participant experiences a qualifying termination on or within 12 months following a “change in control” of the Company (as defined in the Company’s 2014 Incentive Award Plan or any successor plan thereto), the Plan administrator may determine, in its sole discretion, whether to accelerate the payment or vesting (in whole or in part) of any award.
Payment. Any participant holding a fully vested carried interest award on any Carried Interest Payment Date that occurs with respect to the carry vehicle to which the award relates will be entitled to cash distributions of the carried interest or promote from such carry vehicle. Payments in respect of fully vested appreciation interest awards may be in the form of cash, fully-vested shares of our common stock, fully-vested units in our operating partnership or a combination thereof, as determined by the plan administrator. Any shares issued may (or, to the extent required by applicable stock exchange rules, will) be issued under the Company’s 2014 Incentive Award Plan or any successor plan.
Individual Payment Limit. In no event may any participant receive aggregate payments or distributions pursuant to awards under the Plan in any calendar year in excess of three times the sum of the participant’s annual base salary rate, target annual bonus and target annual equity award value at the time of payment (or, if a participant is not employed on the payment date, three times the participant’s annual base salary rate, target annual bonus and target annual equity award value as of the day immediately prior to the date of on which the participant’s employment terminated).
Reallocation. If any award under the Plan is forfeited or expires for any reason, such award (or portion thereof) will again become available for issuance by the Plan administrator under one or more new awards.
Clawback; Repayment. Awards under the Plan are subject to clawback or repayment pursuant to the Company’s clawback policy (to the extent applicable), in the event of a breach of any applicable restrictive covenants, or otherwise pursuant to the governing documents of the applicable carry vehicle and/or Vehicle.
