LTIP Unit Award Agreement (2015)Full Document 

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INTERNATIONAL MARKET CENTERS, INC.

LTIP UNIT AWARD AGREEMENT

This LTIP Unit Award Agreement ("Agreement") made as of the date set forth below among International Market Centers, Inc., a Maryland corporation (the "Company"), its subsidiary, IMC OP, LP, a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the "Partnership"), and the person identified below as the grantee (the "Grantee").

Recitals

A. The Grantee is an employee of the Company or one of its affiliates and provides services to the Partnership.

B. The Committee approved this award (this "Award") pursuant to the International Market Centers, Inc. 2015 Omnibus Incentive Plan (the "Plan") and the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of [], 2015, as amended and restated from time to time (the "Partnership Agreement"), to provide officers of the Company or its affiliates, including the Grantee, in connection with their employment, with the incentive compensation described in this Agreement, and thereby provide additional incentive for them to promote the progress and success of the business of the Company and its affiliates, including the Partnership.

NOW, THEREFORE, the Company, the Partnership and the Grantee agree as follows:

1. Administration. This Award shall be administered by the Committee which has the powers and authority as set forth in the Plan. Should there be any conflict between the terms of this Agreement, on the one hand, and the Plan and the Partnership Agreement, on the other hand, the terms of this Agreement shall prevail.

2. Definitions. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan. In addition, as used herein:

"Award Date" means the date that the Award LTIP Units were granted as set forth on Schedule A.

"Charitable Organization" means a charitable organization as described by Section 501(c)(3) of the Code.

"Common Units" means the Common Units as provided in the Partnership Agreement.

"Effective Date" means the close of business on [].

"Employment Agreement" means, as of a particular date, any employment or similar service agreement then in effect between the Grantee, on the one hand, and the Company or one of its Subsidiaries, on the other hand, as amended or supplemented through such date.

"Expiration Date" means [].

"Fair Market Value" with respect to each LTIP Unit shall be the fair value of each such LTIP Unit determined in good faith by the Company in a manner consistent with the principles set forth in the definition of "Value" in the Partnership Agreement.


"Hurdle Price" means [].

"Hurdle Return Value" means an amount (which shall not be less than zero) per LTIP Unit equal to (A) the Hurdle Price, less (B) the total per-unit distributions with respect to the LTIP Unit declared between the [Effective Date] and such date of determination.

"Investor" means, collectively, (i) any Affiliates of Bain Capital Partners, LLC that now or hereafter beneficially own, directly or indirectly, any shares of Common Stock, (ii) Affiliates of Oaktree Capital Management, L.P. that now or hereafter beneficially own, directly or indirectly, any shares of Common Stock, and (iii) International Market Centers, LP, a Delaware limited partnership.

"LTIP Units" means the LTIP Units issued pursuant to this Agreement, the Plan and the Partnership Agreement.

"Performance Goal" means [●] as set forth on Exhibit A hereto.

"Person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, other entity or "group" (as defined in the Exchange Act).

"Plan" has the meaning set forth in the Recitals.

"Public Offering" means a public offering and sale of Common Stock of the Company for cash pursuant to an effective registration statement under the Securities Act.

"Rule 144" means Rule 144 under the Securities Act (or any successor Rule).

"Unit Return Value" means, with respect to an LTIP Unit as of a particular date of determination, the Fair Market Value as of such date of determination.

"Valuation Date" means (i) [●] that occurs during the period commencing on the Effective Date and ending on the Expiration Date; (ii) in the event of a Change in Control, the date of the closing of the Change in Control, and (iii) the Expiration Date.

3. Award. The Company and the Partnership hereby grant to the Grantee an Other Stock-Based Award (as defined in the Plan), effective as of the Award Date, in the form of the number of LTIP Units set forth on Schedule A which are subject to forfeiture provided in Section 4 and Section 5 and having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of conversion into Common Units and the redemption of such Common Units into Common Stock as set forth herein and in the Partnership Agreement. It is a condition to the effectiveness of this Award that the Grantee execute and deliver within ten (10) business days from the Award Date a fully executed copy of this Agreement and such other documents that the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. Upon the close of business on the Award Date, pursuant to this Agreement the Grantee shall receive the number of LTIP Units specified above, subject to the restrictions and conditions set forth herein, in the Plan and in the Partnership Agreement. For purposes of the Partnership Agreement, the LTIP Units shall initially be "Unvested LTIP Units", and shall become "Vested LTIP Units" only to the extent the vesting terms provided herein become satisfied.

4. Vesting. The LTIP Units shall be subject to vesting in accordance with the provisions of this Section 4. The LTIP Units shall be subject to both time and performance vesting conditions and for purposes of this Agreement shall only be deemed "Vested LTIP Units" when they have satisfied both the time-based criteria and the performance-based criteria requirements in accordance with the terms hereof. LTIP Units shall vest only so long as the Grantee continues to provide service to or remains employed, as applicable, by the Company or one of its Subsidiaries.

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(a) Time-Based Vesting Criteria. The LTIP Units shall have an opportunity to vest as follows, subject to the Grantee not incurring a Termination prior each such date (the "Time Vesting Date"), except as specifically provided in Section 5:

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Time Vesting Date

Cumulative
Percentage of LTIP
Units that have Time
Vested

[Award Date]

[]

[Vesting Commencement Date]