Exhibit 10.15


 


Utz Quality Foods, LLC

2020 Long-Term Incentive Plan


 


1.                 
Establishment of Plan. Effective February 27, 2018, Utz Quality Foods, LLC, a Delaware limited liability company
(the “Company”) established the Utz Quality Foods, LLC 2018 Long-Term Incentive Plan. Effective as of, and contingent
upon the occurrence of the Closing, the Company amended and restated the Plan into this Utz Quality Foods, LLC 2020 Long-Term Incentive
Plan (the “Plan”), which shall constitute a sub-plan under the Utz Brands, Inc. 2020 Omnibus Equity Incentive
Plan (the “PubCo Plan”).


 


2.                 
Purpose of Plan. The purpose of the Plan is to provide the Company with a means of attracting and retaining
highly qualified employees and aligning the interests of those employees with the financial success of the Company. Employees of
the Company are responsible for operating the day-to-day business of the Company and its subsidiaries. Accordingly, the Plan intends
to provide Participants with incentives that are aligned with the owners of the Company.


 


3.                 
Definitions.


 


“Account”
means a bookkeeping account established in the name of each Participant and maintained by the Company which is credited with either
Phantom Units or Restricted Stock Units awarded to the Participant from time to time, the value of which shall be calculated as
of the date of the Distribution Event.


 


“Adjusted Equity
Value” means the sum of the Company Equity Value plus $300 million.


 


“Beneficiary”
means any person or entity, designated in accordance with Section 10(a) entitled to receive benefits which are payable
upon or after a Participant’s death pursuant to the terms of the Plan.


 


“Board”
means the Board of Directors of Utz Brands, Inc., a Delaware corporation (“PubCo”), which is the ultimate parent
of the Company, as such board is constituted from time to time, or any successor board or other person or persons authorized to
oversee the activities of the Company, to establish management-related policies and to make decisions on major company issues.


 


“Capital Transaction
Proceeds” means the net proceeds from a financing or refinancing of the Company (other than net proceeds used to make
tax distributions or other distributions consistent with historic practice from or in respect of the Company) or from a sale, disposition
or other transfer of assets of the Company outside the ordinary course of the Company’s business.


 


“Cause”
means, if there is an employment agreement between the Participant and the Company and the agreement contains a definition of “Cause”
(or similar term, such as “For Cause”), the definition contained therein; otherwise “Cause” shall mean
any of the following:


 


		(a)	The Participant’s conviction of a felony under federal law or the law of the state in which
such action occurred;



 






    


     


    

 


		(b)	The Participant’s dishonesty in the course of fulfilling employment duties;



 


		(c)	The Participant’s disclosure of Company trade secrets;



 


		(d)	Willful and deliberate failure of the Participant to perform employment duties in any material
respect;



 


		(e)	The Participant’s unauthorized use of a controlled substance; or



 


		(f)	The Participant’s repeated failure to follow Company policies.



 


“Change in Control”
means the occurrence of either of the following:


 


		(a)	one person (or more than one person acting as a group) acquires ownership of equity interests of
the Company that, together with the equity interests held by such person or group, constitutes more than 50% of the total fair
market value or total voting power of the equity interests of the Company (or any holding company owning, directly or indirectly,
all of the equity interests in the Company); provided, however, that, a Change in Control shall not occur (i) if any person (or
more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the equity interests
and acquires additional equity interests; or (ii) if the equity interests are acquired from a person by the person’s family
members or trusts or entities established for their benefit; or



 


		(b)	one person (or more than one person acting as a group) acquires (or has acquired during the twelve
(12) month period ending on the date of the most recent acquisition) assets (other than in the ordinary course of business) from
the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of
the assets of the Company immediately before such acquisition or acquisitions.



 


Notwithstanding the foregoing, a Change
in Control shall occur only if such transaction constitutes a change in the ownership of the Company, a change in the effective
control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A
of the Code and the Rice Family Members, any corporation, partnership or other entity of which Rice Family Members are the direct,
indirect or beneficial owners of the ownership interests of such entity or any affiliate of any of the foregoing, individually
or collectively, fail to own at least a majority of the outstanding ownership interests of the Company (by vote or value). Any
acquisition of equity interests of the Company or its parent entities by PubCo shall not constitute a Change in Control under the
Plan with respect to Participants who (i) were active employees as of the date of the election described in Section 4(b);
and (ii) who elected to convert their Phantom Units into Restricted Stock Units and as a result to treat any acquisition of equity
interests of the Company or its parent entities by PubCo as not constituting a Change in Control under the Plan.


 






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“Closing”
means the consummation of the transactions contemplated by the Business Combination Agreement, dated as of June 5, 2020, by and
among Collier Creek Holdings (which after such closing is referred to as PubCo), Utz Brands Holdings, LLC, Series U of UM Partners,
LLC, and Series R of UM Partners, LLC.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations and other authoritative
guidance issued thereunder.


 


“Committee”
means either (i) the Compensation Committee of the Board or (ii) if the Board fails to designate such a committee, the Board.


 


“Company”
means Utz Quality Foods, LLC, a Delaware limited liability company, or any successor thereto (including a corporation into which
the Company converts or merges).


 


“Company Equity
Value” means the fair market value of 100% of the equity interests in the Company, determined in accordance with Section
5(b).


 


“Distribution
Event” means the first to occur of a Change in Control with respect to such Participant or December 31, 2021.


 


“Effective Date”
means the date of the Closing.


 


“Election Form”
has the meaning described in Section 4(b).


 


“Eligible Employee”
means an Employee who is selected by the Committee to participate in the Plan.


 


“Employee”
means an employee of the Company.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“Good Reason”
means, if there is an employment agreement between the Participant and the Company and the agreement contains a definition of “Good
Reason” (or similar term, such as “For Good Reason”), the definition contained therein; otherwise “Good
Reason” shall mean, without the prior written consent of the Participant, any of the following:


 


		(a)	a material diminution in the Participant’s authority, title, duties, responsibilities or
reporting line;



 


		(b)	a material reduction in the Participant’s base salary (other than a reduction in connection
with an across-the-board reduction in the base salaries of the class of employees to which the Participant belongs) or maximum
bonus opportunity (if applicable); or



 


		(c)	a material breach of any material term of any written agreement between the Participant and the
Company (or any of its affiliates) by the Company (or applicable affiliate).



 






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Notwithstanding the foregoing, no event
shall constitute grounds for a Good Reason termination unless the Participant notifies the Company in writing of the occurrence
of such event within ninety (90) days after the Participant first has (or reasonably should have had) knowledge of such occurrence,
the Company fails to cure such event to the Participant’s reasonable satisfaction within thirty (30) days after receipt of
such notice, and the Participant resigns within thirty (30) days after the end of such cure period.


 


“Hurdle”
means, (i) with respect to a Participant who became an Employee prior to January 1, 2018, $690 million and (ii) with respect to
a Participant who becomes an Employee on or after January 1, 2018, the value established by the Committee as the Hurdle as of January
1 of the year in which the Participant becomes an Employee (which generally will be equal to $300 million over the estimated value
of 100% of the equity interests in the Company as of January 1 of the applicable year); provided, however, that if
the Committee does not establish a new Hurdle for an applicable year prior to the date the Committee awards Phantom Units to a
Participant, the Hurdle with respect to the Participant shall be the most recently established prior Hurdle; provided further,
however, that the Hurdle automatically shall be increased by the amount of any equity capital contributions made to the
Company and shall be reduced by the amount of any Capital Transaction Proceeds distributed from or in respect of the Company (excluding
net proceeds from a transaction that constitutes a Change in Control).


 


“Net Equity
Value” means, with respect to a Participant, the amount the Adjusted Equity Value exceeds the applicable Hurdle.


 


“Participant”
means an Eligible Employee who was selected to participate in the Plan and received a Phantom Unit award and any former Eligible
Employee who continues to be entitled to a benefit under the Plan. An Eligible Employee became a Participant upon the Eligible
Employee’s acknowledgement, execution and delivery to the Company of the Phantom Unit Award Agreement.


 


“Payment Date”
means the date established by the Company on which the applicable Participant is entitled to receive a distribution of the value
of the Participant’s vested Account in connection with a Distribution Event, which date shall be no later than 30 days following
the date of the Distribution Event.


 


“Phantom Unit”
means an award of an unfunded, unsecured promise by the Company to pay to a Participant the Phantom Unit Value subject to the terms
and conditions of the Plan (which Phantom Units do not constitute issued and outstanding equity in the Company for any purposes
and do not confer on the Participant any voting rights or the right to receive dividends).


 


“Phantom Unit
Award Agreement” means a written agreement between the Company and a Participant that specifies the number of Phantom
Units awarded to the Participant and any additional terms as determined by the Committee.


 


“Phantom Unit
Value” means the value of one Phantom Unit, as determined in accordance with Section 5(c).


 






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“Restricted
Stock Unit” means an award of an unfunded, unsecured promise by the Company to pay to a Participant, upon the occurrence
of a Distribution Event, one share of Class A common stock of PubCo, subject to the terms and conditions of the Plan. Restricted
Stock Units do not constitute issued and outstanding equity in the Company for any purposes and do not confer on the Participant
any voting rights or the right to receive dividends.


 


“Restricted
Stock Unit Award Agreement” means a written notice issued by the Company to a Participant that specifies the number of
Restricted Stock Units awarded to the Participant as a result of the conversion of Phantom Units held by such Participant.


 


“Plan”
means this Utz Quality Foods, LLC 2020 Long-Term Incentive Plan, a sub-plan under the PubCo Plan, each as amended from time to
time.


 


“Rice Family
Member” means Michael W. Rice, any spouse, lineal descendant or spouse of a lineal descendant of Michael W. Rice or any
trust created for the benefit of Michael W. Rice or of which any of the foregoing is a beneficiary.


 


4.                 
Eligibility and Conversion of Phantom Units into Restricted Stock Units.


 


(a)              
Eligibility for Conversion. Only individuals holding Phantom Units on the date of the Closing can hold Phantom Units
or Restricted Stock Units in the Plan. No further awards under the Plan shall be made on or after the date of Closing, other than
the conversion of existing Phantom Units into Restricted Stock Units.


 


(b)              
Conversion into Restricted Stock Units. Prior to, and contingent upon the occurrence of Closing, each Participant
received a written offer to elect to convert all of his or her Phantom Units into Restricted Stock Units (the “Election
Form”). Each Participant who elected to convert his or her Phantom Units into Restricted Stock Units shall receive a
Restricted Stock Unit Award Agreement that indicates the number of Restricted Stock Units issued to such Participant under the
terms of the offer to elect to convert. The number of Restricted Stock Units offered in connection with the election to convert
was determined by the Committee prior to the Closing, in its discretion. Effective upon conversion into Restricted Stock Units,
the Phantom Units are automatically cancelled and cease to be outstanding, and the Participant has no further rights with respect
to such Phantom Units.


 


5.                 
Accounts.


 


(a)              
Establishment of Accounts. The Company shall establish and maintain an Account for each Participant. Each Participant’s
Account shall be credited with either Phantom Units or Restricted Stock Units, and the value of the Participant’s Account
shall be equal to the number of vested Phantom Units or vested Restricted Stock Units credited to the Account (which Phantom Units
or Restricted Stock Units have not been forfeited pursuant to Section 6(c) or pursuant to the terms of the Participant’s
Phantom Unit Award Agreement or Restricted Stock Unit Award Agreement) multiplied by the Phantom Unit Value or Restricted Stock
Unit value, determined as of the date of the Distribution Event.


 






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(b)              
Determination of the Company Equity Value. The Company Equity Value for purposes of Phantom Units shall be determined
as of the date of the Distribution Event as follows:


 


1.                 
if consideration paid in the Distribution Event includes cash, then the Company Equity Value shall be determined
by imputing the value of 100% of the equity interests in the Company based on the nature of the transaction in which the cash is
paid (for example, if the purchaser acquires 60% of the equity interests in the Company for $600 million in cash, the Company Equity
Value is equal to $1 billion); or


 


2.                 
if no portion of the consideration paid in the Distribution Event includes cash and consideration paid in the Distribution
Event includes stock listed on a public securities exchange, then the Company Equity Value shall be determined by imputing the
value of 100% of the equity interests in the Company based on the nature of the transaction in which the stock is paid and the
trading price of such stock as of the date of the Distribution Event;


 


3.                 
if no portion of the consideration paid in the Distribution Event includes cash or stock listed on a public securities
exchange or the Distribution Event is December 31, 2021, and if the equity interests in the Company are listed on a public securities
exchange as of the date of the Distribution Event, then the portion of the Company Equity Value relating to the Company shall be
equal to the trading closing price of 100% of the equity interests in the Company as of date of the Distribution Event; provided,
however, if a closing price is not quoted on a public securities exchange, then the determination shall be based upon the
mid-point between the bid and ask price for the Company’s equity interests as of the close of business on such date; and


 


4.                 
if no portion of the consideration paid in the Distribution Event includes cash or stock listed on a public securities
exchange or the Distribution Event is December 31, 2021, and if the equity interests in the Company are not listed on a public
securities exchange as of the date of the Distribution Event, then the Company Equity Value shall be equal to the fair market value
of 100% of the equity interests in the Company, using a valuation method selected by the Committee and consistent with the rules
set forth in Section 409A of the Code (including Treasury Regulations Section 1.409-1(b)(5)(iv)(B)), without taking into account
any discounts for lack of control or marketability.


 


(c)              
Determination of Phantom Unit Value. As of the date of the Distribution Event, the Phantom Unit Value shall be equal
to the Net Equity Value divided by 10,000. Example calculations of Phantom Unit Value are set forth on the attached Exhibit.


 


6.                 
Vesting.


 


(a)              
Vesting. The vesting provisions of a Phantom Unit or Restricted Stock Unit award shall be set forth in the Participant’s
Phantom Unit Award Agreement or Restricted Stock Unit Award Agreement. Such provisions notwithstanding, if the Distribution Event
is a Change in Control and either (i) the Participant is an Employee as of the date of the Distribution Event or (ii) the Participant
was an Employee within 180 days prior to the date of the Distribution Event and the Participant’s employment was terminated
for any reason before the date of the Distribution Event, excluding termination by the Company for Cause and excluding voluntary
termination by the Participant without the Company’s written consent other than for Good Reason, then 100% of the Phantom
Units or Restricted Stock Units awarded to the Participant shall vest as of the Distribution Event. In addition, the Committee
shall have the discretion to accelerate the vesting of any unvested Phantom Units or Restricted Stock Units awarded to a Participant
at any time (including if the Participant’s employment is terminated on or before December 31, 2021).


 






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(b)              
Forfeiture of Unvested Phantom Units and Restricted Stock Units. Except as expressly set forth in a Participant’s
Phantom Unit Award Agreement or Restricted Stock Unit Award Agreement (or otherwise by the Committee vesting some or all of such
Phantom Units or Restricted Stock Units prior to the occurrence of such event in accordance with the final sentence of Section 6(a),
the Participant’s unvested Phantom Units or unvested Restricted Stock Units (if any) shall be forfeited on the earliest to
occur of: (i) 180 days after the date the Participant’s employment is terminated for any reason; (ii) the date the Participant’s
employment is terminated if the Participant’s employment is terminated by the Company for Cause or voluntarily by the Participant
without the Company’s written consent other than for Good Reason; or (iii) on December 31, 2021, if such date is the Distribution
Event.


 


(c)              
Forfeiture of Vested Phantom Units or Restricted Stock Units. Notwithstanding any other provision contained herein,
except for such additional occurrences expressly set forth in a Participant’s Phantom Unit Award Agreement or Restricted
Stock Unit Award Agreement, the Participant’s vested Phantom Units or vested Restricted Stock Units (if any) shall be forfeited
on the earlier to occur of: (i) the date the Participant’s employment is terminated if the Participant’s employment
is terminated by the Company for Cause or voluntarily by the Participant without the Company’s written consent other than
for Good Reason or (ii) 3 years after the date the Participant’s employment is terminated if a Distribution Event does not
occur by such 3-year anniversary date.


 


7.                 
Payment of Participant Accounts.


 


(a)              
Payment of Vested Accounts. The Company shall pay the value of the Participant’s Account on the Payment Date.
Any payment of the value of a Participant’s Account represented by Phantom Units shall be made in cash, publicly traded stock
that is listed on a securities exchange, or partly in cash and partly in publicly traded stock that is listed on a securities exchange,
at the sole discretion of the Company. Any payment of the value of a Participant’s Account represented by Restricted Stock
Units shall be made by the issuance of an equal number of shares of Class A common stock of PubCo.


 


(b)              
Payment Delay. Notwithstanding Section 7(a), to the extent permitted by Section 409A of the Code, payments
will be delayed if making the payment on the Payment Date specified herein would jeopardize the ability of the Company to continue
as a going concern. If a payment is delayed pursuant to this Section 7(b), the payment will be made during the first taxable
year in which making the payment would not so jeopardize the Company, together with simple interest computed on the deferred amount
at the applicable LIBOR rate of interest (or successor rate of interest if LIBOR is no longer reported) set forth in The Wall
Street Journal plus five percent for the period of time from the date of the Distribution Event until the date of actual payment.


 






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(c)              
Determining Value of Accounts. The value of a Participant’s Account represented by Phantom Units shall be determined
as of the applicable Distribution Event and the Participant shall not be entitled to any increases in Phantom Unit Value thereafter.


 


8.                 
Plan Administration.


 


(a)              
Administration by Committee. The Plan shall be administered by the Committee, which shall have the authority to:


 


1.                 
Construe and interpret the Plan and apply its provisions;


 


2.                 
Promulgate, amend and rescind rules and regulations relating to the administration of the Plan;


 


3.                 
Authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the
Plan;


4.                 
Interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan
and any instrument or agreement relating to the Plan; and


 


5.                 
Exercise discretion to make any and all other determinations which it determines to be necessary or advisable for
the administration of the Plan.


 


(b)              
Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and any such determinations
may be made selectively among Participants.


 


(c)              
Committee Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final
and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction or arbitrator,
if applicable, to be arbitrary and capricious.


 


(d)              
Indemnification. No member of the Committee or any designee shall be liable for any action, failure to act, determination
or interpretation made in good faith with respect to the Plan except for any liability arising from his or her own willful malfeasance,
gross negligence or reckless disregard of his or her duties. The Company shall indemnify and hold harmless each member of the Committee
against any liabilities, costs, fees and expenses associated with any action or failure to act with respect to the Plan (including
reasonable attorneys’ fees) absent a determination of willful malfeasance, gross negligence or reckless disregard of his
or her duties. If the Company advances any such indemnification amounts and the indemnified member of the Committee subsequently
is determined not to be entitled to such indemnification hereunder, then he or she promptly shall reimburse the Company for such
advances (and the advances by the Company shall be conditioned on the member of the Committee agreeing to such a reimbursement
obligation).


 






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9.                 
Amendment and Termination. The Company may, at any time, and in its discretion, alter, amend, modify, suspend
or terminate the Plan or any portion thereof; provided, however, that no such amendment, modification, suspension
or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts
credited to or accrued in his or her Account; and provided, further, that, no payment of benefits shall occur upon
termination of the Plan unless the requirements of Section 409A of the Code have been met. Notwithstanding anything to the contrary
set forth herein, upon the occurrence of a Distribution Event, the Plan shall terminate and the only right that a Participant shall
have with respect to the Plan (or the Participant’s Phantom Unit Award Agreement or Restricted Stock Unit Award Agreement)
shall be the right to receive payment on the Payment Date in accordance with Section 7(a) (subject to Section 7(b)
and any other relevant terms set forth in the Participant’s Phantom Unit Award Agreement or Restricted Stock Unit Agreement)
until paid in full.


 


10.             
Miscellaneous.


 


(a)              
No Employment or Other Service Rights. Nothing in the Plan or any instrument executed pursuant thereto shall confer
upon any Participant any right to continue to serve the Company or any subsidiary of the Company or interfere in any way with the
right of the Company or any subsidiary to terminate the Participant’s employment or service at any time with or without notice
and with or without cause.


 


(b)              
Other Benefits. Amounts paid under the Plan shall not be considered part of a Participant’s salary or compensation
for purposes of determining or calculating other benefits under any other employee benefit plan or program of the Company.


 


(c)              
Tax Withholding. The Company and its subsidiaries shall have the right to deduct from any amounts otherwise payable
under the Plan any federal, state, local, or other applicable taxes required to be withheld. A Participant may pay all or any part
of any applicable tax withholding required on the payment of the value of a Participant’s Account: (i) by certified or official
bank check or by wire transfer to an account designated by the Company, (ii) by having the Company “net settle” any
payment made in the form of shares by withholding from the shares paid to the Participant such shares with a market value sufficient
to satisfy the minimum withholding required with respect thereto as determined by the Committee, (iii) through any broker’s
cashless exercise procedure which has been approved by the Committee, or (iv) a combination of the foregoing, provided that the
combined value of all cash and cash equivalents and the market value of any such shares so tendered to the Company as of the date
of such tender is at least equal to the minimum withholding required.


 


(d)              
Governing Law. The Plan shall be administered, construed and governed in all respects under and by the laws of the
State of Delaware, without reference to the principles of conflicts of law (except and to the extent preempted by applicable federal
law).


 


(e)              
Section 409A of the Code. The Company intends that the Plan comply with the requirements of Section 409A of the Code
and shall be operated and interpreted consistent with that intent. Notwithstanding the foregoing, the Company makes no representation
that the Plan complies with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with
Section 409A of the Code. Each Participant is fully responsible for any and all taxes or other amounts imposed by Section 409A
of the Code. The Plan shall constitute an “account balance plan” as defined in Treasury Regulations Section 31.3121(v)(2)-1(c)(1)(ii)(A).
For purposes of Section 409A of the Code, all amounts deferred under the Plan shall be aggregated with amounts deferred under other
account balance plans.


 






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(f)               
Unfunded Benefit. All amounts provided under the Plan shall be paid from the general assets of the Company and no
separate fund shall be established to secure payment. To the extent that any person acquires a right to receive payment from the
Company under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.


 


(g)              
Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries
to receive the Participant’s interest in the Plan in the event of the Participant’s death. Each designation will revoke
all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective
only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a Participant does not
designate a beneficiary, then the Participant’s designated beneficiary shall be deemed to be the Participant’s estate.


 


(h)              
No Assignment. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge,
anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable hereunder prior to the date that such amounts
are paid (except for the designation of beneficiaries pursuant to Section 10.(g)).


 


(i)                
Expenses. The costs of administering the Plan shall be paid by the Company.


 


(j)                
Severability. If any provision of the Plan is held to be invalid, illegal or unenforceable, whether in whole or in
part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining
provisions shall not be affected.


 


(k)              
Headings and Subheadings. Headings and subheadings in the Plan are for convenience only and are not to be considered
in the construction of the provisions hereof.


 


(l)                
Conflict. With respect to Phantom Units and Restricted Stock Units issued under the Plan, in the event of a conflict
between the terms of the Plan and the terms of the PubCo Plan, the terms of the Plan shall prevail. Notwithstanding the foregoing,
the Phantom Units and Restricted Stock Units issued under the Plan shall be subject to the terms of Section 14.1 of the PubCo Plan.


 


IN WITNESS WHEREOF,
Utz Quality Foods, LLC has adopted this 2020 Utz Quality Foods, LLC Long-Term Incentive Plan as of the Effective Date written above.


 


	 	UTZ QUALITY FOODS, LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 






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EXHIBIT


 


Set forth below are
examples demonstrating the methodology to determine the value of the Phantom Units and the amount to be paid to each Participant
under the Plan. These examples are for illustrative purposes only and are not intended to be projections or otherwise represent
the expected value of the Phantom Units.


 


Example 1 – Sale of Company Assets:
Assume that an unrelated third party acquires all of the assets of the Company (but not any long-term debt) in exchange for cash
in the amount of or publicly traded stock of the acquirer (totaling less than 50% of the stock of the acquirer) with a value (based
on the trading price as of the date of the closing of the sale) equal to $2,700,000,000 prior to December 31, 2021, and assume
further that the aggregate outstanding long-term debt of the Company as of the date of sale is equal to $400,000,000. The sale
qualifies as Distribution Event (the earlier of a Change in Control or December 31, 2021) because a person acquires more than 50%
of the gross fair market value of the assets of the Company (and thus the sale qualifies as a Change in Control). The Company Equity
Value (the value of the equity interests in the Company) is equal to $2,300,000,000 (2,700,000,000 – 400,000,000 = 2,300,000,000).
The Adjusted Equity Value (the Company Equity Value plus $300,000,000) is equal to $2,600,000,000 (2,300,000,000 + 300,000,000
= 2,600,000,000). The Net Equity Value (the Adjusted Equity Value minus the Hurdle) is equal to $1,910,000,000 (2,600,000,000 –
690,000,000 = 1,910,000,000). The Phantom Unit Value (the value of one Phantom Unit) is equal to $191,000 (1,910,000,000/10,000
= 191,000). No later than 30 days after the date of the close of the sale, each Participant is entitled to payment in cash of an
amount equal to the product of $191,000 multiplied by the number of Phantom Units awarded to the Participant.


 


Example 2 – Sale of Company Equity:
Assume that an unrelated third party acquires all of the equity interests (either by direct acquisition of equity interests or
by merger) of all of the Company (subject to any long-term debt owed by the Company) in exchange for cash in the amount of or publicly
traded stock of the acquirer (totaling less than 50% of the stock of the acquirer) with a value (based on the trading price as
of the date of the closing of the sale) equal to $2,300,000,000 prior to December 31, 2021. The sale qualifies as a Distribution
Event (the earlier of a Change in Control or December 31, 2021) because a person acquires more than 50% of the equity interests
of the Company (and thus the sale qualifies as a Change in Control). The Company Equity Value (the value of the equity interests
in the Company) is equal to $2,300,000,000 (the amount of cash or the trading price of the shares of stock used to acquire the
Company). The Adjusted Equity Value (the Company Equity Value plus $300,000,000) is equal to $2,600,000,000 (2,300,000,000 + 300,000,000
= 2,600,000,000). The Net Equity Value (the Adjusted Equity Value minus the Hurdle) is equal to $1,910,000,000 (2,600,000,000 –
690,000,000 = 1,910,000,000). The Phantom Unit Value (the value of one Phantom Unit) is equal to $191,000 (1,910,000,000/10,000
= 191,000). No later than 30 days after the date of the close of the sale, each Participant is entitled to payment in cash of an
amount equal to the product of $191,000 multiplied by the number of Phantom Units awarded to the Participant.


 






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Example 3 – IPO: Assume that
all of the equity interests in the Company are transferred to a corporate holding company (“Holdco”), and Holdco engages
in an initial public offering (“IPO”) of stock onto a public securities exchange prior to December 31, 2021. Although
listing the stock of Holdco on a public securities exchange (if the stock remains listed on the exchange) changes the method to
determine the Phantom Unit Value on the Determination Date (the earlier of a Change in Control or December 31, 2021), the IPO does
not qualify as a Distribution Event because more than 50% of the equity interests (or gross fair market value of assets) of the
Company are not acquired by persons acting as a group (and thus the IPO does not qualify as a Change in Control).
Assuming no other transfers occur involving the equity interests or assets of the Company prior to December 31, 2021, the Distribution
Event is December 31, 2021. Assume further that based on the trading price of Holdco’s stock, 100% of the stock of Holdco
has a value equal to $2,300,000,000 as of December 31, 2021. The Company Equity Value (the value of the equity interests in the
Company) is equal to $2,300,000,000 (the trading price of 100% of Holdco’s stock). The Adjusted Equity Value (the Company
Equity Value plus $300,000,000) is equal to $2,600,000,000 (2,300,000,000 + 300,000,000 = 2,600,000,000). The Net Equity Value
(the Adjusted Equity Value minus the Hurdle) is equal to $1,910,000,000 (2,600,000,000 – 690,000,000 = 1,910,000,000) (assuming
the IPO consists of entirely secondary equity sales and no new equity capital contribution, which new equity capital contribution
would increase the Hurdle). The Phantom Unit Value (the value of one Phantom Unit) is equal to $191,000 (1,910,000,000/10,000 =
191,000). No later than January 30, 2022, each Participant is entitled to payment in cash of an amount equal to the product of
$191,000 multiplied by the number of Phantom Units awarded to the Participant.


 


Example 4 – No Transaction Prior
to December 31, 2021: Assume that a Change in Control does not occur prior to December 31, 2021. The Distribution Event (the
earlier of a Change in Control or December 31, 2021) is December 31, 2021. Assume further that a qualified independent appraiser
determines (using a method consistent with the rules set forth in Section 409A of the Code) that as of December 31, 2021 (or
such earlier date as permitted to apply to the value as of December 31, 2021, under the rules set forth in Section 409A of the
Code), the Company Equity Value (the value of the equity interests in the Company) is equal to $2,300,000,000. The Adjusted Equity
Value (the Company Equity Value plus $300,000,000) is equal to $2,600,000,000 (2,300,000,000 + 300,000,000 = 2,600,000,000). The
Net Equity Value (the Adjusted Equity Value minus the Hurdle) is equal to $1,910,000,000 (2,600,000,000 – 690,000,000 = 1,910,000,000).
The Phantom Unit Value (the value of one Phantom Unit) is equal to $191,000 (1,910,000,000/10,000 = 191,000). No later than January
30, 2022, each Participant is entitled to payment in cash of an amount equal to the product of $191,000 multiplied by the number
of Phantom Units awarded to the Participant.


 






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