EX-10.15



 Exhibit 10.15 

PSAV HOLDINGS LLC 
 2014
MANAGEMENT INCENTIVE PLAN 
 ARTICLE I 

ESTABLISHMENT, DEFINITIONS AND PURPOSE 

1.1 Establishment. PSAV Holdings LLC, a Delaware limited liability company (the “Company”), hereby establishes this
plan, which is to be known as the “PSAV Holdings LLC 2014 Management Incentive Plan” (the “Plan”). The Plan shall become effective as of January 24, 2014. 

1.2 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in that certain
Amended and Restated Limited Liability Company Agreement of the Company dated as of January 24, 2014, as may be amended from time to time, or any successor agreement thereto (the “LLC Agreement”). 

1.3 Purpose. The Plan is intended to promote the long-term growth and profitability of the Company by providing members of management
and other service providers who are or will be involved in the Company’s growth with an opportunity to acquire an ownership interest in the Company, thereby encouraging such persons to contribute to and participate in the success of the
Company. Under the Plan, the compensation committee (the “Commitee”) of the board of managers of the Company (the “Board”) may grant awards (each, an “Award”) of Class B Units (the
“Units”) to employees, officers, managers, directors and consultants of the Company and its Subsidiaries, as may be selected in the sole discretion of the Committee (collectively, “Participants”). 

ARTICLE II 
 AWARD POOL

 2.1 Award Pool. A total of 29,938 Units are reserved for issuance under the Plan in accordance with the terms of the LLC
Agreement; provided, however, that such number shall be reduced by any “Phantom Units” awarded pursuant to the PSAV Holdings LLC Phantom Unit Appreciation Plan. Any Units that are cancelled or forfeited for no consideration shall again be
available for issuance under the Plan. 
 ARTICLE III 

ADMINISTRATION 
 3.1
Administration. The Committee shall, subject to the provisions of this Plan and the LLC Agreement, have the power and authority to prescribe, amend and rescind rules and procedures governing the administration of the Plan and Awards granted
hereunder, including, but not limited to, the full power and authority to (a) interpret the terms of the Plan, the terms of any Awards made under the Plan and the rules and procedures established by the Committee governing any such Awards,
(b) determine the rights of any person under the Plan, or the meaning of requirements imposed by the terms of the Plan or an Award, or any rule or procedure established by the Committee, (c) select the Participants to whom Awards will be
granted under the Plan, (d) establish any vesting or other terms and conditions applicable to an Award, (e)







 
impose such limitations, restrictions and conditions upon or in connection with such Awards as it shall deem appropriate, (f) adopt, amend and rescind administrative guidelines and other
rules and regulations relating to the Plan, (g) correct any defect or omission, reconcile any inconsistency in the Plan or with respect to Awards granted thereunder and (h) make all other determinations and take all other actions necessary
or advisable for the implementation and administration of the Plan and Awards, subject to the LLC Agreement and such limitations as may be imposed by the Code or other applicable law. Each action of the Committee (including each interpretation or
other determination of the Committee) with respect to the Plan or any Awards made under the Plan shall be final, binding and conclusive on all persons. 

ARTICLE IV 
 ELIGIBILITY
AND AWARD AGREEMENTS 
 4.1 Eligibility. Subject to the terms of the Plan and the LLC Agreement, the Committee shall have the
authority to select the Participants who will receive Awards. 
 4.2 Award Agreement. Awards granted under the Plan shall be
evidenced by a written agreement executed by the Company and the Participant (an “Award Agreement”). 
 ARTICLE V

 GENERAL PROVISIONS 

5.1 Nature of Awards. Each Unit will be treated as a separate “profits interest” within the meaning of Rev. Proc. 93-27,
1993-2 C.B. 343 (such interest, a “Profits Interest”). The Units issued under this Plan shall have a Distribution Threshold (as defined in the LLC Agreement) sufficient in the determination of the Committee to cause such Units to be
properly treated as Profits Interests; provided, however, that in no event shall the Board, the Committee, the Company or any Affiliate of the Company (or their respective employees, agents, officers, directors, managers, successors or assigns) be
liable to any Participant if the Units are not treated as Profits Interests for U.S. federal income tax purposes. Notwithstanding anything to the contrary, distributions to a Participant pursuant to the LLC Agreement shall be limited to the extent
necessary so that each Profits Interest of such Participant qualifies as a “profits interest” under Rev. Proc. 93-27, and the Plan, Award and LLC Agreement shall be interpreted accordingly. In accordance with Rev. Proc. 2001-43, 2001-2 CB
191, the Company shall treat a Participant holding an Award as the owner of the Units underlying such Award from the date the Award is granted, and shall file its IRS Form 1065, and issue appropriate Schedule K-1s to such Participant allocating to
such Participant its distributive share of all items of income, gain, loss, deduction and credit associated with such Profits Interest as if it were fully vested. Each Participant agrees to take into account such distributive share in computing its
federal income tax liability for the entire period during which it holds the Award and/or Units. The undertakings contained in Section 3.05(b) of the LLC Agreement shall be construed in accordance with Section 4 of Rev. Proc. 2001-43. The
provisions of 3.05(b) of the LLC Agreement shall apply regardless of whether or not the Participant files an election pursuant to Section 83(b) of the Code. 

  
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 5.2 Voting Rights. Units granted pursuant to the Plan shall not provide to the holders
thereof any right to vote on, or consent to, any matter under the LLC Agreement or the Act, including the merger, consolidation, conversion or dissolution of the Company. 

5.3 Amendment; Termination. The Board may modify, amend, suspend or terminate the Plan in whole or in part at any time; provided,
however, that such modification, amendment, suspension or termination shall not, without a Participant’s consent, adversely affect in any material respect the rights of a Participant under an outstanding Award. 

5.4 Governing Law. The Act shall govern all questions arising under this Plan concerning the relative rights of the Company and the
Participants. All other questions concerning the construction, validity and interpretation of this Plan shall be governed by and construed in accordance with the domestic laws of the State of Delaware applicable to contracts made and to be performed
in the State of Delaware. The Company and Participants (pursuant to the Award Agreements), will irrevocably and unconditionally submit to the exclusive jurisdiction of any State or Federal court sitting in the State of Delaware over any suit, action
or proceeding arising out of or relating to this Plan or the Awards. Service of any process, summons, notice or document by U.S. registered mail addressed to any party shall be effective service of process for any action, suit or proceeding brought
against a party in any such court. The Company and Participants (pursuant to the Award Agreements) will waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit,
action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon any party and may be enforced in any
other courts to whose jurisdiction any party is or may be subject, by suit upon such judgment. 
 5.5 Securities Laws. The Plan has
been instituted by the Company to provide certain compensatory incentives to Participants and is intended to qualify for an exemption from the registration requirements under the Securities Act and any other applicable state securities laws pursuant
to Rule 701 under the Securities Act or any other applicable exemption (collectively, the “Exemption”); however, the Company makes no representation or warranty that the Exemption applies to the Awards, and in no event shall the
Board, the Committee, the Company or any Affiliate of the Company (or their respective employees, agents, officers, directors, managers, successors or assigns) be liable to any Participant (other than to effect rescission or similar rights that may
arise under applicable securities laws) for any failure to comply with such Exemptions. The Company may impose any restrictions or terms on any Awards or Units granted pursuant to Awards, and may require Participants to make such representations, as
the Company determines to be necessary to comply with the Exemption. 
 5.6 Section 409A Compliance. It is the intention of the
Company and the Committee that Awards granted under the Plan not be subject to the provisions of Section 409A of the Code (“Section 409A”). To the extent an Award granted under the Plan is determined to be subject to the
provisions of Section 409A, it is intended that the terms of the LLC Agreement, the Plan and the Award Agreement applicable to such Award comply with Section 409A, and they shall be interpreted in a manner consistent with such intent.
Notwithstanding the foregoing, the Company makes no representation or warranty that the Awards will not be subject to (or will comply with) Section 409A, and in no event shall the Board, the Committee, the Company or any Affiliate of


  
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the Company (or their respective employees, agents, officers, directors, managers, successors or assigns) be liable to any person for any failure to comply with Section 409A or an applicable
exemption thereunder. 
 5.7 No Guarantees Regarding Tax Treatment; No Tax Minimization Obligation. None of the Board, the Committee
or the Company makes any guarantees to any person regarding the tax treatment of any Award or payments made with respect to any Award. None of the Board, the Committee or the Company has any duty or obligation to minimize the tax consequences of any
Award, including, without limitation, tax consequences that may result from changes to applicable law, and in no event shall the Board, the Committee, the Company or any Affiliate of the Company (or their respective employees, agents, officers,
directors, managers, successors or assigns) be liable to any person with respect to such tax consequences. 
 5.8 Withholding. A
Participant may be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold from any payment due under any Award, the amount (in cash or, at the election of the Company, securities or other property)
of any applicable federal, state, local or foreign withholding taxes in respect of such payment and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of withholding taxes. 

5.9 Conflict between the Plan and the LLC Agreement. The Plan is subject to the LLC Agreement. In the event of a conflict between any
term or provision contained herein and a term or provision of the LLC Agreement, the applicable term and provision of the LLC Agreement will govern and prevail. 

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