|GREENSKY, INC. filed this Form 8-K on 02/06/2019|
duties, who the Committee determines collectively constitute the primary decision-making body for GreenSky, currently referred to as the Senior Executive Group.
Share means the Class A common stock, $0.01 par value per share, of GreenSky, and, unless the context otherwise requires, such other securities of GreenSky, as may be substituted or resubstituted for Shares.
Significant Stockholder shall mean any person or related group of persons (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) that, immediately following the actions described in Section 4(a), (b), (c) and (d) of the Reorganization Agreement and prior to the completion of the IPO, holds ten percent (10%) or more of the total combined voting power of all classes of common stock of GreenSky and/or would hold ten percent (10%) or more of the total combined voting power of all classes of common stock of GreenSky if their units in Holdings were exchanged for common stock of GreenSky (ignoring for purposes of such calculation any common stock issued in connection with GreenSkys IPO to persons or entities other than the holders of equity interests in Holdings).
Target Bonus Percentage means, if applicable, the percentage of the Participants Compensation that will be earned as a Bonus Award where the Corporate Performance Objectives that are achieved for the Bonus Period result in an Aggregate Corporate Performance Bonus Multiplier of one hundred percent (100%). The Target Bonus Percentage for each Participant shall be established consistent with the Participants position in the Employers compensation structure.
Weighting Percentage means the percentage from one percent (1%) to one hundred percent (100%) assigned by the Committee to each separate Corporate Performance Objective and/or Individual Performance Factor or separate level of Corporate Performance Objective and/or Individual Performance Factor to be achieved to determine the Participants Preliminary Bonus Award for the Bonus Period. In no event may the sum of the Weighting Percentages assigned to the Corporate Performance Objectives and Individual Performance Factors and levels of Corporate Performance Objectives and Individual Performance Factors to be achieved for the Bonus Period to calculate the Participants Preliminary Bonus Award exceed one hundred percent (100%).
3. ADMINISTRATION OF THE PLAN
3.1 Administration of the Plan. The Committee shall be the administrator of the Plan and shall have full authority to formulate adjustments and make interpretations under the Plan as it deems appropriate, taking into account such input from the Board, the CEO and such other members of the Senior Executive Group as the Committee determines appropriate. The Committee in its sole discretion may appoint one or more individuals who are not members of the Board or the Committee to administer the Plan on its behalf, except that the Committee remains responsible to approve all aspects of the Plan that the Committee reserves to itself or that pertain to the CEO and the other members of the Senior Executive Group. The Committee shall also be empowered to make any and all determinations not herein specifically authorized which may be necessary or desirable for the effective administration of the Plan. Any decision or interpretation of any provision of this Plan adopted by the Committee or its appointees shall be final, binding and conclusive on all parties. Benefits under this Plan shall be paid only if the Committee or its appointee determines, in its sole discretion, that the Participant or Beneficiary is entitled to them. None of the members of the Committee or its appointees shall be liable for any act done or not done in good faith with respect to this Plan. GreenSky shall bear all expenses of administering this Plan.