Rule 16b-3 means Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act or any successor rule or regulation thereto as in effect from time to time.
SAR means a stock appreciation right Award that is granted under Section 6(c) of the Plan and that represents an
unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property equal in value to the excess, if any, of the Fair Market Value per Share on the date of exercise of the SAR over the Exercise Price per Share of
the SAR, subject to the terms of the applicable Award Agreement.
SEC means the Securities and Exchange Commission or any
successor thereto and shall include the staff thereof.
Shares means shares of Class A Common Stock of the Company,
$0.01 par value, or such other securities of the Company (a) into which such shares shall be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or
other similar transaction or (b) as may be determined by the Committee pursuant to Section 4(b).
Stockholders
Agreement means that a certain stockholders agreement by and among the Company, The Advisory Board, TPG Growth II BDH, L.P., TPG Eagle Holdings L.P. and UPMC, dated as of June 4, 2015.
Subsidiary means any entity in which the Company, directly or indirectly, possesses fifty percent (50%) or more of the total combined
voting power of all classes of its stock.
Substitute Awards shall have the meaning specified in Section 4(c).
Treasury Regulations means all proposed, temporary and final regulations promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of succeeding regulations).
Unrestricted Pool means
five percent (5%) of the Plan Share Limit (as defined in Section 4).
SECTION 3. Administration.
(a) Composition of the Committee. The Plan shall be administered by the Committee, which shall be composed of one or more directors, as
determined by the Board; provided that, to the extent necessary to comply with the rules of the Applicable Exchange and Rule 16b-3 and any other applicable laws or rules, the Committee shall be composed of two
or more directors, all of whom shall be Independent Directors and all of whom shall meet the independence requirements of the Applicable Exchange.
(b) Authority of the Committee. Subject to the terms of the Plan and applicable law, and in addition to the other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have sole and
plenary authority to administer the Plan, including the authority to (i) designate Participants, (ii) determine the type or types of Awards to be granted to a Participant, (iii) determine the number of Shares or dollar value to be
covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, Awards, (iv) determine the terms and conditions of any Awards, (v) determine the vesting schedules of Awards (which, except for
Awards relating to a number of Shares not to exceed the Unrestricted Pool, shall provide for full vesting no earlier than 12 months after the applicable grant date, subject to any accelerated vesting or exercisability, as applicable, otherwise
permitted by the terms of the Plan) and, if certain performance criteria must be attained in order for an Award to vest or be settled or paid, establish such performance criteria and certify whether, and to what extent, such performance criteria
have been attained, (vi) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or
methods by which Awards may be settled, exercised, canceled, forfeited or suspended, (vii) determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts
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Evolent Health, Inc.
Proxy Statement 2021
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D-5
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