Table of Contents installments or the acceleration or waiver of restrictions (in whole or part) under certain circumstances, including the attainment of certain performance goals, a participant’s termination of employment or service or a participant’s death or disability. The rights of restricted stock and RSU holders upon a termination of employment or service will be set forth in individual award agreements. Participants with restricted stock will generally have all of the rights of a stockholder during the restricted period, including the right to vote and, to the extent specifically provided in an agreement award, receive dividends declared with respect to such stock (provided that dividends will only be paid out upon vesting of the share to which they are attributable). During the restricted period, participants with RSUs will generally not have any rights of a stockholder, but may be credited with dividend equivalent rights if the applicable individual award agreement so provides. Notwithstanding the foregoing, any dividends or dividend equivalent awards with respect to restricted stock or RSUs will be subject to the same restrictions, conditions and risks of forfeiture as the underlying restricted stock or RSU. Other Stock-Based Awards. Other stock-based awards valued in whole or in part by reference to, or otherwise based on, shares of Class A common stock (including dividend equivalents) may be granted under the 2019 Plan. The plan administrator will determine the terms and conditions of such other stock-based awards, including the number of shares of Class A common stock to be granted pursuant to such other stock-based awards, the manner in which such other stock-based awards will be settled (e.g., in shares of Class A common stock, cash or other property), and the conditions to the vesting and payment of such other stock-based awards (including the achievement of performance objectives). Stock Bonuses and Cash Awards. Bonuses payable in fully vested shares of Class A common stock and awards that are payable solely in cash may also be granted under the 2019 Plan. Equitable Adjustments. In the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, special or extraordinary dividend or other extraordinary distribution (whether in the form of shares of common stock, cash or other property), combination, exchange of shares, or other change in corporate structure affecting the shares of common stock, an equitable substitution or proportionate adjustment shall be made, at the sole discretion of the plan administrator, in (i) the aggregate number of shares of common stock reserved for issuance under the 2019 Plan, (ii) the maximum number of shares of common stock or cash that may be subject to awards granted to any participant in any calendar year, (iii) the kind and number of securities subject to, and the exercise price or base price of, any outstanding options and SARs granted under the 2019 Plan and (iv) the kind, number and purchase price of shares of common stock, or the amount of cash or amount or type of property, subject to outstanding restricted stock, RSUs, stock bonuses and other share-based awards granted under the 2019 Plan. Equitable adjustments with respect to profits interests will be made in a manner consistent with the applicable partnership agreements and award agreements. Equitable adjustments or substitutions other than those listed above may also be made as determined by the plan administrator, in its sole discretion. Change in Control. Under the terms of the 2019 Plan (unless otherwise provided in an award agreement or in the agreement resulting in the change of control), any accelerated vesting in connection with a change in control will generally require both the occurrence of a change in control and a qualifying termination of employment (i.e., termination without cause or a resignation for good reason) within 12 months following a change in control. However, in the event an award is not assumed or substituted by a successor entity in connection with a change in control, such award will be fully vested and any performance conditions will be fully achieved at the target level of performance. Under the 2019 Plan, a change in control would generally occur upon an acquisition by a third party of 50% or more of our shares, a merger or similar transaction wherein our shares do not continue to represent more than 50% of the surviving or resulting entity, an unapproved change in a majority of the members of our board of directors, a sale of all or substantially all of our assets to a third party and certain other transactions. In addition, the plan administrator may, in connection with a change in control, terminate all outstanding awards for the payment of cash or in-kind consideration having an aggregate fair market value equal to the excess of the fair market value of the shares of common stock, cash or other property covered by such awards over the aggregate exercise price or base price, if any, of such awards. If the exercise price or base price of any outstanding award is equal to or greater than the fair market value of the shares of common stock, cash or other property covered by such award, the plan administrator may cancel the award without the payment of any consideration to the participant. 183