TREEM AWARD PLAN TERMS
These terms are effective as of August 1, 2016.
These Award Plan Terms contain terms and conditions specific to eligible users of Treem who are determined eligible to receive an award (“Award”). The Treem Terms and Conditions apply as well, and are incorporated into these Award Plan Terms by reference. Unless otherwise defined herein, any capitalized terms have the same meaning in both documents. By enrolling and/or participating in the Award Plan, you agree to abide by these Award Plan Terms.
Award Plan. The purpose of the “Award Plan” is to reward participating users of Treem who qualify to participate in the Award Pool (defined below) by building an Awardee Network (defined below) that meets the required threshold size, all as set forth in these Award Plan Terms (each such user deemed an “Awardee”).
Awardee Network. Treem utilizes a proprietary algorithm to track, allocate, and ultimately distribute cash proceeds in connection with the closing of a Liquidity Event (defined below). Eligibility to become an Awardee requires a user to meet or exceed the Qualifying Threshold (defined below) of eligible users of Treem who become referenced friends or followers of the potential Awardee via use of the potential Awardee’s unique username or identifier when enrolling, with each such referenced friend or follower counting as one (1) “point” toward such threshold (the “Awardee Network”). Each user’s Awardee Network is monitored and updated continuously by Treem, and Awardee Network statistics may be accessed by a user at any time by viewing the Awards page.
Award Pool. Treem will allocate twenty percent (20%) of the aggregate net cash proceeds payable to Treem’s equity holders pursuant to a merger, equity sale, sale of all or substantially all assets, or recapitalization, which generates cash liquidity for the Treem equity holders as a result of such transaction (each a “Liquidity Event”) -- after payment of all direct and indirect transaction expenses, including administration, litigation or disputes regarding any Awardee, and indemnification obligations of Treem regarding such Liquidity Event – for payment to Awardees (the “Award Pool”). Each eligible Awardee shall be entitled to a pro rata portion of the overall Award Pool. Such portion shall be calculated as a fraction in which the numerator is the eligible Awardee’s number of Awardee Network points and the denominator is the total number of points of all Awardee Networks of all eligible Awardees; provided that the maximum allowed award to any single eligible Awardee shall be the lesser of: (a) one percent (1%) of the total Award Pool available from the Liquidity Event; or (b) two tenths of one percent (0.2%) of the total aggregate proceeds available from the Liquidity Event. No entitlement to any portion of the Award Pool arises until the final closing of a Liquidity Event and satisfaction of all other provisions in these Award Plan Terms. Only holders of active Treem accounts at the time of the final closing of the Liquidity Event are eligible to be considered for participation as Awardees in any Award Pool.
Qualifying Threshold for Award. Qualification to participate in an Award Pool is determined as follows: (a) At the first of each calendar year, Treem shall announce the minimum number of points an eligible user must hold in his/her Awardee Network at the time of the closing of any Liquidity Event occurring during that year to be eligible as an Awardee for such Liquidity Event (the “Qualifying Threshold”); (b) Such points will be based on the aggregate number of eligible/active users within the potential Awardee’s Awardee Network who are still active as of the date of the closing of the Liquidity Event. The Qualifying Threshold for the 2016 calendar year is 500 points. Eligible Users who meet the Qualifying Threshold at the time of the closing of a Liquidity Event shall qualify for participation as Awardees in the Award Pool. If a Liquidity Event closes prior to the end of a calendar year, the Qualifying Threshold shall be adjusted in a pro-rated manner to be the sum of: (a) the previous year’s Qualifying Threshold (if any); plus (b) a portion for the new year pro-rated to reflect the incremental portion of the year that has elapsed at the time of the closing of the Liquidity Event. For example, if the 2016 Qualifying Threshold is set at 500 points, and if 2017’s Qualifying Threshold is 6,000 points, and if a Liquidity Event closes on June 30, 2017, the pro-rated Qualifying Threshold will be 3,500 points (500 points from 2016, plus a 50% pro-rata portion of the incremental 6,000 points required for 2017 to reflect the fact that 50% of the year had elapsed).
Users whose Accounts have been cancelled or terminated, or who have been determined by Treem to be ineligible for any reason to participate in the Award Plan, are not eligible as Awardees. No damages suffered by a user due to lack of sufficient notice of ineligibility will include compensation for loss of accrual of an Award.
You may opt-out from participation in the Award Plan at any time, by (i) submitting an opt-out request through the Profile Account settings, or (ii) requesting deletion of your Account as described more fully in the Terms and Conditions. Your participation in the Award Plan will further be deactivated in the event of your failure to comply with the conditions of these Award Plan Terms, or if Treem otherwise closes or terminates your Account.
Administration of Award Plan. Any allocations to be to or from an Award Pool pursuant to a Liquidity Event shall be made by Treem following the closing of the Liquidity Event and shall be subject in all events to these Award Plan Terms. Following the closing of a Liquidity Event, the earning of any Awards hereunder shall be determined by Treem in good faith in accordance with the Treem proprietary algorithm to determine the eligible Awardees and their related shares of the Award Pool. Treem’s determination of the earning or payment of any Award to any Awardee shall be final and binding.
Payment of Awards. Upon closing of a Liquidity Event, notice will be published to Awardees via the Services and will provide Awardees with instructions for submitting a claim, including payment information and correspondence address. The applicable Award will be sent to the responding Awardee using the contact information submitted by the Awardee. No responsibility is accepted for errors in contact information submitted to Treem, for failures or delays in electronic communications, or for lost, late, stolen, misdirected, or postage-due mail. Subject to the terms of these Award Plan Terms, the specific Award earned by each Awardee from the Award Pool shall be paid out as soon as practicable following the close of the Liquidity Event, but in any event only at or near the same time as distributions are paid to equity holders on account of ownership of Treem. In the event Treem is required to escrow all or part of the Award Pool as party of a Liquidity Event, Treem’s obligations for such escrowed amounts shall cease upon submission to the escrow agent. Payment of Awards may, in the discretion of Treem, be subject to holdback terms as determined by Treem, including to comply with applicable U.S. laws or laws of any other jurisdiction that may apply.
In addition, Treem, may, in connection with a Liquidity Event, equitably adjust the available amount for the Award Pool, or approve or impose other terms and conditions as to amounts available to put into such Award Pool, as Treem determines are reasonably necessary in light of the facts and circumstances of such Liquidity Event.
In the event an eligible Awardee notifies Treem of its waiver of its Award, whether during activation of its Account or upon responding to notice of the closing of a Liquidity Event, Treem shall distribute the applicable Award amount to one or more Awardee-designated charitable organizations, or, if no organization is identified at the time of the waiver, to a charitable organization determined by Treem in its discretion.
In the event Treem is unable to distribute an Award to a particular Awardee for any reason – including but not limited to the Awardee being found to be ineligible, failure of the Awardee to respond to the Award notification, or any other reason – such Award shall be deemed forfeited.
No Service Relationship. No services on behalf, or for the benefit, of Treem will be required to be performed in order for any Awardee to participate in the Award Pool. No Award shall be treated as paid in exchange for services of any kind.
Non-transferability. No right or interest of any Awardee in the Award Plan shall be assignable or transferable, or subject to any lien, directly, by operation of law or otherwise, including, but not limited to, execution, levy, garnishment, attachment, pledge, and bankruptcy. Upon any attempt to transfer, assign, pledge, hypothecate, sell or otherwise dispose of any such Award, or of any right or privilege conferred hereby, or upon the levy of any attachment or similar process upon such Award, or upon such right or privilege, such Award or right or privilege, shall immediately become null and void. Nothing in this paragraph, however, affects or limits an eligible Awardee’s ability to waive its right to receive an Award and to designate a charity to receive the Awardee’s share of any Award Pool as set forth in the “Payment of Awards” section above.
No Rights as a Creditor. Amounts shall only be available for payment under the Award Plan if cash distributions are made to the Treem equity holders, and only from amounts that would otherwise have been distributed to equity holders at the time of actual distributions to shareholders on account of their ownership of Treem. Nothing in the Award Plan shall entitle an Awardee (or any other person or entity) to any rights or remedies of a creditor of Treem (or any of its subsidiaries), and any amounts payable under the Award Plan shall not be entitled to any priority or other distribution or liquidation preference over any shares of Treem. Awardees do not acquire property rights in Awards unless or until actually paid.
Audit. Prior to any payment of any Award to an Awardee, Treem shall have the right to access any Awardee Account for purposes of verification of the Awardee Network or related information Treem deems necessary to determine the validity of an Awardee Account, the related Award, and an Awardee’s compliance with this Agreement. You agree to assist Treem and further hereby consent to Treem’s accessing any information deemed necessary for such verification.
Taxes. Treem shall have the right to deduct from all payments under the Award Plan any federal, state, or local taxes required by law to be withheld with respect to such payments, provided, however, in the event that Treem fails to withhold any taxes required by law to be withheld, you shall indemnify Treem for any amount owed with respect to any such taxes, together with any interest, penalty and/or expense related thereto. Notwithstanding the foregoing, to the maximum extent allowed by law, you are responsible for any applicable taxes associated with any payments under the Award Plan, and any such payments will not otherwise be adjusted by Treem. Treem may request forms, including tax forms, or other documents to be reviewed, completed, or filed. The filing of applicable tax documents is the sole responsibility of you, and you agree to indemnify, release, and hold harmless Treem for any tax fees, penalties or other amounts you are charged for failing to file such documentation in a timely manner. The intent of the parties is that the Award Plan is exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, the Award Plan shall be interpreted as exempt therefrom. In no event whatsoever shall Treem be liable for any additional tax, interest or penalty that may be imposed on an Awardee by Code Section 409A or damages for failing to comply with Code Section 409A.
Modification of Award Plan. Notwithstanding any changes to the Terms and Conditions, these Award Plan Terms may be amended or modified by Treem at any time, at Treem’s sole discretion, by posting the updated Award Plan Terms at www.treem.com/awards.pdf. Your rejection of the proposed modifications to the Award Plan Terms will result in a waiver of such your participation in the Award Plan. Unless earlier rejected by you, acceptance of the proposed modifications may be achieved upon the earlier to occur of: (i) acceptance by clicking “I Accept” or other click-through process specified by Treem; or (ii) 11:59pm Pacific time on the [30th] day following posting the updated Award Plan Terms via the Services. If you reject the modifications to the Award Plan, but subsequently opt-in or accept the update in some other manner, the then-current Award Plan Terms shall apply. Treem reserves the right to end the Award Plan at any time on six months' notice.