equal number of Class B Shares), which become vested as follows: for Mr. Miller and Ms. Sellari, the interests will vest on
September 22, 2014 and for Mr. Schwab, these interests will vest on the first five anniversaries of the grant date, in each case
subject to the holder’s continued employment.
(3)
The market value is determined by multiplying the value of the applicable class of units as of December 31, 2013, as determined
in accordance with JGWPT Holdings, LLC’s annual valuation process, by the number of units of the applicable class.
401(k) Plan
The JGWPT Holdings 401(k) Plan provides substantially all employees with the ability to make pre- or post-tax retirement
contributions in accordance with applicable IRS limits. Matching contributions are provided in an amount equal to 50% of an
employee’s contributions up to the first 8% contributed by the employee.
Potential Payments Upon Termination or Change in Control
Please refer to the section entitled “Employment Agreements with Named Executive Officers,” above, for a description of
severance payments and benefits to be provided to our named executive officers in connection with certain qualifying terminations of
their employment.
REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PARTIES
All related party transactions are reviewed and, as appropriate, may be approved or ratified by the Board of Directors. If a director
is involved in the transaction, he may not participate in any review, approval or ratification of such transaction. Related party
transactions are approved by the Board of Directors only if, based on all of the facts and circumstances, they are in, or not inconsistent
with, the best interests of the Company and the best interests of our stockholders, as the Board of Directors determines in good faith.
The Board of Directors takes into account, among other factors it deems appropriate, whether the transaction is on terms generally
available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the
transaction. The Board of Directors may also impose such conditions as it deems necessary and appropriate on the Company or the
related party in connection with the transaction.
In the case of a transaction presented to the Board of Directors for ratification, the Board of Directors may ratify the transaction or
determine whether rescission of the transaction is appropriate.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We or our affiliates have engaged in the following transactions with our directors, executive officers and holders of more than 5%
of our voting securities on an as-converted to Class A Share basis, and affiliates of our directors, executive officers and holders of
more than 5% of our voting securities.
Operating Agreement of JGWPT Holdings, LLC
Reorganization.
On November 13, 2013, JGWPT Holdings, LLC merged with and into a newly formed subsidiary of the
Company, with the newly formed subsidiary surviving the merger. Pursuant to the merger, the surviving, newly formed subsidiary
changed its name to JGWPT Holdings, LLC. As a result of this reorganization, the Company operates its business through JGWPT
Holdings, LLC and its consolidated subsidiaries. The operations of JGWPT Holdings, LLC, and the rights and obligations of the
holders of Common Interests in JGWPT Holdings, LLC are set forth in the operating agreement of JGWPT Holdings, LLC. The
following description of the JGWPT Holdings, LLC operating agreement is not complete and is qualified by reference to the full text
of the agreement.
Governance
. The Company serves as the sole managing member of JGWPT Holdings, LLC. As such, the Company controls its
business and affairs and is responsible for the management of its business. No members of JGWPT Holdings, LLC, in their capacity as
such, have any authority or right to control the management of JGWPT Holdings, LLC or to bind it in connection with any matter.
Rights of Members
. JGWPT Holdings, LLC has issued Common Interests to the Company and to other persons including the JLL
Holders and PGHI Corp. Each Common Interest entitles the holder to equal economic rights but carries no voting rights, except for the
right to approve certain amendments to the operating agreement of JGWPT
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