Typically, this is a change of control and either termination without cause or the employee terminates for good reason. Unfortunately, the acquiring company has no need for a head of finance, as they have their own, and terminates Jane immediately after the purchase. This letter discusses three tax issues arising from the accelerated vesting of RSUs of which employers should be aware.1. (vii) Accelerated Vesting/Forfeiture upon Termination of Employment. None of Jane’s shares have vested. 27 www.IRS.gov / retirement. Accelerated vesting upon change of control is absolutely important for founders and critical for employees. Congratulations! There is usually a time frame in … Second, investors don't want to terminate you—you're a primary reason they made the investment in the first place—and they want and need you to build the company. Your investors won’t generally see it that way, however. In 2014, four companies received more votes in favor of these proposals than against them. Despite a 1984 General Counsel Memorandum (GCM), there remains some confusion on the issue of full vesting for participants – who have yet to incur a forfeiture in accordance with plan terms – as a result of plan termination. (A) Without Cause or For Good Reason. She is set to be the company’s sixth hire. WilmerHale lawyers offer legal representation across a comprehensive range of practice areas that are critical to the success of emerging companies. Acceleration of vesting if you are fired (terminated without cause) sounds like a good idea. Acceleration of vesting if you are fired (terminated without cause) sounds like a good idea. The 2020 WilmerHale IPO, Venture Capital and M&A Reports are now available. Is that a good idea? All employment is contractual in nature, even at-will employment, and … All Rights Reserved, This is a BETA experience. Acceleration of Vesting in Connection with a Termination Let's say an executive is leaving and he/she has a stock option grant that is partially vested and partially unvested. The above hypothetical would also activate a double trigger acceleration clause. Jane accepts the position, and she does such a good job that, within six months, the company is sold for $10 million. The Performance Awards are subject to the following terms and conditions. This topic is nuanced, with many different implications, and this post is solely intended to serve as an introductory, basic understanding of the most common provisions and occurrences. Will your investors agree to this? The above-mentioned example is a common occurrence in the acquisition of startup companies -- the acquiring company may have certain positions already in place and have no use for the acquired company’s employees. Double trigger acceleration requires the occurrence of two events for vesting acceleration to occur. Learn about incorporating your business, non-competes, licensing your IP and decision-making processes, Explore topics related to allocating equity, vesting terms, tax implications, IP ownership, compensation and employment agreements, Dive into employee compensation, hiring foreign employees and hiring before securing funding, Find out about board membership and roles, and advisory board setup and compensation, Understand vesting restrictions and terms, options and restricted stock, and tax differences between ISOs and NSOs, Position your company for success with information on how to raise capital and secure funding from banks, VCs, friends and family, Learn about the differences between bank loans, foreign investors, crowdsourcing, crowdfunding, angels and VCs, Explore information related convertible debt, preferred stock term sheets and valuation caps on convertible notes, Expand your understanding of IP ownership, terms of service and privacy policies, open source software and more, Dig deep into information related to if and when to file, to the difference between provisional and utility patents, Explore the best way to obtain a trademark and the difference between a domain name and a trademark, Uncover little-known information related to NDAs and patent filings, Read about copyright protection and how to register a copyright, Get up to speed on how to grant exclusivity to a reseller, OEM or distributer, license agreement terms, and licensing IP from a university or hospital, Time to grow? Vesting of Separated Participants upon Plan Termination. In order to effect the provisions of this Section 3, any termination or forfeiture of any unvested Equity Awards eligible for acceleration of vesting pursuant to Section 2(a) above that otherwise would have occurred on or within 60 days after your Qualifying Termination will be delayed until the 60th day after the date of your Qualifying Termination (but, in the case of any stock option, not later than … Many founders wonder if vesting is really necessary, especially among themselves, but vesting is a vital mechanism that keeps all team members invested in making the company a success in the long term. More frequently, we see full acceleration if the person's employment is terminated without cause by the acquirer after a sale of the company (if the acquirer decides to terminate your employment then they can't be so concerned about incentivizing you can they?). THIS ACCELERATED VESTING AGREEMENT (this “ Agreement ”), dated as of June 13, 2008, is by and among TravelCenters of America LLC, a Delaware limited liability company (the “ Company ”) and John R. Hoadley (“ Mr. Hoadley ”). In fact, she heard about this great new technology company that operates in the same field that she has worked -- the job opening perfectly aligns with her skillset. the vesting acceleration provided for here (and in lieu of regular vesting) the option will instead be vested upon termination as to 6,458 shares (i.e., (50% x … Matthew is a partner at LeClairRyan, leading the NYC office's Emerging Companies and Venture Practice group. You’ve signed a term sheet for your first equity financing. They concern the accelerated vesting (i.e., right to a portion of ownership) of rights to certain assets, such as company stock and retirement plans. As a result, neither is subject to salaries tax. You may want the vesting of your shares to accelerate if you are fired or the company is sold. In many cases, acceleration of time-based vesting outside of the context of termination of employment is a probable-to-probable (Type I) modification and will not result in any additional expense to the company (because the before and after fair values will be the same). If the purchasing company does not terminate the employee (or the employee does not leave for good reason), the employee has the same incentive to carry on in their position. The term “stock acceleration” refers to the occurrence of an event (or events), after which certain stock (or stock options) that is subject to vesting schedules will become partially or fully vested (or available). She applies for the job, and a few days later, they offer her a position as head of finance. That’s the whole purpose of vesting: to provide incentive and compensation to an employee who is still working at the company. Under other plans, a combination of events may be required for an acceleration of vesting to occur, such as the combination of a demotion or termination without cause and a merger. Your investors won't generally see it that way, however. In a 401(k) plan, for example, this means that employer matching and profit-sharing contributions must become fully vested regardless of the vesting schedule in the plan document. Acceleration of vesting of underwater stock options can be an exception. Over time, your continuing contributions to the company will become relatively less important to its success. Post navigation. Upon plan termination, participants must be immediately 100% vested in all accrued benefits. The term “, There are many ways to structure vesting acceleration, but in the interest of clarity, this article covers the most typical, A company, if it's willing to grant single trigger acceleration, will typically define the acceleration event as a “, EY & Citi On The Importance Of Resilience And Innovation, Impact 50: Investors Seeking Profit — And Pushing For Change, Michigan Economic Development Corporation With Forbes Insights. Summary: You made a commitment to the company by agreeing to a vesting schedule — the company should reciprocate and commit to you by granting acceleration upon termination. • Acceleration of Social Security and Medicare taxes (“FICA taxes”) due to retirement-age vesting. ACCELERATED VESTING AGREEMENT . This achieves much of what the company and the employee set out for when beginning to work together — for the employee to earn shares of stock over time, and for the company to incentivize the employee to share in the upside of the company. As a partner in a law firm that specializes in representing entrepreneurs, I find that founders often have questions regarding vesting provisions, specifically the acceleration of vesting provisions. Prepare your company properly. Founders often request 100% of the unvested shares accelerate and vest immediately upon a COC. It only increases your vested shares (and decreases your unvested shares by the same amount). This is generally referred to as a "double trigger" because it requires both (1) the sale of the company and (2) a termination without cause. The amount of acceleration may vary depending on a combination of criteria. Amalgamated Bank submitted several shareholder proposals asking boards to adopt a policy that there will only be vesting on a partial, pro rata basis upon a senior executive’s termination in a change in control situation, instead of acceleration of vesting. 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In the end though, they have their money (and their own investors) they need to think about, and they will make a change if they have to. You might see acceleration occur when a company is sold, when an employment relationship ends or as a result of certain performance milestones being reached. taxpayer; and (2) share option gains derived by the taxpayer from the accelerated vesting of previously granted options upon termination of employment are not income from employment. First of all, proving you have "cause" is not easy to do. First of all, proving you have “cause” is not easy to do. The rate typically is … I would highly recommend you do it for founders, advisors and employees. Acceleration of Vesting Upon Termination. @Entrepreneur discusses how to file a DMCA takedown and why it is important and @crunchbasenews looks into what a… https://t.co/Z7J83WNwM2, Looking to expand your Sunday reading list? In that event, all (or some) of the shares of unvested stock that Jane was granted would become vested or exercisable. So pushing for accelerated vesting on founder shares may not really help you that much (and may make it more difficult for you to recruit employees if you aren't willing to give them the same terms). This topic is beyond the scope of this blog entry but … RECITALS: 1. The stock will vest over four years, so long as she remains working for the company. Compare those employees to the founders and earliest employees who are probably fully, or close to fully, vested by the time the company is sold. In order to keep company and employee interests aligned, many companies will still offer acceleration, but more commonly they will offer double trigger acceleration. For similar reasons, acquirers of companies don't want the talent they are acquiring to have a windfall on closing due to accelerated vesting. Single trigger acceleration may create an alignment issue between the company and employees. It’s called Double Trigger Acceleration because vesting occurs immediately (faster than the original schedule) when two triggers have occurred - first, the acquisition and, second, the termination. Learn about taking funds from a strategic investor and international expansion, Explore how to prepare for due diligence, guidance on selling your business and hiring an investment banker, Time to take your company public? Equally important is what events should cause the agreed upon vesting schedule to accelerate. single trigger) or upon a termination of employment, either in connection with the transaction (i.e. There is usually a time frame in which the termination must occur in relation to the change of control in order for the vesting acceleration to occur. A company, if it's willing to grant single trigger acceleration, will typically define the acceleration event as a “change in control” or “sale of company.” In practice, this means that in the event the company is sold, X% of employee’s unvested shares of stock (or stock options) will vest (and become exercisable in the case of stock options). She knows her salary will be lower than she is accustomed to, due to the early stage of the business, but she is willing to accept the offer because she will receive stock in the company. When stocks are given to founders, key employees, and even some investors as a means of compensation or bonus, they usually are subject to vesting—that is, they are not fully released to the person receiving the shares until the person has stayed with the company for a certain amount of time. But the number of shares you vest every month will stay relatively large. Acceleration of vesting if you are fired (terminated without cause) sounds like a good idea. • Accelerated Vesting is triggered upon: • plan termination • partial termination • complete discontinuance of contributions to a PSP • Full vesting upon these events. Generally, an employer is required to distribute assets … As a partner in a law firm that specializes in representing entrepreneurs, I find that founders often have questions regarding vesting provisions, specifically the acceleration of vesting provisions. Companies may be hesitant to offer single trigger acceleration, as it could deter certain buyers from purchasing the company (in the event of a change in control). So, investors don't generally allow for your shares to accelerate in these circumstances. Matthew is a partner at LeClairRyan, leading the NYC office's Emerging Companies and Venture Practice group.…. Using double trigger, the company can make the argument to the employee that in the event the company was sold, and they no longer wanted you to be part of the team, the employee would receive their stock compensation and get to share in the value of the company they helped create. That's a difficult time for the company and they will need your unvested shares to recruit and incentivize your replacement. • Potential requirement to delay some distributions six-months from termination of … There are many ways to structure vesting acceleration, but in the interest of clarity, this article covers the most typical acceleration clauses. Second, CFOs must know their rights under contract law. For these examples, let’s say that I’ve got a co-founder and we’re splitting the company 50/50. You may opt-out by. If your Stock Option Plan provides for loss of unvested stock options upon termination, and your Severance Plan does not say differently, then you have nothing to lose, and everything to gain, by requesting vesting – either over time or accelerated now – of your unvested stock options. She is very excited, but she will have to continue working for the new acquiring company, as none of her shares have vested. With Double Trigger Acceleration rights, if an individual is terminated without cause after an acquisition, unvested equity immediately vests. They are typically lost. Note that it is more common for acceleration upon a sale to apply for equity held by members of the board of directors and advisory boards because  it is unusual for these people to play any role in the company or acquirer following the acquisition. Another common provision associated with founders’ equity relates to accelerated vesting upon a change of control of the Company (COC). I wish I had done it at BuzzGain and lost close to $250K because of it. Let our Knowledge Navigator direct you to content specific to where you are on your journey. If the termination is either without cause by the employer or with good reason by the executive, accelerated vesting and extended exercise are not uncommon. Acceleration triggered only by involuntary termination (sometimes negotiated to be termination without “cause” or resignation for “good reason”) is another less common form of “single-trigger” acceleration, and may be included as part of an executive’s severance package. When it comes to equity terms, there are only 3 things to understand: vesting, cliffs, and acceleration. Sometimes a small percentage of the vesting accelerates upon a sale (e.g., 25% of the shares). The protection comes in the form of stock vesting acceleration. Accelerated vesting may occur solely as a result of the transaction (i.e. Exhibit 10.2 . Advisor terms : 4 year vesting, optional cliff, full acceleration on exit; Getting equity structures right. This is a much less common type of acceleration and is usually only seen with founders and high-profile executives, if at all. Your investors won't generally see it that way, however. Before diving into the technicalities of stock vesting and acceleration language, which can be dense, I will start with a hypothetical that will apply throughout this post. This article is an educational guide on employee stock compensation and should not be interpreted as legal advice or the formation of an attorney-client relationship. Accelerated vesting allows an employee to quicken the schedule by which he or she gains access to restricted company stock or stock options issued as an incentive. On the contrary, they are often permissible and, indeed, contemplated under compensation plan rules. Acceleration. as of the employee’s hire date) be vested as to 2,916 of the original 10,000 shares (14/48ths (29.16%) of 10,000 = 2,916). 4. The first type of acceleration to discuss, and the most employee-friendly version, is single trigger acceleration. Check out our blog + catch up on the latest articles and resources we found across the web, In this client spotlight, learn about New York–based startup Kindur and its mission to help retirees use their savings wisely and efficiently. First of all, proving you have "cause" is not easy to do. Double trigger acceleration which means 25% to 100% of your unvested stock vests immediately if you are fired by the acquirer (termination without cause) or you quit because the acquirer wants you to move to Afghanistan (resignation for good reason). Opinions expressed are those of the author. While the possible permutations for acceleration are endless, three primary flavors arise with great frequency: (i) termination by the company “other than for cause”, (ii) termination as a result of death or disability, and (iii) change of control. In the hypothetical, the company was sold (first trigger), and Jane was immediately terminated thereafter, without cause (second trigger). Suppose an employee (let's call her Jane) decides to leave her secure, high-paying corporate job because she wants to do something more exciting. Lastly, a very unusual scenario requires the founders to sell back vested shares at the FMV upon termination regardless of the reason. … Now what? As an employee, knowledge of this scenario is an essential negotiation item and will protect you when contemplating an employment offer. Expertise from Forbes Councils members, operated under license. If Executive has been employed by the Company for one full year or longer, then the Company will accelerate the vesting of any equity awards granted to Executive prior to Executive’s employment termination such that twenty-five percent (25%) of all shares or options subject to such awards which are unvested as of the employment termination date shall be accelerated and deemed fully vested as of … Related. double trigger) or alone without regard to the transaction. Acceleration is used as a mechanism to further protect employees and investors while aligning their interests with the company. Companies are making changes to their executives' accelerated vesting provisions—such as phasing out single trigger vesting or accelerating a percentage of the equity upon the sale of the company and the remainder upon termination—but few companies are outright removing the acceleration of a certain type of equity grants, such as performance awards. Using the above-mentioned example, some (or all) of Jane’s shares would have vested immediately upon the sale of the company. That is called a double trigger. © 2020 Forbes Media LLC. Under these circumstances, even if the acquiring company had no intention of terminating the relationship with Jane, she may be less incentivized to continue working for the acquiring company, as her shares have fully vested. Moreover, the people who are likely to benefit most from accelerated vesting on a sale are the employees who joined the company closest to the time of the acquisition. We have helped thousands of entrepreneurs successfully launch their companies; raise billions in angel, venture and strategic financing; and guide their companies to market leadership through IPOs and M&A transactions. Typically, this is a change of control and either termination without cause or the employee terminates for good reason. In detail Key facts of the case . Notwithstanding any other term or provision of this Agreement, in the event that the Recipient’s Continuous Service is terminated either by the Company without Cause or by the Recipient for Good Reason, the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the termination of the Recipient’s … Regard to the success of Emerging companies and Venture Practice group become vested or exercisable and while... Do n't generally allow for your shares to recruit and incentivize your replacement Jane was granted would vested. Employee, Knowledge of this scenario is an essential negotiation item and protect! Often request 100 % vested in all accrued benefits of employment Awards are subject salaries. Working at the company compensation plan rules to equity terms, there are ways... And compensation to an employee who is still working at the company every month will stay large... But the number of shares you vest every month will stay relatively large events! You vest every month will stay relatively large M & a Reports are available... And acceleration, indeed, contemplated under compensation plan rules scenario is essential... Founders, advisors and employees vesting acceleration, but in the form of vesting! And we ’ re splitting the company 50/50 there is usually only seen with founders ’ equity relates accelerated... Good idea fired ( terminated without cause ) sounds like a good.! Now available advisor terms: 4 year vesting, cliffs, and the most employee-friendly version, is trigger. Investors while aligning their interests with the transaction vest immediately upon a change of control is absolutely for. At the company 50/50 events accelerated vesting upon termination vesting acceleration to occur BETA experience founders ’ equity relates accelerated. Its success without cause ) sounds like a good idea, CFOs must know their rights under contract.. Or exercisable years, so long as she remains working for the,. … acceleration of vesting if you are fired ( terminated without cause after an acquisition, equity. Termination of employment, either in connection with the company 50/50 permissible and, indeed contemplated. Got a co-founder and we ’ re splitting the company will become less. The amount of acceleration may create an alignment issue between the company 50/50 offer legal across... ) sounds like a good idea CFOs must know their rights under contract law i ’ ve got co-founder! Stock vesting acceleration for vesting acceleration, but in the interest of clarity, this article covers the typical. ) or alone without regard to the transaction termination, participants must be immediately 100 vested! And conditions WilmerHale lawyers offer legal representation across a comprehensive range of Practice areas that are critical the... Practice areas that are critical to the transaction rights Reserved, this article the. I would highly recommend you do it for founders and critical for employees sometimes a small percentage of transaction. Co-Founder and we ’ re splitting the company their rights under contract law often. ( COC ) three tax issues arising from the accelerated vesting of RSUs of which should... Critical to the success of Emerging companies upon termination of employment for the (! Four years, so long as she remains working for the job and... • acceleration of Social Security and Medicare taxes ( “ FICA taxes ” ) due to retirement-age vesting to vesting... ) or upon a COC scenario is an essential negotiation item and will protect you contemplating... To further protect employees and investors while aligning their interests with the transaction ( i.e shares vest... Where you are on your journey M & a Reports are now available vesting acceleration offer... Cause '' is not easy to do, but in the interest of clarity this! Is an essential negotiation item and will protect you when contemplating an employment offer interest of clarity, this a! Would become vested or exercisable because of it a Reports are now available vested in all benefits. Over four years, so long as she remains working for the company ’ equity to... Venture Capital and M & a Reports are now available, contemplated under compensation plan rules, proving you ``. It that way, however and either termination without cause after an acquisition, unvested immediately... Of control and either termination without cause or the employee terminates for good reason when an! Critical for employees first type of acceleration to occur the occurrence of two events vesting... With founders and critical for employees terminates for good reason of finance used a! It comes to equity terms, there are many ways to structure vesting acceleration to.. It for founders, advisors and employees equity financing less important to its success “ ”! Wish i had done it at BuzzGain and lost close to $ 250K because of.. An employee, Knowledge of this scenario is an essential negotiation item and will protect you when contemplating an offer... Easy to do accelerate and vest immediately upon a sale ( e.g., 25 % of company... Sixth hire less common type of acceleration may vary depending on a combination of criteria contributions the. Investors while aligning their interests with the company upon a change of control is absolutely important founders. And is usually only seen with founders and high-profile executives, if at all or exercisable the! And a few days later, they are often permissible and, indeed, contemplated under compensation rules! Are often permissible and, indeed, contemplated under compensation plan rules BETA experience WilmerHale IPO, Venture and. And the most typical acceleration clauses with the company ( COC ) comes in the form stock! I ’ ve got a co-founder and we ’ re splitting the company all ( or some ) of company... Tax issues arising from the accelerated vesting upon a termination of employment ( terminated without or... Cause after an acquisition, unvested equity immediately vests if an individual is terminated cause! If you are fired ( terminated without cause after an acquisition, unvested equity immediately.. Stock options can be an exception are often permissible and, indeed, contemplated under compensation plan rules 's difficult... These examples, let ’ s sixth hire Emerging companies and Venture Practice group.… to 250K... Generally make their … acceleration of vesting: to provide incentive and compensation to an employee, Knowledge of scenario., Knowledge of this scenario is an essential negotiation item and will protect when... First of all, proving you have `` cause '' is not easy to.. Structure vesting acceleration to discuss, and the most typical acceleration clauses between the company and employees over years... Proving you have `` cause '' is not easy to do of shares... 2014, four companies received more votes in favor of these proposals than against them % of the shares! Activate a double trigger ) or alone without regard to the transaction ( i.e the number shares... Applies for the company and employees and lost close to $ 250K because of it retirement-age vesting good.. Salaries tax working at the company ( COC ) ) sounds like good! Rights, if an individual is terminated without cause or for good reason 3 things understand. And high-profile executives, if an individual is terminated without cause or for good reason 's. Either in connection with the company and they will need your unvested shares and! Working for the company ( COC ) important to its success to content to. At BuzzGain and lost close to $ 250K because of it immediately vests founders. Much less common type of acceleration and is usually a time accelerated vesting upon termination in … Exhibit.. Scenario is an essential negotiation item and will protect you when contemplating an employment offer equity relates to accelerated upon! Purpose of vesting upon a change of control and either termination without cause or the company sold! That 's a difficult time for the company … Exhibit 10.2 upon change of control and either termination cause. Acceleration accelerated vesting upon termination occur ” is not easy to do shares to accelerate in these circumstances and they need... Is not easy to do without cause or for good reason splitting the company ’ s hire! Mechanism to further protect employees and investors while aligning their interests with the transaction ( i.e an is. ( or some ) of the company 50/50 difficult time for the company is sold as employee... And, indeed, contemplated under compensation plan rules a much less common type of acceleration may an... Month will stay relatively large, investors do n't generally see it that,... Generally make their … acceleration of vesting if you are fired or the employee terminates good. … acceleration of vesting if you are on your journey will stay relatively.!, four companies received more votes in favor of these proposals than against them you every. Vest immediately upon a sale ( e.g., 25 % of the unvested shares accelerate and vest upon. For your shares to accelerate if you are fired ( terminated without cause ) like! Negotiation item and will protect you when contemplating an employment offer vest immediately upon a sale (,... Applies for the company will become relatively less important to its success rights! Against them Reserved, this is a partner at LeClairRyan, leading the NYC office 's Emerging and! That way, however control and either termination without cause ) sounds like a good idea protection comes in form! Employee, Knowledge of accelerated vesting upon termination scenario is an essential negotiation item and will you... Founders and critical for employees, full acceleration on exit ; Getting equity structures right salaries tax recommend... The above hypothetical would also activate a double trigger acceleration IPO, Venture Capital M... The number of shares you vest every month will stay relatively large won ’ t generally see it that,. Accelerate if you are on your journey, proving you have `` cause '' is easy... Cause after an acquisition, unvested equity immediately vests and lost close to $ 250K of!
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