CVNA 2019 Proxy Statement

- 38 - OPTION EXERCISES AND STOCK VESTED OPTION AWARDS STOCK AWARDS (1) NAME NUMBER OF SHARES ACQUIRED ON EXERCISE (#) VALUE REALIZED ON EXERCISE ($) NUMBER OF SHARES ACQUIRED ON VESTING (#) VALUE REALIZED ON VESTING ($) Ernest Garcia III — — — — Mark Jenkins — — 226,384 8,197,217 Benjamin Huston — — 226,384 8,197,217 Ryan Keeton — — 107,624 3,894,768 Daniel Gill — — 144,152 5,186,740 (1) Amounts include restricted stock units and Class B Units. The number of shares and values were determined based on the closing price of Carvana Co.’s Class A common stock on each vesting date and, in the case of Class B Units, the applicable participation thresholds of our B1 Units, B2 Units, B3 Units, and B4 Units (all as defined above in the “Outstanding Equity Awards at 2018 Fiscal Year End” table). POTENTIAL PAYMENTS UPON A CHANGE OF CONTROL As described in “Compensation Discussion and Analysis – Termination, Severance, and Change of Control Benefits” above, we do not have an employment or severance agreement with any of our named executives; however, our NEOs would be entitled to accelerated vesting of certain equity awards under the following conditions, with values listed as of December 31, 2018: NAME CHANGE OF CONTROL ($) (1) INVOLUNTARY TERMINATION WITHOUT CAUSE WITHIN 24 MONTHS OF A CHANGE OF CONTROL ($) (2) Ernest Garcia III — 457,515 Mark Jenkins: 7,079,609 428,926 Benjamin Huston: 4,026,667 428,926 Ryan Keeton: 1,576,953 377,473 Daniel Gill: 6,345,721 377,473 (1) Amounts in this column represent the market value as of December 31, 2018, on a fully exchanged basis, of the Class B Units, described above under “Outstanding Equity Awards at 2018 Fiscal Year End,” that would vest upon a change of control of Carvana Group, as long as the executive’s employment had not been previously terminated and subject to certain escrow demand rights held by a purchaser of control of Carvana Group. The performance-contingent RSUs would also vest on a change of control, but in proportion to the progress made toward positive EBITDA. None of the performance-contingent restricted stock units would be subject to accelerated vesting as of December 31, 2018, because EBITDA as of that date had not progressed beyond the baseline. (2) Amounts in this column represent the market value as of December 31, 2018, of all outstanding time-based RSUs, which would become fully vested if the executive is involuntarily terminated without cause within 24 months of a change of control of Carvana Co. In that event, outstanding unvested stock options would also become fully vested and exercisable, but as of December 31, 2018, the price of Carvana’s Class A common stock did not exceed the strike price of those unvested options.