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, a full value award). Sample "Profits Interest" Clause for LLC Operating Agreement .Your profits interest award agreement. The Partnership does not guarantee the tax treatment of any profits interest grant. Sec. (a) Issuance. An S corporation cannot grant a profits interest without terminating its S election because a profits interest is a "second class of stock". Before termination, the employee held a profits interest in the management company that was fully vested but subject to complete forfeiture.