Common use of Adjustments to Option Purchase Price Clause in Contracts

Adjustments to Option Purchase Price. If the Company or its designee exercises the Purchase Option with respect to any or all of the Incentive Securities of any Management Investor whose employment with the Company was terminated by the Company without Cause (the "Called Shares"), and if within twelve months after the closing pursuant to such exercise of the Purchase Option by the Company or its designee: (A) the Company is merged into, consolidated with or otherwise combined with or acquired by another Person, or there is a liquidation of the Company, or there is a Public Offering (a "Subsequent Offering") of the Company's Common Stock pursuant to an effective registration statement under the Securities Act (other than a Special Registration Statement), and (B) the per share consideration received by the stockholders of the Company in such transaction, or the - 30 - 35 per share net proceeds received for the Company's Common Stock in the Subsequent Offering, as the case may be (in each case after being adjusted downward to reflect what the per share consideration or per share net offering proceeds, as the case may be, would have been had the Shares of such terminated Management Investor purchased by the Company or its designee pursuant to the Purchase Option been outstanding on the date of the closing of such transaction or Subsequent Offering) exceeds the Fair Market Value Price used in calculating the Option Purchase Price with respect to shares of Common Stock pursuant to the exercise of the Purchase Option,

Adjustments to Option Purchase Price. If the Company or its designee another Stockholder, as applicable, exercises the Purchase Option with respect to any or all of the Incentive Securities Shares or Options of any Management Investor Stockholder whose employment with the Company Holdings was terminated by the Company without Cause (the "Called Shares"), and if within twelve six months after the closing pursuant to such exercise of the Purchase Option by the Company or its designee:such other Stockholder (A1) the Company is merged into, consolidated with or otherwise combined with or acquired by another Personperson or entity, or there is a liquidation of the Company, or there is a Public Offering (a "Subsequent Offering") of the Company's Common Stock pursuant to an effective registration statement Registration Statement under the Securities Act in which other Management Stockholders participate as selling stockholders (other than (1) a Special Registration Statementregistration statement on Form S-8 or any successor forms or any other registration statement relating to a special offering to Holdings' employees or (2) a registration statement relating to a Unit Offering (as hereinafter defined), ); and (B2) the per share consideration received by the stockholders of the Company in such transaction, or the - 30 - 35 per share net proceeds received for the Company's Common Stock in the Subsequent Offering, as the case may be (in each case after being adjusted downward to reflect what the per share consideration or per share net offering proceeds, as the case may be, would have been had the Shares of such terminated Management Investor Stockholder purchased by the Company or its designee pursuant to the Purchase Option been outstanding on the date of the closing of such transaction or Subsequent Offering) exceeds exceed the Fair Market Adjusted Book Value Price used in calculating the Option Purchase Price with respect to shares of Common Stock pursuant to the exercise of the Purchase Option,, then such Management Stockholder shall be entitled to receive from the Company or the other Stockholder, as applicable, an amount per share equal to such excess multiplied by the applicable Adjusted Book Value Price percentage within 30 days after the closing of any such transaction or Subsequent Offering; PROVIDED, HOWEVER, that in the case of a Subsequent Offering in which such Management Stockholder would have been entitled to sell fewer than the number of shares equal to the Purchase Number multiplied by the applicable Adjusted Book Value Price percentage based upon the rights and restrictions in Section 6 hereof, the amount of any payment under this provision shall be proportionately reduced to reflect the number of shares the Management Stockholder would have been entitled to sell in the Subsequent Offering.

Adjustments to Option Purchase Price. If the Company or its designee exercises the Purchase Option with respect to any or all of the Incentive Securities Common Stock of any Management Investor whose employment with the Company was terminated by the Company without Cause (the "Called Shares"), and if within twelve months after the closing pursuant to such exercise of the Purchase Option by the Company or its designee: (A) the Company is merged into, consolidated with or otherwise combined with or acquired by another Personperson or entity, or there is a liquidation of the Company, or there is a Public Offering (a "Subsequent Offering") of the Company's Common Stock pursuant to an effective registration statement under the Securities Act in which other Management Investors participate as selling stockholders (other than (1) a Special Registration StatementStatement (as hereinafter defined) or (2) a registration statement relating to a Unit Offering (as hereinafter defined)), and (B) the per share consideration received by the stockholders holders of the Company Common Stock in such transaction, or the - 30 - 35 per share net proceeds received by the Management Investors for the Company's Common Stock in the Subsequent Offering, as the case may be (in each case after being adjusted downward to reflect what the per share consideration or per share net offering proceeds, as the case may be, would have been had the Shares of such terminated Management Investor purchased by the Company or its designee pursuant to the Purchase Option been outstanding on the date of the closing of such transaction or Subsequent Offering) exceeds the Fair Market Value Repurchase Price for shares of Common Stock used in calculating the Option Purchase Price with respect to shares of Common Stock pursuant to the exercise of the Purchase Option,, then such Management Investor shall be entitled to receive from the Company or its designee an amount per share equal to such excess multiplied by the applicable Repurchase Price Percentage (as hereinafter defined) within 30 days after the closing of any such transaction or Subsequent Offering. As used herein:

Adjustments to Option Purchase Price. If the Company ------------------------------------ or its designee exercises the Purchase Option with respect to any or all of the Incentive Securities Shares of any Management Investor whose employment with the Company was terminated by the Company without Cause (the "Called Shares"), and if within twelve ------------- six months after the closing pursuant to such exercise of the Purchase Option by the Company or its designee: (A) the Company is merged into, consolidated with or otherwise combined with or acquired by another Person, or there is a liquidation of the Company, or there is a Public Offering (a "Subsequent Offering") of the ------------------- Company's Common Stock pursuant to an effective registration statement under the Securities Act in which other Management Investors participate as selling stockholders (other than (1) a Special Registration Statementregistration statement on Form S-8 or any successor forms or any other registration statement relating to a special offering to the Company's employees or (2) a registration statement relating to a Unit Offering), ; and (B) the per share consideration received by the stockholders of the Company in such transaction, or the - 30 - 35 per share net proceeds received for the Company's Common Stock in the Subsequent Offering, as the case may be (in each case after being adjusted downward to reflect what the per share consideration or per share net offering proceeds, as the case may be, would have been had the Shares Common Stock of such terminated Management Investor purchased by the Company or its designee pursuant to the Purchase Option been outstanding on the date of the closing of such transaction or Subsequent Offering) ), exceeds the Fair Market Adjusted Book Value Price used in calculating the Option Purchase Price with respect to shares of Common Stock pursuant to the exercise of the Purchase Option,, then such Management Investor shall be entitled to receive from the Company or its designee an amount per Called Share equal to such excess multiplied by the applicable Adjusted Book Value Price Percentage within 30 days after the closing of any such transaction or Subsequent Offering. "Adjusted Book Value Price ------------------------- Percentage" means 20% multiplied by the number of full years elapsed between the ---------- Effective Time of the Merger and the Termination Date for such Management Investor.

Adjustments to Option Purchase Price. If the Company or its designee another Stockholder, as applicable, exercises the Purchase Option with respect to any or all of the Incentive Securities Shares or Options of any Management Investor Stockholder whose employment with the Company was terminated by the Company without Cause (the "Called Shares"Shares H), and if within twelve six months after the closing pursuant to such exercise of the Purchase Option by the Company or its designee:such other Stockholder (A1) the Company is merged into, consolidated with or otherwise combined with or acquired by another Personperson or entity, or there is a liquidation of the Company, or there is a Public Offering (a "Subsequent Offering") of the Company's Common Stock pursuant to an effective registration statement Registration Statement under the Securities Act in which other Management Stockholders participate as selling stockholders (other than (1) a Special Registration Statementregistration statement on Form S-8 or any successor forms or any other registration statement relating to a special offering to Holdings' employees or (2) a registration statement relating to a Unit Offering (as hereinafter defined), ); and (B2) the per share consideration received by the stockholders of the Company in such transaction, or the - 30 - 35 per share net proceeds Proceeds received for the Company's Common Stock in the Subsequent Offering, as the case may be (in each case after being adjusted downward to reflect what the per share consideration or per share net offering proceeds, as the case may be, would have been had the Shares of such terminated Management Investor Stockholder purchased by the Company or its designee pursuant to the Purchase Option 55 been outstanding on the date of the closing of such transaction or Subsequent Offering) exceeds exceed the Fair Market Adjusted Book Value Price used in calculating the Option Purchase Price with respect to shares of Common Stock pursuant to the exercise of the Purchase Option,, then such Management Stockholder shall be entitled to receive from the Company or the other Stockholder, as applicable, an amount per share equal to such excess multiplied by the applicable Adjusted Book Value Price percentage within 30 days after the closing of any such transaction or Subsequent Offering; provided, however, that in the case of a Subsequent Offering in which such Management Stockholder would have been entitled to sell fewer than the number of shares equal to the Purchase Number multiplied by the applicable Adjusted Book Value Price percentage based upon the rights and restrictions in Section 6 hereof, the amount of any payment under this provision shall be proportionately reduced to reflect the number of shares the Management Stockholder would have been entitled to sell in the Subsequent Offering.

Adjustments to Option Purchase Price. If the Company or ------------------------------------ its designee exercises the Purchase Option with respect to any or all of the Incentive Securities of any Management Investor whose employment with the Company was terminated by the Company without Cause (the "Called Shares"), and if within twelve months after the closing pursuant to such exercise of the Purchase Option by the Company or its designee: (A) the Company is merged into, consolidated with or otherwise combined with or acquired by another Personperson or entity, or there is a liquidation of the Company, or there is a Public Offering (a "Subsequent Offering") of the Company's Common Stock pursuant to an effective registration statement under the Securities Act in which other Management Investors participate as selling stockholders (other than (1) a Special Registration StatementStatement (as hereinafter defined) or (2) a registration statement relating to a Unit Offering (as hereinafter defined)), and (B) the per share consideration received by the stockholders of the Company in such transaction, or the - 30 - 35 per share net proceeds received by the Management Investors for the Company's Common Stock in the Subsequent Offering, as the case may be (in each case after being adjusted downward to reflect what the per share consideration or per share net offering proceeds, as the case may be, would have been had the Shares Incentive Securities of such terminated Management Investor purchased by the Company or its designee pursuant to the Purchase Option been outstanding on the date of the closing of such transaction or Subsequent Offering) exceeds the Fair Market Value Adjusted Net Earnings Cost Price used in calculating the Option Purchase Price with respect to shares of Common Stock pursuant to the exercise of the Purchase Option,, then such Management Investor shall be entitled to receive from the Company or its designee an amount per share sold to the Company upon the exercise of the Purchase Option equal to such excess multiplied by the applicable Adjusted Net Earnings Cost Price Percentage (as hereinafter defined), determined as of the date of the termination of such Management Investor, within 30 days after the closing of any such transaction or Subsequent Offering. As used herein:

Adjustments to Option Purchase Price. If the Company or its designee exercises the Purchase Option with respect to any or all of the Incentive Securities Shares of any Management Investor whose employment with the Company was terminated by the Company without Cause (the "Called Shares"), and if within twelve six months after the closing pursuant to such exercise of the Purchase Option by the Company or its designee: (A) the Company is merged into, consolidated with or otherwise combined with or acquired by another Person, or there is a liquidation of the Company, or there is a Public Offering (a "Subsequent Offering") of the Company's Common Stock pursuant to an effective registration statement under the Securities Act in which other Management Investors participate as selling stockholders (other than (1) a Special Registration Statementregistration statement on Form S-8 or any successor forms or any other registration statement relating to a special offering to the Company's employees or (2) a registration statement relating to a Unit Offering), ; and (B) the per share consideration received by the stockholders of the Company in such transaction, or the - 30 - 35 per share net proceeds received for the Company's Common Stock in the Subsequent Offering, as the case may be (in each case after being adjusted downward to reflect what the per share consideration or per share net offering proceeds, as the case may be, would have been had the Shares Common Stock of such terminated Management Investor purchased by the Company or its designee pursuant to the Purchase Option been outstanding on the date of the closing of such transaction or Subsequent Offering) ), exceeds the Fair Market Value Price used in calculating the Option Purchase Price with respect to shares of Common Stock pursuant to the exercise of the Purchase Option,, then