Common use of Call by the Company Clause in Contracts

Call by the Company. (a) If the employment of a Management Investor by the Company or any of its Subsidiaries shall terminate (a "Call Event") for any reason prior to ---------- the earlier to occur of (i) the initial Public Offering or (ii) a Change of Control, then the Company shall have the right to purchase (the "Call Option"), ----------- by delivery of a written notice (the "Call Notice") to such terminated Manage- ----------- ment Investor no later than ninety (90) days after the date of such Call Event, and such Management Investor and such Management Investor's Permitted Transferees (the "Call Group") shall be required to sell all (but not less than ---------- all) of the Shares and Vested Stock Options which are owned by the members of the Call Group on the date of such Call Event (collectively, the "Call ---- Securities") at a price per share equal to the Call Price (as defined in Section ---------- 2.2(b) below) of such Shares as of the date the Call Notice is delivered; provided however that this Section 2.2 shall not apply to Xxxx X. Xxxxxxx. (b) For purposes of this Section 2.2, the term "Call Price" shall ---------- mean (1) with respect to shares of Common Stock, (i) in the event of a termination of a Management Investor without Cause or by reason of death or Disability or by such Management Investor upon Company Breach or Retirement, the Fair Market Value of such shares of Common Stock; and (ii) in the event of a termination of a Management Investor for Cause, in the event of the Voluntary Termination by a Management Investor, or in the event of a termination for any reason other than those expressly provided in subparagraph (i) above, the lower of (x) the Investment Price of such shares of Common Stock or (y) the Fair Market Value of such shares of Common Stock; and (iii) with respect to any Vested Stock Option, the difference between (x) the Call Price, as determined above, payable in respect of shares of Common Stock minus (y) the exercise price of such Vested Stock Option. (c) The closing of any purchase of Call Securities by the Company pursuant to paragraph 2.2(a) shall take place at the principal office of the Company no later than the 180th day after the Call Event. At such closing, the Company shall deliver to the Call Group consideration in an amount equal to the aggregate Call Price payable in respect of such Call Securities, against delivery of (i) original stock certificates and stock powers duly endorsed in favor of the Company representing the Call Securities and (ii) the delivery of an executed agreement, in form reasonably satisfactory to the Company, evidencing the cancellation of any Vested Stock Options. The Company, at its option, may pay the consideration for such Call Securities in the form of company check or wire transfer, provided, however, -------- ------- that if at the time of such closing, the Company is then prohibited from redeeming with immediately available funds all or a portion of the Call Securities pursuant to the terms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Company may deliver a promissory note bearing interest at the applicable federal rate and with a maturity date not later than five years from the date of issuance thereof with respect to the Call Price or the portion thereof not able to be paid in immediately available funds, and such promissory note shall require the Company to make prepayments on the principal amount thereof when and if permitted by the Company's credit facilities from time to time. All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (d) Notwithstanding anything set forth in this Section 2.2 to the contrary, prior to the exercise by the Company of its Call Option to purchase Call Securities pursuant to this Section 2.2, one or more new or existing employees of the Company or any Subsidiary may be designated by the Board of Directors of the Company (individually a "Designated Employee" and collectively, ------------------- "Designated Employees") who shall have the right, but not the obligation, to -------------------- exercise the Call Option and to acquire, in lieu of the Company, some or all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, on the same terms and conditions as set forth in Section 2.2(c) which apply to the repurchase of Call Securities by the Company, except that the Designated Employees shall not be entitled to deliver a promissory note for all or any portion of the Call Price. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement, whereupon such Designated Employee shall be deemed a "Management Investor" and shall have the same rights and be bound by the same obligations as the other Management Investors hereunder. (e) If neither the Company nor any Designated Employee elects to exercise the Call Option and deliver a Call Notice within 90 days of a Call Event, then the Call Option provided in this Section 2.2 shall terminate but the Management Investor and his Permitted Transferees shall continue to hold such Call Securities pursuant to all of the other provisions of this Agreement and other applicable agreements (including without limitation, any restrictions on the vesting of stock options).

Call by the Company. (ai) If the employment of a Management Investor by Holder with the Company or and any of its Subsidiaries shall terminate (a "Call Event") for any reason prior reason, then, subject to ---------- the earlier to occur of (i) the initial Public Offering or (ii) a Change of ControlSection 2.5(a)(ii), then the Company shall have the right to purchase (the "Call Option"), ----------- by delivery of a written notice (the "Call Notice") to such terminated Manage- ----------- ment Investor Management Holder (with a copy thereof to the JWC Representative) no later than ninety (90) 30 days after the date of such the Call EventEvent (the "Company Call Period"), and such Management Investor Holder and such Management InvestorHolder's direct and indirect Permitted Transferees (the a "Call Group") shall be required to sell any and all (but not less than ---------- all) of the Shares and Vested Stock Options which Subject Securities that are owned by the members of the such Call Group on the date of such the Call Event (collectively, such Subject Securities to be purchased hereunder being referred to collectively as the "Call ---- Securities") at at, except as otherwise provided in Section 2.5(a)(ii) hereof, a price per share equal to the greater of (I) the Call Price (as defined in Section ---------- 2.2(b) below) of such Shares Call Securities as of the date of the Call Notice is delivered; provided however that Event and (II) the Cost Price of such Call Securities. (ii) Notwithstanding anything set forth in this Section 2.2 2.5 to the contrary, in the event a Management Holder resigns, other than upon death or disability, without Good Reason from his employment with the Company and its Subsidiaries, or his employment is terminated for Cause by the Company and its Subsidiaries, then the purchase price per share payable for the Call Securities shall not apply be an amount equal to Xxxx X. Xxxxxxxthe Cost Price of such Call Securities; provided, however, that if a Management Holder resigns six or more years from the issuance of the Call Securities (or Common Stock Equivalents that were converted or exercised into such Call Securities), then the purchase price per share payable for the Call Securities shall equal the greater of (I) the Call Price of such Call Securities as of the date of the Call Event and (II) the Cost Price of such Call Securities. (b) For purposes of this Section 2.2, the term "Call Price" shall ---------- mean (1) with respect to shares of Common Stock, (i) in the event of a termination of a Management Investor without Cause or by reason of death or Disability or by such Management Investor upon Company Breach or Retirement, the Fair Market Value of such shares of Common Stock; and (ii) in the event of a termination of a Management Investor for Cause, in the event of the Voluntary Termination by a Management Investor, or in the event of a termination for any reason other than those expressly provided in subparagraph (i) above, the lower of (x) the Investment Price of such shares of Common Stock or (y) the Fair Market Value of such shares of Common Stock; and (iii) with respect to any Vested Stock Option, the difference between (x) the Call Price, as determined above, payable in respect of shares of Common Stock minus (y) the exercise price of such Vested Stock Option. (c) The closing of any purchase of Call Securities by the Company from a Call Group pursuant to paragraph 2.2(a) this Section 2.5 shall take place at the principal office of the Company no later than the 180th day on such date within 15 days after the expiration of the Company Call EventPeriod with respect to such Call Group as the Company shall specify to the members of such Call Group in writing. At such closing, the Company members of the Call Group shall deliver to the Company, against payment by the Company of the purchase price for the Call Group consideration Securities in an amount equal cash (by delivery of a certified check or checks payable to the aggregate respective members of the Call Price payable in Group, as the case may be), certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect of such to, the Call Securities, against delivery free and clear of all Liens (i) original stock certificates and stock powers duly endorsed in favor of the Company representing the Call Securities and (ii) the delivery of an executed agreementother than pursuant to securities laws, in form reasonably satisfactory to the Company, evidencing the cancellation of any Vested Stock Options. The Company, at its option, may pay the consideration for such Call Securities in the form of company check or wire transfer, provided, however, -------- ------- that if at the time of such closing, the Company is then prohibited from redeeming with immediately available funds all this Agreement or a portion of the Call Securities pursuant to the terms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Company may deliver a promissory note bearing interest at the applicable federal rate and with a maturity date not later than five years from the date of issuance thereof with respect to the Call Price or the portion thereof not able to be paid in immediately available funds, and such promissory note shall require the Company to make prepayments on the principal amount thereof when and if permitted by the Company's credit facilities from time to timeStock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (dc) Notwithstanding anything set forth in this Section 2.2 2.5 to the contrary, prior to the exercise by the Company of its Call Option to purchase Call Securities pursuant to this Section 2.22.5, one or more new prospective or existing employees of the Company or any Subsidiary may be designated by the Board of Directors of the Company (individually individually, a "Designated Employee" and and, collectively, ------------------- "Designated Employees") who shall have the right, but not the obligation, to -------------------- exercise the Call Option and to acquire, in lieu of the Company, some or all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, for cash and otherwise on the same terms and conditions as set forth in Section 2.2(c2.5(b) which apply to the repurchase of Call Securities by the Company, except that the Designated Employees shall not be entitled to deliver a promissory note for all or any portion of the Call Price. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement, Agreement whereupon such Designated Employee shall be deemed a "Management InvestorHolder" and shall have the same rights and be bound by the same obligations as the other Management Investors Holders hereunder. Payment under this Section 2.5(c) and under Section 2.5(d) below shall be made by a certified check or checks payable to the respective members of the Call Group, in an amount equal to the purchase price for such Call Securities under Section 2.5(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (ed) If and to the extent neither the Company nor any Designated Employee elects to exercise the Call Option and deliver a Call Notice within 90 days prior to the expiration of the Company Call Period with respect to such Management Holder, then the JWC Holders and the Halifax Holders, pro rata in accordance with the respective Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d), may exercise the Call Option in lieu of the Company and such Designated Employee by delivery of a Call EventNotice to such terminated Management Holder within the Company Call Period. The closing of any purchase of Call Securities by such JWC Holders and the Halifax Holders shall take place at the principal offices of the Company on such date within 15 days after the expiration of the Company Call Period with respect to such Management Holder as the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d) shall specify to the members of such Call Group in writing, provided that if any such JWC Holder or Halifax Holder fails to purchase all or a portion of the number of Call Securities which such JWC Holder or Halifax Holder may purchase pursuant to this Section 2.5(d), then the other JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d) shall be entitled to purchase such Call Securities (pro rata based upon their respective Common Stock Equivalents at the time held, or as otherwise agreed, by such JWC Holders and the Halifax Holders). (e) If and to the extent none of the Company, any Designated Employees, any JWC Holders or any Halifax Holder elects to exercise the Call Option and deliver a Call Notice within the Company Call Period or if the closing of the purchase of all Call Securities does not occur within 15 days after the expiration of the Company Call Period, then the Call Option provided for in this Section 2.2 2.5 shall terminate with respect to such Subject Securities not so purchased under this Section, but the Management Investor and his Permitted Transferees parties hereto shall continue to hold such Call Securities pursuant to all of be bound by the other remaining provisions of this Agreement Agreement. (f) Notwithstanding the foregoing with respect to any shares of Common Stock which, as of the date of the purchase and other applicable agreements sale pursuant to this Call Option, (including without limitationi) were purchased as the result of the exercise of a stock option and (ii) have not been owned by the Call Group for at least 180 days ("Unmatured Shares"), any restrictions on the vesting closing with respect to such Unmatured Shares shall be delayed until a date no later than the 10th day after the 180th day following the acquisition by the Call Group of stock options)such Unmatured Shares and the purchase price for such Unmatured Shares will be determined at the time of such delayed closing.

Call by the Company. (a) If the employment of a Management Investor Stockholder by the Company or any of its Subsidiaries shall terminate (a "Call Event") for any reason prior to ---------- the earlier to occur of (i) three (3) years from the initial Public Offering date hereof or (ii) a Change the completion of Controlthe Company's initial Public Offering, then the Company shall have the right to purchase (the "Call Option"), ----------- by delivery of a written notice (the "Call Notice") to such terminated Manage- ----------- ment Investor Management Stockholder no later than ninety (90) days after the date of such Call Event, and such Management Investor Stockholder and such Management InvestorStockholder's Permitted Transferees (the "Call Group") shall be required to sell all (but not less than ---------- all) of the Shares and Vested Stock Options which are owned by the members of the Call Group on the date of such Call Event (collectively, the "Call ---- Securities") at a price per share equal to the Call Price (as defined in Section ---------- 2.2(b2.2(c) below) of applicable to such Shares as of the date the Call Notice is delivered; provided however that this Section 2.2 shall not apply to Xxxx X. XxxxxxxShares. (b) For purposes of this Section 2.2, the term "Call Price" shall ---------- mean (1) with respect to shares of Common Stock, (i) in the event of a termination of a Management Investor without Cause or by reason of death or Disability or by such Management Investor upon Company Breach or Retirement, the Fair Market Value of such shares of Common Stock; and (ii) in the event of a termination of a Management Investor for Cause, in the event of the Voluntary Termination by a Management Investor, or in the event of a termination for any reason other than those expressly provided in subparagraph (i) above, the lower of (x) the Investment Price of such shares of Common Stock or (y) the Fair Market Value of such shares of Common Stock; and (iii) with respect to any Vested Stock Option, the difference between (x) the Call Price, as determined above, payable in respect of shares of Common Stock minus (y) the exercise price of such Vested Stock Option. (c) The closing of any purchase of Call Securities by the Company pursuant to paragraph 2.2(a) shall take place at the principal office of the Company no later than the 180th day after the Call Event. At such closing, the Company shall deliver to the Call Group consideration in an amount equal to the aggregate Call Price payable in respect of such Call Securities, against delivery of (i) original stock certificates and stock powers duly endorsed in favor of the Company representing the Call Securities and (ii) the delivery of an executed agreement, in form reasonably satisfactory to the Company, evidencing the cancellation of any Vested Stock Options. The Company, at its option, may pay the consideration for such Call Securities in the form of company check or wire transfer, provided, however, -------- ------- that if at the time of such closing, the Company is then prohibited from redeeming with immediately available funds all or a portion of the Call Securities pursuant to the terms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Company may deliver a promissory note bearing interest at the applicable federal rate and with a maturity date not later than five years from the date of issuance thereof with respect to the Call Price or the portion thereof not able to be paid in immediately available funds, and such promissory note shall require the Company to make prepayments on the principal amount thereof when and if permitted by the Company's credit facilities from time to time. All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (d) Notwithstanding anything set forth in this Section 2.2 to the contrary, prior to the exercise of the Call Option by the Company of Company, the Board may, in its sole discretion, elect to assign the Company's right to exercise the Call Option to purchase all, but not less than all, of the Call Securities to the Stockholders. If the Board so elects, the Company shall give notice of such assignment to each Stockholder (the "Call Assignment Notice"), indicating the number of Call Securities each such Stockholder is entitled to purchase (including the right to over-allotment of Call Securities, if any), the Call Price applicable to such Shares and the date of the closing of such purchase under this Section 2.2. Within five (5) days of the Call Assignment Notice, those Stockholders who intend to purchase Call Securities pursuant to this Section 2.2(b) (the "Call Securities Electing Stockholders"), shall notify the Company in writing of such intention, indicating the number of Call Securities (including over-allotments, if any) they intend to purchase. The right to purchase such Call Securities shall be allocated to the Stockholders pro rata (based on the number of Shares each Stockholder (together with each such Stockholder's Permitted Transferees) owns in relation to the total number of Shares owned by all of the Stockholders); PROVIDED, HOWEVER, that if any Stockholder does not elect to purchase the number of Call Securities which such Stockholder (and its Permitted Transferees) may purchase pursuant to this Section 2.2(b), then the Call Securities Electing Stockholders (and their Permitted Transferees) may elect to purchase the remaining Call Securities. The right to purchase the remaining Call Securities shall be allocated to the Call Securities Electing Stockholders pro rata (based on the number of Shares each Call Securities Electing Stockholder (together with their Permitted Transferees) owns in relation to the total number of Shares owned by all of the Call Securities Electing Stockholders). (c) For purposes of this Section 2.2, one the term "Call Price" shall mean (i) if the employment of the Management Stockholder is terminated for Cause or more new if such Management Stockholder voluntarily terminates his or existing employees of her employment with the Company or any Subsidiary may be designated one of its Subsidiaries, (A) for Shares held as of the date hereof, the price per Share paid by the Board of Directors Lee Group Stockholders pursuant to the Recapitalization Agreement, and (B) for Shares acquired after the date hereof, the purchase price thereof; and (ii) if the employment of the Management Stockholder is not terminated for Cause and the Management Stockholder did not voluntarily terminate his or her employment with the Company (individually a "Designated Employee" and collectivelyor one of its Subsidiaries, ------------------- "Designated Employees") who shall have the right, but not the obligation, to -------------------- exercise the Call Option and to acquire, in lieu of the Company, some or all fair market value (as determined by the CompanyBoard) of the Shares; PROVIDED, HOWEVER, that for purposes of this subsection (ii), for a period of twelve (12) months from the date hereof, the term "fair market value" shall mean the Call Securities that Price as if determined under clause (i) of this paragraph. If the Management Stockholder objects to the fair market value of the Shares as determined by the Board as provided in subsection (ii) above, the fair market value for the Shares shall be as determined by an independent appraiser selected by the Company is entitled to purchase from the Call Group hereunder, on the same terms and conditions as set forth in Section 2.2(c) which apply reasonably acceptable to the repurchase Management Stockholder. All costs of Call Securities any appraisal under this section shall be paid by the Company, except that the Designated Employees shall not be entitled to deliver a promissory note for all or any portion of the Call Price. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement, whereupon such Designated Employee shall be deemed a "Management Investor" and shall have the same rights and be bound by the same obligations as the other Management Investors hereunder. (e) If neither the Company nor any Designated Employee elects to exercise the Call Option and deliver a Call Notice within 90 days of a Call Event, then the Call Option provided in this Section 2.2 shall terminate but the Management Investor and his Permitted Transferees shall continue to hold such Call Securities pursuant to all of the other provisions of this Agreement and other applicable agreements (including without limitation, any restrictions on the vesting of stock options).

Call by the Company. (a) If the employment of a Management Investor Stockholder other than Xxxxxxx Xxxxxxxx by the Company or any of its Subsidiaries shall terminate for Cause (as such term is defined in such Management Stockholder's employment agreement with the Company or in the case of Xxxx X. Xxxxxxxx, as defined in the Amended and Restated Employment Agreement between the Company and Xxxxxxx Xxxxxxxx) (a "Call Event") for any reason prior to ---------- the earlier to occur of (i) three (3) years from the initial Public Offering date hereof or (ii) a Change the completion of Controlthe Company's initial Public Offering, then the Company shall have the right to purchase (the "Call Option"), ----------- by delivery of a written notice (the "Call Notice") to such terminated Manage- ----------- ment Investor Management Stockholder no later than ninety (90) days after the date of such Call Event, and such Management Investor Stockholder and such Management InvestorStockholder's Permitted Transferees (the "Call Group") shall be required to sell all (but not less than ---------- all) of the Shares and Vested Stock Options which are owned by the members of the Call Group on the date of such Call Event (collectively, the "Call ---- Securities") at a price per share equal to the Call Price (as defined in Section ---------- 2.2(b2.2(c) below) of applicable to such Shares as of the date the Call Notice is delivered; provided however that this Section 2.2 shall not apply to Xxxx X. XxxxxxxShares. (b) For purposes of this Section 2.2, the term "Call Price" shall ---------- mean (1) with respect to shares of Common Stock, (i) in the event of a termination of a Management Investor without Cause or by reason of death or Disability or by such Management Investor upon Company Breach or Retirement, the Fair Market Value of such shares of Common Stock; and (ii) in the event of a termination of a Management Investor for Cause, in the event of the Voluntary Termination by a Management Investor, or in the event of a termination for any reason other than those expressly provided in subparagraph (i) above, the lower of (x) the Investment Price of such shares of Common Stock or (y) the Fair Market Value of such shares of Common Stock; and (iii) with respect to any Vested Stock Option, the difference between (x) the Call Price, as determined above, payable in respect of shares of Common Stock minus (y) the exercise price of such Vested Stock Option. (c) The closing of any purchase of Call Securities by the Company pursuant to paragraph 2.2(a) shall take place at the principal office of the Company no later than the 180th day after the Call Event. At such closing, the Company shall deliver to the Call Group consideration in an amount equal to the aggregate Call Price payable in respect of such Call Securities, against delivery of (i) original stock certificates and stock powers duly endorsed in favor of the Company representing the Call Securities and (ii) the delivery of an executed agreement, in form reasonably satisfactory to the Company, evidencing the cancellation of any Vested Stock Options. The Company, at its option, may pay the consideration for such Call Securities in the form of company check or wire transfer, provided, however, -------- ------- that if at the time of such closing, the Company is then prohibited from redeeming with immediately available funds all or a portion of the Call Securities pursuant to the terms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Company may deliver a promissory note bearing interest at the applicable federal rate and with a maturity date not later than five years from the date of issuance thereof with respect to the Call Price or the portion thereof not able to be paid in immediately available funds, and such promissory note shall require the Company to make prepayments on the principal amount thereof when and if permitted by the Company's credit facilities from time to time. All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (d) Notwithstanding anything set forth in this Section 2.2 to the contrary, prior to the exercise of the Call Option by the Company of Company, the Board may, in its sole discretion, elect to assign the Company's right to exercise the Call Option to purchase all, but not less than all, of the Call Securities to the Stockholders. If the Board so elects, the Company shall give notice of such assignment to each Stockholder (the "Call Assignment Notice"), indicating the number of Call Securities each such Stockholder is entitled to purchase (including the right to over-allotment of Call Securities, if any), the Call Price applicable to such Shares and the date of the closing of such purchase under this Section 2.2. Within five (5) days of the Call Assignment Notice, those Stockholders who intend to purchase Call Securities pursuant to this Section 2.22.2(b) (the "Call Securities Electing Stockholders"), one or more new or existing employees shall notify the Company in writing of such intention, indicating the number of Call Securities (including over-allotments, if any) they intend to purchase. The right to purchase such Call Securities shall be allocated to the Stockholders pro rata (based on the number of Shares each Stockholder (together with each such Stockholder's Permitted Transferees) owns in relation to the total number of Shares owned by all of the Company or Stockholders); provided, however, that if any Subsidiary Stockholder does not elect to purchase the number of Call Securities which such Stockholder (and its Permitted Transferees) may be designated by the Board of Directors of the Company (individually a "Designated Employee" and collectivelypurchase pursuant to this Section 2.2(b), ------------------- "Designated Employees") who shall have the right, but not the obligation, to -------------------- exercise then the Call Option Securities Electing Stockholders (and their Permitted Transferees) may elect to acquire, purchase the remaining Call Securities. The right to purchase the remaining Call Securities shall be allocated to the Call Securities Electing Stockholders pro rata (based on the number of Shares each Call Securities Electing Stockholder (together with their Permitted Transferees) owns in lieu relation to the total number of the Company, some or Shares owned by all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, on the same terms and conditions as set forth in Section 2.2(c) which apply to the repurchase of Call Securities by the Company, except that the Designated Employees shall not be entitled to deliver a promissory note for all or any portion of the Call Price. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement, whereupon such Designated Employee shall be deemed a "Management Investor" and shall have the same rights and be bound by the same obligations as the other Management Investors hereunderElecting Stockholders). (ec) If neither the Company nor any Designated Employee elects to exercise the Call Option and deliver a Call Notice within 90 days For purposes of a Call Event, then the Call Option provided in this Section 2.2 2.2, the term "Call Price" shall terminate but mean the Management Investor and his Permitted Transferees shall continue to hold such Call Securities pursuant to all fair market value (as reasonably determined by the Board in good faith) of the other provisions Shares; provided, however, that for purposes of this Agreement section (c), for a period of twelve (12) months from the date hereof, the term "fair market value" shall mean (A) for Shares held as of the date hereof, $32 per Share and other applicable agreements (including without limitationB) for Shares acquired after the date hereof, any restrictions on the vesting of stock options)purchase price thereof.

Call by the Company. The Warrants are subject to call and cancellation by the Company at its option at any time prior to the Warrant Expiration Date if: (a) If the employment closing sale price of the Company's Common Stock, if listed on the American Stock Exchange or some other national exchange, or if not listed on a Management Investor by national exchange, then the closing bid quotation of the Common Stock as reported on NASDAQ, if listed thereon, or if not, some other reporting system that provides last sale prices, shall have for a period of twenty (20) consecutive days on which such market is open for trading (each a "TRADING DAY") ending on the day prior to the date on which the Company gives the Call Notice (as such term is hereinafter defined) equaled or exceeded $2.00 (as equitably adjusted to reflect the occurrence if any of its Subsidiaries shall terminate the events described in Section 12 hereof); and (a "Call Event"b) for any reason prior to ---------- the earlier to occur of either: (i) the initial Public Offering Company has on file with the Securities and Exchange Commission (the "COMMISSION") a fully effective registration statement under the Act covering all shares of Common Stock issuable upon exercise of the outstanding Common Stock Warrants, or (ii) a Change the shares of Control, then Common Stock issuable upon exercise of the outstanding Common Stock Warrants may be sold without any restriction pursuant to the rules of the Commission as determined by the counsel to the Company shall have pursuant to a written opinion letter. Notice of the right to purchase Company's exercise of its call (the "Call Option"), ----------- by delivery of a written notice (the "Call Notice") to such terminated Manage- ----------- ment Investor no later than ninety (90) days after the date of such Call Event, and such Management Investor and such Management Investor's Permitted Transferees (the "Call GroupCALL NOTICE") shall be required given by the Company to sell all (but the Holder in writing not less than ---------- alltwenty (20) of the Shares and Vested Stock Options which are owned by the members of the Call Group on Trading Days before the date fixed for call, prior to which fixed date the Holder shall maintain all of such Call Event (collectivelyits rights hereunder. On and after the dated fixed for call, the "Call ---- Securities") at a price per share equal to the Call Price (as defined in Section ---------- 2.2(b) below) of such Shares as of the date the Call Notice is delivered; provided however that this Section 2.2 Holder shall not apply to Xxxx X. Xxxxxxx. (b) For purposes of this Section 2.2, the term "Call Price" shall ---------- mean (1) have no rights with respect to shares outstanding Warrants, all of Common Stock, (i) in the event of a termination of a Management Investor without Cause or by reason of death or Disability or by such Management Investor upon Company Breach or Retirement, the Fair Market Value of such shares of Common Stock; and (ii) in the event of a termination of a Management Investor for Cause, in the event of the Voluntary Termination by a Management Investor, or in the event of a termination for any reason other than those expressly provided in subparagraph (i) above, the lower of (x) the Investment Price of such shares of Common Stock or (y) the Fair Market Value of such shares of Common Stock; and (iii) with respect to any Vested Stock Option, the difference between (x) the Call Price, as determined above, payable in respect of shares of Common Stock minus (y) the exercise price of such Vested Stock Option. (c) The closing of any purchase of Call Securities by the Company pursuant to paragraph 2.2(a) shall take place at the principal office of the Company no later than the 180th day after the Call Event. At such closing, the Company shall deliver to the Call Group consideration in an amount equal to the aggregate Call Price payable in respect of such Call Securities, against delivery of (i) original stock certificates and stock powers duly endorsed in favor of the Company representing the Call Securities and (ii) the delivery of an executed agreement, in form reasonably satisfactory to the Company, evidencing the cancellation of any Vested Stock Options. The Company, at its option, may pay the consideration for such Call Securities in the form of company check or wire transfer, provided, however, -------- ------- that if at the time of such closing, the Company is then prohibited from redeeming with immediately available funds all or a portion of the Call Securities pursuant to the terms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Company may deliver a promissory note bearing interest at the applicable federal rate and with a maturity date not later than five years from the date of issuance thereof with respect to the Call Price or the portion thereof not able to be paid in immediately available funds, and such promissory note shall require the Company to make prepayments on the principal amount thereof when and if permitted by the Company's credit facilities from time to time. All of the foregoing deliveries will be deemed to be made simultaneously and none which shall be deemed completed until all have been completed. (d) Notwithstanding anything set forth in this Section 2.2 to the contrarycanceled and, prior to the exercise by the Company of its Call Option to purchase Call Securities pursuant to this Section 2.2without more, one or more new or existing employees of the Company or any Subsidiary may be designated by the Board of Directors of the Company (individually a "Designated Employee" and collectively, ------------------- "Designated Employees") who shall have the right, but not the obligation, to -------------------- exercise the Call Option and to acquire, in lieu of the Company, some or all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, on the same terms and conditions as set forth in Section 2.2(c) which apply to the repurchase of Call Securities by the Company, except that the Designated Employees shall not be entitled to deliver a promissory note for all or any portion of the Call Price. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement, whereupon such Designated Employee shall be deemed a "Management Investor" and shall have the same rights and be bound by the same obligations as the other Management Investors hereunderof no further force or effect. (e) If neither the Company nor any Designated Employee elects to exercise the Call Option and deliver a Call Notice within 90 days of a Call Event, then the Call Option provided in this Section 2.2 shall terminate but the Management Investor and his Permitted Transferees shall continue to hold such Call Securities pursuant to all of the other provisions of this Agreement and other applicable agreements (including without limitation, any restrictions on the vesting of stock options).

Call by the Company. (ai) If the employment of a Management Investor by Holder with the Company or any of its Subsidiaries shall terminate (a "Call EventCALL EVENT") for any reason prior reason, then, subject to ---------- the earlier to occur of Sections 2.5(a)(ii) and (iiii) the initial Public Offering or (ii) a Change of Controlhereof, then the Company shall have the right to purchase (the "Call OptionCALL OPTION"), ----------- by delivery of a written notice (the "Call NoticeCALL NOTICE") to such terminated Manage- ----------- ment Investor no later than ninety Management Holder (90with a copy thereof to each of the JWC Representative, the Borealis Representative and the OMERS Representative) days after at any time during the date of such Company Call EventPeriod, and such Management Investor Holder and such Management InvestorHolder's direct and indirect Permitted Transferees (the a "Call GroupCALL GROUP") shall be required to sell sell, any and all (but not less than ---------- all) of the Shares Subject Securities (other than unvested stock options, which shall terminate immediately upon the occurrence of a Call Event, and Vested any other unexercised options which, pursuant to the Stock Options which Option Plan or the applicable Stock Option Agreement, terminate upon the occurrence of a Call Event) that are owned by the members of the such Call Group on the date of such the Call Event (collectively, such Subject Securities to be purchased hereunder being referred to collectively as the "Call ---- SecuritiesCALL SECURITIES") at at, except as otherwise provided in Sections 2.5(a)(ii) and (iii) hereof, a price per share equal to the Call Price (as defined in Section ---------- 2.2(b) below) of such Shares Call Securities as of the date of the Call Notice is delivered; provided however that this Section 2.2 shall not apply to Xxxx X. XxxxxxxEvent. (bii) For purposes of Notwithstanding anything set forth in this Section 2.22.5 to the contrary, in the term "event a Management Holder's employment is terminated for Cause by the Company or its Subsidiaries or without Good Reason by the Management Holder, then the purchase price per share payable for the Call Price" Securities shall ---------- mean (1) with respect be an amount equal to shares the lesser of Common Stock, (i) the Cost Price of such Call Securities and (ii) the Call Price of such Call Securities as of the date of the Call Event. (iii) Notwithstanding anything set forth in this Section 2.5 to the contrary, in the event of a termination of a Management Investor without Cause or by reason of death or Disability or by such Management Investor upon Company Breach or RetirementCall Event, the Fair Market Value of such shares of Common Stock; and (ii) in the event of a termination of a Management Investor for Causeif, in the event sole discretion of the Voluntary Termination by Board of Directors or a Management Investor, or in the event of a termination for any reason other than those expressly provided in subparagraph (i) abovecommittee thereof, the lower Call Price does not represent the fair market value of the Call Securities on the date of the Call Event, the purchase price per share (xthe "ALTERNATIVE PRICE") payable for the Investment Price Call Securities shall be an amount equal to the fair market value of such shares Call Securities on the date of Common Stock or (y) the Fair Market Value of such shares of Common Stock; and (iii) with respect to any Vested Stock Option, the difference between (x) the Call PriceEvent, as determined abovein the sole discretion of the Board of Directors or a committee thereof. If the Company intends to purchase the Call Securities at the Alternative Price, payable it shall deliver written notice (the "ALTERNATIVE NOTICE") to the terminated Management Holder (with a copy thereof to each of the JWC Representative, the Borealis Representative and the OMERS Representative) at any time during the Company Call Period, which Alternative Notice shall set forth the Call Securities to be purchased by the Company and the Alternative Price. Within 10 days after the Management Holder's receipt of an Alternative Notice, the Management Holder may deliver a written response (the "ALTERNATIVE RESPONSE NOTICE") to the Company in respect of shares of Common Stock minus which the Management Holder (yA) agrees that such Management Holder and such Management Holder's Call Group will sell the exercise Call Securities at the Alternative Price, or (B) indicates that such Management Holder and such Management Holder's Call Group do not wish to sell the Call Securities at the Alternative Price. If an Alternative Response Notice is not delivered to the Company within such 10-day period, then the Management Holder shall be conclusively deemed to have agreed that such Management Holder and such Management Holder's Call Group will sell the Call Securities to the Company at the Alternative Price. If the Management Holder indicates in the Alternative Response Notice that such Management Holder and such Management Holder's Call Group do not wish to sell the Call Securities at the Alternative Price, then the Company may purchase the Call Securities at the price of such Vested Stock Optionper share set forth in Section 2.5(a)(i) or (ii), as applicable, by exercising its Call Option as set forth therein. (cb) The closing of any purchase of Call Securities by the Company from a Call Group pursuant to paragraph 2.2(a) this Section 2.5 shall take place at the principal office of the Company no later than the 180th day on such date within 15 days after the expiration of the Company Call EventPeriod with respect to such Call Group as the Company shall specify to the members of such Call Group in writing. At such closing, the Company members of the Call Group shall deliver to the Company, against payment by the Company of the purchase price for the Call Group consideration Securities in an amount equal cash (by delivery of a certified check or checks payable to the aggregate respective members of the Call Price payable in respect of such Call SecuritiesGroup, against delivery of (i) original as the case may be), certificates and/or other instruments representing, together with stock certificates and stock or other appropriate powers duly endorsed in favor of the Company representing the Call Securities and (ii) the delivery of an executed agreement, in form reasonably satisfactory to the Company, evidencing the cancellation of any Vested Stock Options. The Company, at its option, may pay the consideration for such Call Securities in the form of company check or wire transfer, provided, however, -------- ------- that if at the time of such closing, the Company is then prohibited from redeeming with immediately available funds all or a portion of the Call Securities pursuant to the terms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Company may deliver a promissory note bearing interest at the applicable federal rate and with a maturity date not later than five years from the date of issuance thereof with respect to the Call Price Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or the portion thereof not able to be paid in immediately available funds, and such promissory note shall require the Company to make prepayments on the principal amount thereof when and if permitted by the Company's credit facilities from time to timea Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (dc) Notwithstanding anything set forth in this Section 2.2 2.5 to the contrary, prior to the exercise by the Company of its Call Option to purchase Call Securities pursuant to this Section 2.22.5, one or more new prospective or existing employees of the Company or any Subsidiary another Person may be designated by the Board of Directors of the Company (individually individually, a "Designated EmployeeCALL DESIGNATED EMPLOYEE" and and, collectively, ------------------- "Designated EmployeesCALL DESIGNATED EMPLOYEES") who shall have the right, but not the obligation, to -------------------- exercise the Call Option and to acquire, in lieu of the Company, some or all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, for cash and otherwise on the same terms and conditions as set forth in Section 2.2(c2.5(b) which apply to the repurchase of Call Securities by the Company, except that the Designated Employees shall not be entitled to deliver a promissory note for all or any portion of the Call Price. Concurrently with any such purchase of Call Securities by any such Call Designated Employee, such Call Designated Employee shall execute a counterpart of this Agreement, Agreement whereupon such Call Designated Employee shall be deemed a "Management InvestorHolder" and shall have the same rights and be bound by the same obligations as the other Management Investors Holders hereunder. Payment under this Section 2.5(c) shall be made by a certified check or checks payable to the respective members of the Call Group, in an amount equal to the purchase price for such Call Securities under Section 2.5(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (ed) If and to the extent neither the Company nor any Call Designated Employee elects to exercise the Call Option and deliver a Call Notice within 90 days prior to the expiration of the Company Call Period with respect to such Management Holder, then the Institutional Holders, pro rata in accordance with the respective Common Stock Equivalents at the time held by the Institutional Holders so exercising their rights under this Section 2.5(d), may exercise the Call Option for cash and otherwise on the same terms and conditions set forth in Section 2.5(b) which apply to the repurchase of Call Securities by the Company, in lieu of the Company and such Call Designated Employee by delivery of a Call Notice to such terminated Management Holder within the Company Call Period. The closing of any purchase of Call Securities by such Institutional Holders shall take place at the principal offices of the Company on such date within 15 days after the expiration of the Company Call Period with respect to such Management Holder as the holders of a majority of the Common Stock Equivalents at the time held by the Institutional Holders so exercising their rights under this Section 2.5(d) shall specify to the members of such Call Group in writing; provided that if any such Institutional Holder fails to purchase all or a portion of the number of Call Securities which such Institutional Holder may purchase pursuant to this Section 2.5(d), then the other Institutional Holders so exercising their rights under this Section 2.5(d) shall be entitled to purchase such Call Securities (pro rata based upon their respective Common Stock Equivalents at the time held, without giving effect to any Call Securities purchased under this Section 2.5(d) with respect to such Call Event, or as otherwise agreed, by the Institutional Holders). Payment under this Section 2.5(d) shall be made by a certified check or checks payable to the respective members of the Call Group, in an amount equal to the purchase price for such Call Securities under Section 2.5(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (e) If and to the extent none of the Company, any Call Designated Employees or any Institutional Holder elects to exercise the Call Option and delivers a Call Notice within the Company Call Period or if the closing of the purchase of all Call Securities does not occur within 15 days after the expiration of the Company Call Period, then the Call Option provided for in this Section 2.2 2.5 shall terminate with respect to such Subject Securities not so purchased under this Section, but the Management Investor and his Permitted Transferees parties hereto shall continue to hold such Call Securities pursuant to all of be bound by the other remaining provisions of this Agreement and other applicable agreements (including without limitation, any restrictions on the vesting of stock options)Agreement.

Call by the Company. (ai) If the employment of a Management Investor Holder by the Company or any of its Subsidiaries shall terminate (a "Call EventCALL EVENT") for any reason prior to ---------- the earlier Public Float Date, then, subject to occur of (i) the initial Public Offering or (ii) a Change of ControlSection 2.2(a)(ii), then the Company shall have the right to purchase (the "Call OptionCALL OPTION"), ----------- by delivery of a written notice no- xxxx (the "Call NoticeCALL NOTICE") to such terminated Manage- ----------- ment Investor Management Holder (with a copy thereof to the JWC Representative) no later than ninety (90) 90 days after the date of such the Call EventEvent (the "COMPANY CALL PERIOD"), and such Management Investor Holder and such Management InvestorHolder's Permitted Transferees direct and indirect transferees (the a "Call GroupCALL GROUP") shall be required to sell sell, all (but not less than ---------- all) or any portion of the Shares and Vested Stock Options Subject Securities which are owned held by the members of the Call Group on the date of such Call Event that (collectivelyA) were originally issued by the Company to such Management Holder, and (B) were owned by such Management Holder or his direct or indirect transferees on the date of the Call Event (such Subject Securities to be purchased hereunder being referred to collectively as the "Call ---- SecuritiesCALL SECURITIES") at at, except as otherwise provided in Section 2.2(a)(ii) hereof, a price per share equal to the Call Price (as defined in Section ---------- 2.2(b) below) of such Shares as of the date the Call Notice is delivered; provided however that this Section 2.2 shall not apply to Xxxx X. Xxxxxxx. (b) For purposes of this Section 2.2, the term "Call Price" shall ---------- mean (1) with respect to shares of Common Stock, (i) in the event of a termination of a Management Investor without Cause or by reason of death or Disability or by such Management Investor upon Company Breach or Retirement, the Fair Market Value of such shares of Common Stock; and (ii) in the event of a termination of a Management Investor for Cause, in the event of the Voluntary Termination by a Management Investor, or in the event of a termination for any reason other than those expressly provided in subparagraph (i) above, the lower greater of (x) the Investment Call Price of such shares Call Securities as of Common Stock or the date of the Call Event and (y) the Fair Market Value Cost Price of such shares of Common Stock; and (iii) with respect to any Vested Stock Option, the difference between (x) the Call Price, as determined above, payable in respect of shares of Common Stock minus (y) the exercise price of such Vested Stock OptionSecurities. (cii) Notwithstanding anything set forth in this Section 2.2 to the contrary, in the event a Management Holder resigns without Good Reason from his employment with the Company or any of its Subsidiaries, or his employment is terminated for Cause by the Company or a Subsidiary, then the purchase price per share payable for the Call Securities shall be an amount equal to the Cost Price of such Call Securities. (b) The closing of any purchase of Call Securities by the Company from a Call Group pursuant to paragraph 2.2(a) this Section 2.2 shall take place at the principal office of the Company no later than the 180th day on such date within 30 days after the expiration of the Company Call EventPeriod with respect to such Call Group as the Company shall specify to the members of such Call Group in writing. At such closing, the Company shall deliver to members of the Call Group consideration shall deliver, against payment for the Call Securities in an amount equal accordance with Section 2.2(f) hereof, to the aggregate Call Price payable in Company certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect of such to, the Call Securities, against delivery free and clear of (i) original stock certificates all claims, liens and stock powers duly endorsed in favor of the Company representing the Call Securities and (ii) the delivery of an executed agreement, in form reasonably satisfactory to the Company, evidencing the cancellation of any Vested Stock Options. The Company, at its option, may pay the consideration for such Call Securities in the form of company check or wire transfer, provided, however, -------- ------- that if at the time of such closing, the Company is then prohibited from redeeming with immediately available funds all or a portion of the Call Securities pursuant to the terms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Company may deliver a promissory note bearing interest at the applicable federal rate and with a maturity date not later than five years from the date of issuance thereof with respect to the Call Price or the portion thereof not able to be paid in immediately available funds, and such promissory note shall require the Company to make prepayments on the principal amount thereof when and if permitted by the Company's credit facilities from time to timeencumbrances. All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (dc) Notwithstanding anything set forth in this Section 2.2 to the contrary, prior to the exercise by the Company of its Call Option to purchase Call Securities pursuant to this Section 2.2, one or more new prospective or existing employees of the Company or any Subsidiary may be designated by the Chief Executive Officer of the Company, subject to the approval of the Board of Directors of the Company (individually individually, a "Designated EmployeeDESIGNATED EMPLOYEE" and and, collectively, ------------------- "Designated EmployeesDESIGNATED EMPLOYEES") ), who shall have the right, but not the obligation, to -------------------- exercise the Call Option and to acquire, in lieu of the Company, some or all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, for cash and otherwise on the same terms and conditions as set forth in Section 2.2(c2.2(b) which apply to the repurchase of Call Securities by the Company, except that the Designated Employees shall not be entitled to deliver a promissory note for all or any portion of the Call Price. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement, Agreement whereupon such Designated Employee shall be deemed a "Management InvestorHolder" and shall have the same rights and be bound by the same obligations as the other Management Investors Holders hereunder. Payment under this Section 2.2(c) and under Section 2.2(d) below shall be made by a certified check or checks payable to the respective members of the Call Group, in an amount equal to the purchase price for such Call Securities under Section 2.2(a) hereof. (ed) If and to the extent that, subsequent to a Call Event, (i) neither the Company nor any Designated Employee elects to exercise the Call Option by delivery of a Call Notice prior to the expiration of the Company Call Period with respect to such Management Holder in accordance with this Section 2.2 and (ii) if applicable, the Management Holder has not delivered a Put Notice to the Company prior to the expiration of the Put Period with respect to such Management Holder in accordance with Section 2.3(a), then the JWC Holders, pro rata in accordance with the respective Common Stock Equivalents at the time held by the JWC Holders so exercising their rights under this Section 2.2(d), may exercise the Call Option in lieu of the Company and such Designated Em- ployees by delivery of a Call Notice to such terminated Management Holder no later than 30 days after the expiration of the Company Call Period with respect to such Management Holder. The closing of any purchase of Call Securities by such JWC Holders shall take place on such date within 60 days after the expiration of the Company Call Period with respect to such Management Holder as the holders of a majority of the Common Stock Equiva- xxxxx at the time held by the JWC Holders so exercising their rights under this Section 2.2(d) shall specify to the members of such Call Group in writing, provided that if any such JWC Holder fails to purchase all or a portion of the number of Call Securities which such JWC Holder may purchase pursuant to this Section 2.2(d), then the other JWC Holders so exercising their rights under this Section 2.2(d) shall be entitled to purchase such Call Securities (pro rata based upon their respective Common Stock Equivalents at the time held, or as otherwise agreed, by such JWC Holders). (e) If none of the Company, any Designated Employees or any JWC Holders elects to exercise the Call Option and deliver a Call Notice within 90 120 days after the date of a the Call Event, then the Call Option provided for in this Section 2.2 shall terminate terminate, but the such Management Investor Holder and his Permitted Transferees direct and indirect transferees shall continue to hold such Call Securities pursuant to all of the other provisions of this Agreement Agreement, including Sections 2.1 and other applicable agreements 2.5 hereof. (including without limitationf) At each closing for the purchase of Call Securities to be purchased pursuant to Section 2.2(a) above, the Company shall repurchase such Call Securities for cash (by delivery of a certified check or checks payable to the Management Holder or his direct or indirect transferees, as the case may be). If an agreement or indenture governing indebtedness for borrowed money of the Company or any restrictions Subsidiary contains a restriction on the vesting amount of stock options)Call Securities that can be repurchased from any terminated Management Holder or his direct or indirect transferees in any given fiscal year of the Company, the maximum amount which the Company shall be permitted to pay in such fiscal year for the repurchase of Call Securities pursuant to Section 2.2 hereof from a terminated Management Holder or his transferees shall be, in the aggregate, (x) the maximum amount permitted by such agreement or indenture for the fiscal year of the Company in which such Management Holder terminates his employment with the Company, less (y) the aggregate amount previously paid by the Company to repurchase Call Securities from any other Management Holder whose em- ployment with the Company terminated in such fiscal year.

Call by the Company. (ai) If the employment of a Management Investor by Holder with the Company or any of its Subsidiaries shall terminate (a "Call EventCALL EVENT") for any reason prior reason, then, subject to ---------- the earlier to occur of (iSection 2.5(a)(ii) the initial Public Offering or (ii) a Change of Controlhereof, then the Company shall have the right to purchase (the "Call OptionCALL OPTION"), ----------- by delivery of a written notice (the "Call NoticeCALL NOTICE") to such terminated Manage- ----------- ment Investor no later than ninety Management Holder (90with a copy thereof to each of the JWC Representative, the Borealis Representative and the OMERS Representative) days after at any time during the date of such Company Call EventPeriod, and such Management Investor Holder and such Management InvestorHolder's direct and indirect Permitted Transferees (the a "Call GroupCALL GROUP") shall be required to sell sell, any and all (but not less than ---------- all) of the Shares Subject Securities (other than unvested stock options, which shall terminate immediately upon the occurrence of a Call Event, and Vested any other unexercised options which, pursuant to the Stock Options which Option Plan or the applicable Stock Option Agreement, terminate upon the occurrence of a Call Event) that are owned by the members of the such Call Group on the date of such the Call Event (collectively, such Subject Securities to be purchased hereunder being referred to collectively as the "Call ---- SecuritiesCALL SECURITIES") at at, except as otherwise provided in Section 2.5(a)(ii) hereof, a price per share equal to the Call Price (as defined in Section ---------- 2.2(b) below) of such Shares Call Securities as of the date of the Call Notice is delivered; provided however that Event. (ii) Notwithstanding anything set forth in this Section 2.2 2.5 to the contrary, in the event a Management Holder's employment is terminated for Cause by the Company or its Subsidiaries or without Good Reason by the Management Holder, then the purchase price per share payable for the Call Securities shall not apply be an amount equal to Xxxx X. Xxxxxxxthe lesser of (i) the Cost Price of such Call Securities and (ii) the Call Price of such Call Securities as of the date of the Call Event. (b) For purposes of this Section 2.2, the term "Call Price" shall ---------- mean (1) with respect to shares of Common Stock, (i) in the event of a termination of a Management Investor without Cause or by reason of death or Disability or by such Management Investor upon Company Breach or Retirement, the Fair Market Value of such shares of Common Stock; and (ii) in the event of a termination of a Management Investor for Cause, in the event of the Voluntary Termination by a Management Investor, or in the event of a termination for any reason other than those expressly provided in subparagraph (i) above, the lower of (x) the Investment Price of such shares of Common Stock or (y) the Fair Market Value of such shares of Common Stock; and (iii) with respect to any Vested Stock Option, the difference between (x) the Call Price, as determined above, payable in respect of shares of Common Stock minus (y) the exercise price of such Vested Stock Option. (c) The closing of any purchase of Call Securities by the Company from a Call Group pursuant to paragraph 2.2(a) this Section 2.5 shall take place at the principal office of the Company no later than the 180th day on such date within 15 days after the expiration of the Company Call EventPeriod with respect to such Call Group as the Company shall specify to the members of such Call Group in writing. At such closing, the Company members of the Call Group shall deliver to the Company, against payment by the Company of the purchase price for the Call Group consideration Securities in an amount equal cash (by delivery of a certified check or checks payable to the aggregate respective members of the Call Price payable in respect of such Call SecuritiesGroup, against delivery of (i) original as the case may be), certificates and/or other instruments representing, together with stock certificates and stock or other appropriate powers duly endorsed in favor of the Company representing the Call Securities and (ii) the delivery of an executed agreement, in form reasonably satisfactory to the Company, evidencing the cancellation of any Vested Stock Options. The Company, at its option, may pay the consideration for such Call Securities in the form of company check or wire transfer, provided, however, -------- ------- that if at the time of such closing, the Company is then prohibited from redeeming with immediately available funds all or a portion of the Call Securities pursuant to the terms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Company may deliver a promissory note bearing interest at the applicable federal rate and with a maturity date not later than five years from the date of issuance thereof with respect to the Call Price Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or the portion thereof not able to be paid in immediately available funds, and such promissory note shall require the Company to make prepayments on the principal amount thereof when and if permitted by the Company's credit facilities from time to timea Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (dc) Notwithstanding anything set forth in this Section 2.2 2.5 to the contrary, prior to the exercise by the Company of its Call Option to purchase Call Securities pursuant to this Section 2.22.5, one or more new prospective or existing employees of the Company or any Subsidiary another Person may be designated by the Board of Directors of the Company (individually individually, a "Designated EmployeeCALL DESIGNATED EMPLOYEE" and and, collectively, ------------------- "Designated EmployeesCALL DESIGNATED EMPLOYEES") who shall have the right, but not the obligation, to -------------------- exercise the Call Option and to acquire, in lieu of the Company, some or all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, for cash and otherwise on the same terms and conditions as set forth in Section 2.2(c2.5(b) which apply to the repurchase of Call Securities by the Company, except that the Designated Employees shall not be entitled to deliver a promissory note for all or any portion of the Call Price. Concurrently with any such purchase of Call Securities by any such Call Designated Employee, such Call Designated Employee shall execute a counterpart of this Agreement, Agreement whereupon such Call Designated Employee shall be deemed a "Management InvestorHolder" and shall have the same rights and be bound by the same obligations as the other Management Investors Holders hereunder. Payment under this Section 2.5(c) shall be made by a certified check or checks payable to the respective members of the Call Group, in an amount equal to the purchase price for such Call Securities under Section 2.5(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (ed) If and to the extent neither the Company nor any Call Designated Employee elects to exercise the Call Option and deliver a Call Notice within 90 days prior to the expiration of the Company Call Period with respect to such Management Holder, then the Institutional Holders, pro rata in accordance with the respective Common Stock Equivalents at the time held by the Institutional Holders so exercising their rights under this Section 2.5(d), may exercise the Call Option for cash and otherwise on the same terms and conditions set forth in Section 2.5(b) which apply to the repurchase of Call Securities by the Company, in lieu of the Company and such Call Designated Employee by delivery of a Call Notice to such terminated Management Holder within the Company Call Period. The closing of any purchase of Call Securities by such Institutional Holders shall take place at the principal offices of the Company on such date within 15 days after the expiration of the Company Call Period with respect to such Management Holder as the holders of a majority of the Common Stock Equivalents at the time held by the Institutional Holders so exercising their rights under this Section 2.5(d) shall specify to the members of such Call Group in writing; provided that if any such Institutional Holder fails to purchase all or a portion of the number of Call Securities which such Institutional Holder may purchase pursuant to this Section 2.5(d), then the other Institutional Holders so exercising their rights under this Section 2.5(d) shall be entitled to purchase such Call Securities (pro rata based upon their respective Common Stock Equivalents at the time held, without giving effect to any Call Securities purchased under this Section 2.5(d) with respect to such Call Event, or as otherwise agreed, by the Institutional Holders). Payment under this Section 2.5(d) shall be made by a certified check or checks payable to the respective members of the Call Group, in an amount equal to the purchase price for such Call Securities under Section 2.5(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (e) If and to the extent none of the Company, any Call Designated Employees or any Institutional Holder elects to exercise the Call Option and delivers a Call Notice within the Company Call Period or if the closing of the purchase of all Call Securities does not occur within 15 days after the expiration of the Company Call Period, then the Call Option provided for in this Section 2.2 2.5 shall terminate with respect to such Subject Securities not so purchased under this Section, but the Management Investor and his Permitted Transferees parties hereto shall continue to hold such Call Securities pursuant to all of be bound by the other remaining provisions of this Agreement and other applicable agreements (including without limitation, any restrictions on the vesting of stock options)Agreement.

Call by the Company. (a) If the employment of a Management Investor Stockholder by the Company or any of its Subsidiaries shall terminate (a "Call Event") for any reason prior to ---------- the earlier to occur completion of (i) the Company's initial Public Offering or (ii) a Change of ControlOffering, then the Company shall have the right to purchase (the "Call Option"), ----------- by delivery of a written notice (the "Call Notice") to such terminated Manage- ----------- ment Investor Management Stockholder or such Management Stockholder's Permitted Transferees (the "Call Group") no later than ninety (90) days after the date of such Call Event, and such Management Investor Stockholder and such Management Investor's Permitted Transferees (the "Call Group") Group shall be required to sell all (but not less than ---------- all) of the Shares and Vested Stock Options which are owned by the members of the Call Group on the date of such Call Event (collectively, the "Call ---- Securities") at a price per share Share equal to the Call Price (as defined in Section ---------- 2.2(b2.2(c) below) of applicable to such Shares as of the date the Call Notice is delivered; provided however that this Section 2.2 shall not apply to Xxxx X. XxxxxxxShares. (b) For purposes of this Section 2.2, the term "Call Price" shall ---------- mean (1) with respect to shares of Common Stock, (i) in the event of a termination of a Management Investor without Cause or by reason of death or Disability or by such Management Investor upon Company Breach or Retirement, the Fair Market Value of such shares of Common Stock; and (ii) in the event of a termination of a Management Investor for Cause, in the event of the Voluntary Termination by a Management Investor, or in the event of a termination for any reason other than those expressly provided in subparagraph (i) above, the lower of (x) the Investment Price of such shares of Common Stock or (y) the Fair Market Value of such shares of Common Stock; and (iii) with respect to any Vested Stock Option, the difference between (x) the Call Price, as determined above, payable in respect of shares of Common Stock minus (y) the exercise price of such Vested Stock Option. (c) The closing of any purchase of Call Securities by the Company pursuant to paragraph 2.2(a) shall take place at the principal office of the Company no later than the 180th day after the Call Event. At such closing, the Company shall deliver to the Call Group consideration in an amount equal to the aggregate Call Price payable in respect of such Call Securities, against delivery of (i) original stock certificates and stock powers duly endorsed in favor of the Company representing the Call Securities and (ii) the delivery of an executed agreement, in form reasonably satisfactory to the Company, evidencing the cancellation of any Vested Stock Options. The Company, at its option, may pay the consideration for such Call Securities in the form of company check or wire transfer, provided, however, -------- ------- that if at the time of such closing, the Company is then prohibited from redeeming with immediately available funds all or a portion of the Call Securities pursuant to the terms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Company may deliver a promissory note bearing interest at the applicable federal rate and with a maturity date not later than five years from the date of issuance thereof with respect to the Call Price or the portion thereof not able to be paid in immediately available funds, and such promissory note shall require the Company to make prepayments on the principal amount thereof when and if permitted by the Company's credit facilities from time to time. All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (d) Notwithstanding anything set forth in this Section 2.2 to the contrary, prior to the exercise of the Call Option by the Company of Company, the Board may, in its sole discretion, elect to assign the Company's right to exercise the Call Option to purchase all, but not less than all, of the Call Securities to the JWC Group Stockholders. If the Board so elects, the Company shall give notice of such assignment to each JWC Group Stockholder (the "Call Assignment Notice"), indicating the number of Call Securities each JWC Group Stockholder is entitled to purchase (including the right to over-allotment of Call Securities, if any), the Call Price applicable to such Shares and the date of the closing of such purchase under this Section 2.2. Within five (5) Business Days of the Call Assignment Notice, those JWC Group Stockholders who intend to purchase Call Securities pursuant to this Section 2.2(b) (the "Call Securities Electing Stockholders") shall notify the Company in writing of such intention, indicating the number of Call Securities (including over-allotments, if any) they intend to purchase. The right to purchase such Call Securities shall be allocated to the JWC Group Stockholders pro rata (based on the number of Shares each JWC Group Stockholder (together with each such JWC Group Stockholder's Permitted Transferees) owns in relation to the total number of Shares owned by all of the JWC Group Stockholders); pro- vided, however, that if any JWC Group Stockholder does not elect to purchase the number of Call Securities which such JWC Group Stockholder (and its Permitted Transferees) may purchase pursuant to this Section 2.2(b), then the Call Securities Electing Stockholders (and their Permitted Transferees) may elect to purchase the remaining Call Securities. The right to purchase the remaining Call Securities shall be allocated to the Call Securities Electing Stockholders pro rata (based on the number of Shares each Call Securities Electing Stockholder (together with their Permitted Trans- ferees) owns in relation to the total number of Shares owned by all of the Call Securities Electing Stockholders). (c) For purposes of this Section 2.2, one or more new or existing employees the term "Call Price" shall mean (i) if the employment of the Management Stockholder with the Company or any Subsidiary may be designated one of its Subsidiaries is terminated for Cause or is terminated by the Board of Directors Management Stockholder without Good Reason, the lower of the Company (individually a "Designated Employee" Transaction Price and collectively, ------------------- "Designated Employees") who shall have the right, but not the obligation, to -------------------- exercise the Call Option and to acquire, in lieu of the Company, some or all fair market value (as determined by the CompanyBoard) of each Share; and (ii) if the Call Securities that employment of the Management Stockholder is terminated other than for Cause or the Management Stockholder voluntarily terminates his or her employment with the Company is entitled to purchase from or one of its Subsidiaries for Good Reason, the Call Group hereunder, on greater of the same terms Transaction Price and conditions the fair market value (as set forth in Section 2.2(c) which apply to the repurchase of Call Securities determined by the Company, except that the Designated Employees shall not be entitled to deliver a promissory note for all or any portion Board) of the Call Price. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement, whereupon such Designated Employee shall be deemed a "Management Investor" and shall have the same rights and be bound by the same obligations as the other Management Investors hereundereach Share. (e) If neither the Company nor any Designated Employee elects to exercise the Call Option and deliver a Call Notice within 90 days of a Call Event, then the Call Option provided in this Section 2.2 shall terminate but the Management Investor and his Permitted Transferees shall continue to hold such Call Securities pursuant to all of the other provisions of this Agreement and other applicable agreements (including without limitation, any restrictions on the vesting of stock options).

Call by the Company. (a) If the employment of a Management Investor Stockholder by the Company or any of its Subsidiaries shall terminate (a "Call Event") for any reason prior to ---------- the earlier to occur completion of (i) the Company's initial Public Offering or (ii) a Change of ControlOffering, then the Company shall have the right to purchase (the "Call Option"), ----------- by delivery of a written notice (the "Call Notice") to such terminated Manage- ----------- ment Investor Management Stockholder or such Management Stockholder's Permitted Transferees (except such Management Stockholder's Permitted Transferees who are Management Stockholders and who received such Transferred Shares pursuant to a good faith Permitted Transfer) (the "Call Group") no later than ninety (90) days after the date of such Call Event, and such Management Investor Stockholder and such Management Investor's Permitted Transferees (the "Call Group") Group shall be required to sell all (but not less than ---------- all) of the Shares and Vested Stock Options which are owned by the members of the Call Group on the date of such Call Event (collectively, the "Call ---- Securities") at a price per share Share equal to the Call Price (as defined in Section ---------- 2.2(b2.2(c) below) of applicable to such Shares as of the date the Call Notice is delivered; provided however that this Section 2.2 shall not apply to Xxxx X. XxxxxxxShares. (b) For purposes of this Section 2.2, the term "Call Price" shall ---------- mean (1) with respect to shares of Common Stock, (i) in the event of a termination of a Management Investor without Cause or by reason of death or Disability or by such Management Investor upon Company Breach or Retirement, the Fair Market Value of such shares of Common Stock; and (ii) in the event of a termination of a Management Investor for Cause, in the event of the Voluntary Termination by a Management Investor, or in the event of a termination for any reason other than those expressly provided in subparagraph (i) above, the lower of (x) the Investment Price of such shares of Common Stock or (y) the Fair Market Value of such shares of Common Stock; and (iii) with respect to any Vested Stock Option, the difference between (x) the Call Price, as determined above, payable in respect of shares of Common Stock minus (y) the exercise price of such Vested Stock Option. (c) The closing of any purchase of Call Securities by the Company pursuant to paragraph 2.2(a) shall take place at the principal office of the Company no later than the 180th day after the Call Event. At such closing, the Company shall deliver to the Call Group consideration in an amount equal to the aggregate Call Price payable in respect of such Call Securities, against delivery of (i) original stock certificates and stock powers duly endorsed in favor of the Company representing the Call Securities and (ii) the delivery of an executed agreement, in form reasonably satisfactory to the Company, evidencing the cancellation of any Vested Stock Options. The Company, at its option, may pay the consideration for such Call Securities in the form of company check or wire transfer, provided, however, -------- ------- that if at the time of such closing, the Company is then prohibited from redeeming with immediately available funds all or a portion of the Call Securities pursuant to the terms of any credit facility, indenture or similar agreement or instrument then binding on the Company, then the Company may deliver a promissory note bearing interest at the applicable federal rate and with a maturity date not later than five years from the date of issuance thereof with respect to the Call Price or the portion thereof not able to be paid in immediately available funds, and such promissory note shall require the Company to make prepayments on the principal amount thereof when and if permitted by the Company's credit facilities from time to time. All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (d) Notwithstanding anything set forth in this Section 2.2 to the contrary, prior to the exercise of the Call Option by the Company of Company, the Board may, in its sole discretion, elect to assign the Company's right to exercise the Call Option to purchase all, but not less than all, of the Call Securities to the JWC Group Stockholders. If the Board so elects, the Company shall give notice of such assignment to each JWC Group Stockholder (the "Call Assignment Notice"), indicating the number of Call Securities each JWC Group Stockholder is entitled to purchase (including the right to over-allotment of Call Securities, if any), the Call Price applicable to such Shares and the date of the closing of such purchase under this Section 2.2. Within five (5) Business Days of the Call Assignment Notice, those JWC Group Stockholders who intend to purchase Call Securities pursuant to this Section 2.2(b) (the "Call Securities Electing Stockholders") shall notify the Company in writing of such intention, indicating the number of Call Securities (including over-allotments, if any) they intend to purchase. The right to purchase such Call Securities shall be allocated to the JWC Group Stockholders pro rata (based on the number of Shares each JWC Group Stockholder (together with each such JWC Group Stockholder's Permitted Transferees) owns in relation to the total number of Shares owned by all of the JWC Group Stockholders); provided, however, that if any JWC Group Stockholder does not elect to purchase the number of Call Securities which such JWC Group Stockholder (and its Permitted Transferees) may purchase pursuant to this Section 2.2(b), then the Call Securities Electing Stockholders (and their Permitted Transferees) may elect to purchase the remaining Call Securities. The right to purchase the remaining Call Securities shall be allocated to the Call Securities Electing Stockholders pro rata (based on the number of Shares each Call Securities Electing Stockholder (together with their Permitted Transferees) owns in relation to the total number of Shares owned by all of the Call Securities Electing Stockholders). (c) For purposes of this Section 2.2, one or more new or existing employees the term "Call Price" shall mean (i) if the employment of the Management Stockholder with the Company or any Subsidiary may be designated one of its Subsidiaries is terminated for Cause or is terminated by the Board of Directors Management Stockholder without Good Reason, the lower of the Company (individually a "Designated Employee" Transaction Price and collectively, ------------------- "Designated Employees") who shall have the right, but not the obligation, to -------------------- exercise the Call Option and to acquire, in lieu of the Company, some or all fair market value (as determined by the CompanyBoard) of each Share; and (ii) if the Call Securities that employment of the Management Stockholder is terminated other than for Cause or the Management Stockholder voluntarily terminates his or her employment with the Company is entitled to purchase from or one of its Subsidiaries for Good Reason, the Call Group hereunder, on greater of the same terms Transaction Price and conditions the fair market value (as set forth in Section 2.2(c) which apply to the repurchase of Call Securities determined by the Company, except that the Designated Employees shall not be entitled to deliver a promissory note for all or any portion Board) of the Call Price. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement, whereupon such Designated Employee shall be deemed a "Management Investor" and shall have the same rights and be bound by the same obligations as the other Management Investors hereundereach Share. (e) If neither the Company nor any Designated Employee elects to exercise the Call Option and deliver a Call Notice within 90 days of a Call Event, then the Call Option provided in this Section 2.2 shall terminate but the Management Investor and his Permitted Transferees shall continue to hold such Call Securities pursuant to all of the other provisions of this Agreement and other applicable agreements (including without limitation, any restrictions on the vesting of stock options).