Common use of Call Options Clause in Contracts

Call Options. (a) If the Director’s service as a member of the Board terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, the Company shall have the right and option to purchase for a period of 90 days following the Termination Date, and each member of the Director Group shall be required to sell to the Company, any or all of such Units then held by such member of the Director Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 4.2(c): (i) if the Director’s service as a member of the Board is terminated due to the Disability or death of the Director; (ii) if the Director’s service as a member of the Board is terminated by the Company and its subsidiaries without Cause or by the Director for any reason when none of the circumstances set forth in clauses (i) and (iii) apply; (iii) if the Director’s service as a member of the Board is terminated by the Company or any of its subsidiaries for Cause. (b) If the Company desires to exercise one of its options to purchase Units pursuant to this Section 4.2, the Company shall, not later than 90 days after the Termination Date, send written notice to each member of the Director Group of its intention to purchase Units, specifying the number of Units to be purchased (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 30th day after the giving of the later of the Call Notice. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of all Units, in the case of a termination of the Director’s service as a member of the Board described in Section 4.2(a)(iii), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (ii) with respect to a purchase of Preferred Units or Class A Units, in the case of a termination of the Director’s service as a member of the Board described in Sections 4.2(a)(i) or Section 4.2(a)(ii), a price per Unit equal to Fair Market Value (measured as of the Termination Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of the Director’s service as a member of the Board described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above.

Call Options. (a) If the Director’s service as a member of the Board terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, the Company shall have the right and option to purchase for a period of 90 days seven months following the Termination Date, and each member of the Director Group shall be required to sell to the Company, any or all of such Units then held by such member of the Director Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 4.2(c): (i) if the Director’s service as a member of the Board is terminated due to the Disability or death of the Director; (ii) if the Director’s service as a member of the Board is terminated by the Company and its subsidiaries without Cause or by the Director for any reason when none of the circumstances set forth in clauses (i) and (iii) apply; (iii) if the Director’s service as a member of the Board is terminated by the Company or any of its subsidiaries for Cause. (b) If the Company desires to exercise one of its options to purchase Units pursuant to this Section 4.2, the Company shall, not later than 90 days seven months after the Termination Date, send written notice to each member of the Director Group of its intention to purchase Units, specifying the number of Units to be purchased (the “Call Notice” and the date that such Call Notice is given, the “Call Notice Date”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 30th day after the giving of the later of the Call NoticeNotice Date. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of all Units, in the case of a termination of the Director’s service as a member of the Board described in Section 4.2(a)(iii), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Call Notice Date) and (B) Cost; (ii) with respect to a purchase of Preferred Units or Class A Units, in the case of a termination of the Director’s service as a member of the Board described in Sections 4.2(a)(i) or Section 4.2(a)(ii), a price per Unit equal to Fair Market Value (measured as of the Termination Call Notice Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of the Director’s service as a member of the Board described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Call Notice Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Call Notice Date) and (B) Cost; provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above.”

Call Options. (a) If the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in “Competitive Activity” (as defined in Section 6.1 of this Agreement), the Company shall have the right and option to purchase for a period of 90 days eight months following the Termination Date, and each member of the Director Executive Group shall be required to sell to the Company, any or all of such Puttable Units then held by such member of the Director Executive Group (it being understood that if Puttable Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company may elect to repurchase only the portion of the Puttable Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 4.2(c): (i) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated due to the Disability Disability, death or death Retirement of the DirectorExecutive; (ii) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated by the Company and its subsidiaries without Cause or by the Director Executive for any reason when none of the circumstances set forth in clauses (i) and (iii) applyGood Reason; (iii) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated (A) by the Company or any of its subsidiaries for CauseCause or (B) by the Executive for any other reason not set forth in Section 4.2(a)(i) or Section 4.2(a)(ii). (b) If the Company desires to exercise one of its options to purchase Puttable Units pursuant to this Section 4.2, the Company shall, not later than 90 days eight months after the Termination Date, send written notice to each member of the Director Executive Group of its intention to purchase Puttable Units, specifying the number of Puttable Units to be purchased (the “Call Notice” and the date that such Call Notice is given, the “Call Notice Date”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 30th day after the giving of the later of the Call NoticeNotice Date. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of all Puttable Units, in the case of a termination of the Director’s service as a member of the Board employment described in Section 4.2(a)(iii4.2(a)(iii)(A) or if Executive engages in a “Competitive Activity” (as defined in Section 6.1 of this Agreement), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Call Notice Date) and (B) Cost;; and (ii) with respect to a purchase of Preferred Units or Class A Puttable Units, in the case of a termination of the Director’s service as a member of the Board employment described in Sections Section 4.2(a)(i), 4.2(a)(ii) or Section 4.2(a)(ii4.2(a)(iii)(B), a price per Unit equal to Fair Market Value (measured as of the Termination Call Notice Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of the Director’s service as a member of the Board described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above. (d) The Company’s right to purchase Units (other than Vested Units) set forth in this Agreement are in addition to, and not in lieu of, any call rights or other rights to repurchase Units set forth in any other prior Management Unit Subscription Agreement to which the Executive and the Company are a party.

Call Options. (a) If the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, [if the number of Puttable Units sold to the Company pursuant to the Executive Group’s exercise of the put option pursuant to Section 4.1 is less than the number of Puttable Units held by the Executive Group]7 or if the Executive engages in “Competitive Activity” (as defined in Section 6.1 of this Agreement), the Company shall have the right and option to purchase for a period of 90 days eight months following the Termination DateDate8, and each member of the Director Executive Group shall be required to sell to the Company, any or all of such Puttable Units then held by such member of the Director Executive Group (it being understood that if Puttable Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company may elect to repurchase only the portion of the Puttable Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 4.2(c): (i) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated due to the Disability Disability, death or death Retirement of the DirectorExecutive; (ii) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated by the Company and its subsidiaries without Cause or by the Director Executive for any reason when none of the circumstances set forth in clauses (i) and (iii) applyGood Reason; (iii) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated (A) by the Company or any of its subsidiaries for CauseCause or (B) by the Executive for any other reason not set forth in Section 4.2(a)(i) or Section 4.2(a)(ii). (b) If the Company desires to exercise one of its options to purchase Puttable Units pursuant to this Section 4.2, the Company shall, not later than 90 days eight months after the Termination Date, send written notice to each member of the Director Executive Group of its intention to purchase Puttable Units, specifying the number of Puttable Units to be purchased (the “Call Notice” and the date that such Call Notice is given, the “Call Notice Date”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 30th day after the giving of the later of the Call NoticeNotice Date. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of all Puttable Units, in the case of a termination of the Director’s service as a member of the Board employment described in Section 4.2(a)(iii4.2(a)(iii)(A) or if Executive engages in a “Competitive Activity” (as defined in Section 6.1 of this Agreement), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Call Notice Date) and (B) Cost;; and (ii) with respect to a purchase of Preferred Units or Class A Puttable Units, in the case of a termination of the Director’s service as a member of the Board employment described in Sections Section 4.2(a)(i), 4.2(a)(ii) or Section 4.2(a)(ii4.2(a)(iii)(B), a price per Unit equal to Fair Market Value (measured as of the Termination Call Notice Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of the Director’s service as a member of the Board described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect 7 NTD: Include for top-level executives only. 8 NTD: Note that time period for exercising call right is tied to the number of Units being purchased which is Termination Date and not the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Activity Date), a price per Unit equal to Fair Market Value (measured as of the Termination Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; . provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above. (d) The Company’s right to purchase Units (other than Vested Units) set forth in this Agreement are in addition to, and not in lieu of, any call rights or other rights to repurchase Units set forth in any other prior Management Unit Subscription Agreement to which the Executive and the Company are a party.

Call Options. (a) If any Management Investor's employment with the Director’s service as a member of the Board Company or its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or ), (iii) and (iv) below prior to a Sale of the Companyan initial Public Offering, the Company (or any of its assignees) shall have the right and option to purchase purchase, for a period of 90 days following the Termination Datedate of such termination of employment of such Management Investor, and each member of the Director Management Investor Group shall be required to sell to the CompanyCompany (or to any such assignee), any or all of such Units the shares of Common Stock (including any fractional shares) then held owned by such member of the Director Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price)Management Investor Group, at a price per unit share equal to the applicable purchase price determined pursuant to Section 4.2(c):4.3 hereof: (i) if the Director’s service as a member of Management Investor's employment with the Board Company or its Subsidiaries is terminated due to the Disability Disability, death or death Retirement of the DirectorManagement Investor; (ii) if the Director’s service as a member of Management Investor's employment with the Board Company or its Subsidiaries is terminated by the Company and or its subsidiaries Subsidiaries without Cause or by the Director Management Investor for any reason when none of the circumstances set forth in clauses (i) and (iii) applyGood Reason; (iii) if the Director’s service as a member of Management Investor's employment with the Board Company or its Subsidiaries is terminated by the Management Investor for any reason not set forth in Sections 4.2(a)(i), (ii) or (iv); or (iv) if the Management Investor's employment with the Company or its Subsidiaries is terminated by the Company or any of its subsidiaries Subsidiaries for Cause. (b) If the Company desires to exercise one of its options option to purchase Units any shares pursuant to this Section 4.2, the Company shall, not later than 90 days after the Termination Datedate of termination of employment, send written notice to each the Management Investor or such other member of the Director Management Investor Group of its intention to purchase Unitsshares, specifying the number of Units shares to be purchased (the “Call Notice”)purchased. Subject to the provisions of Section 55.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no earlier than the tenth and no later than the 30th day 30 days after the giving of the later of the Call Noticesuch notice. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of all Units, in the case of a termination of the Director’s service as a member of the Board described in Section 4.2(a)(iii), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (ii) with respect to a purchase of Preferred Units or Class A Units, in the case of a termination of the Director’s service as a member of the Board described in Sections 4.2(a)(i) or Section 4.2(a)(ii), a price per Unit equal to Fair Market Value (measured as of the Termination Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of the Director’s service as a member of the Board described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above.

Call Options. (a) If the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in “Competitive Activity” (as defined in Section 6.1 of this Agreement), the Company shall have the right and option to purchase for a period of 90 days seven months following the Termination Date, and each member of the Director Executive Group shall be required to sell to the Company, any or all of such Units then held by such member of the Director Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 4.2(c): (i) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated due to the Disability Disability, death or death Retirement of the DirectorExecutive; (ii) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated by the Company and its subsidiaries without Cause or by the Director Executive for any reason when none of the circumstances set forth in clauses (i) and (iii) applyGood Reason; (iii) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated (A) by the Company or any of its subsidiaries for CauseCause or (B) by the Executive for any other reason not set forth in Section 4.2(a)(i) or Section 4.2(a)(ii). (b) If the Company desires to exercise one of its options to purchase Units pursuant to this Section 4.2, the Company shall, not later than 90 days seven months after the Termination Date, send written notice to each member of the Director Executive Group of its intention to purchase Units, specifying the number of Units to be purchased (the “Call Notice” and the date that such Call Notice is given, the “Call Notice Date”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 30th day after the giving of the later of the Call NoticeNotice Date. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of all Units, in the case of a termination of the Director’s service as a member of the Board employment described in Section 4.2(a)(iii4.2(a)(iii)(A) or if Executive engages in a “Competitive Activity” (as defined in Section 6.1 of this Agreement), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Call Notice Date) and (B) Cost; (ii) with respect to a purchase of Preferred Units or Class A B Units, in the case of a termination of the Director’s service as a member of the Board described in Sections 4.2(a)(i) or Section 4.2(a)(ii), a price per Unit equal to Fair Market Value (measured as of the Termination Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of the Director’s service as a member of the Board employment described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Call Notice Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Call Notice Date) and (B) Cost; (iii) with respect to a purchase of Class B Units, in the case of a termination of employment described in Section 4.2(a)(iii)(B), with respect to the number of Units being purchased which is the product of (x) the total number of units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Call Notice Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Call Notice Date) and (B) Cost; (iv) with respect to a purchase of Class C Units or Class D Units, in the case of a termination of employment prior to [ ]1 described in Section 4.2(a)(iii)(B), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Call Notice Date) and (B) Cost; and 1 Three years after the applicable Vesting Measurement Date. (v) with respect to a purchase of Class C Units or Class D Units, in the case of a termination of employment described in Section 4.2(a)(i) or Section 4.2(a)(ii) or a termination of employment on or after [ ]2 described in Section 4.2(a)(iii)(B), a price per Unit equal to Fair Market Value (measured as of the Call Notice Date); provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above.”

Call Options. (a) If the Director’s service as a member Executive's employment with the Company or any of the Board its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in "Competitive Activity" (as defined in Section 6.1 of this Agreement), the Company and/or Vestar shall have the right and option to purchase purchase, from time to time after such termination of employment, for a period of 90 days following (x) in the Termination Datecase of unvested Units, the date of Executive's termination of employment and (y) in the case of vested Units, the date that is six (6) months after the date on which the Units first vest, and each member of the Director Executive Group shall be required to sell to the CompanyCompany and/or Vestar, any or all of such Units then held by such member of the Director Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company and/or Vestar may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 4.2(c): (i) if the Director’s service as a member of Executive's active employment with the Board Company and its subsidiaries is terminated due to the Disability Disability, death or death Retirement of the DirectorExecutive; (ii) if the Director’s service as a member of Executive's active employment with the Board Company and its subsidiaries is terminated by the Company and its subsidiaries without Cause or by the Director Executive for any reason when none of the circumstances set forth in clauses (i) and (iii) applyGood Reason; (iii) if the Director’s service as a member of Executive's active employment with the Board Company and its subsidiaries is terminated (A) by the Company or any of its subsidiaries for CauseCause or (B) by the Executive for any other reason not set forth in Section 4.2(a)(i) or Section 4.2(a)(ii). (b) If the Company desires to exercise one of its options to purchase Units pursuant to this Section 4.2, the Company shall, not later than 90 days after (x) in the Termination Datecase of unvested Units, the date of Executive's termination of employment and (y) in the case of vested Units, the date that is six (6) months after the vesting date of such Units, send written notice to each member of the Director Executive Group of its intention to purchase Units, specifying the number of Units to be purchased (the “"CALL NOTICE"). If for any reason the Company does not elect to purchase all of the Units held by the Executive Group then subject to repurchase, Vestar shall be entitled to purchase the Units then subject to repurchase that the Company has not elected to purchase (the "AVAILABLE Units"). As soon as practicable after the Company has determined that there will be Available Units, but in any event within 45 days after the date that is six (6) months after the relevant vesting date, the Company shall give written notice (the "OPTION NOTICE") to Vestar setting forth the number of Available Units and the purchase price for the Available Units. Vestar may elect to purchase any or all of the Available Units by giving written notice to the Company within 30 days after the Option Notice has been given by the Company. As soon as practicable, and in any event within fifteen days after the expiration of the 30-day period set forth above, the Company shall notify each member of the Executive Group as to the number of Units being purchased from such holder by Vestar (the "SUPPLEMENTAL CALL NOTICE"). At the time the Company delivers the Supplemental Call Notice”)Notice to the members of the Executive Group, the Company shall also deliver written notice to Vestar setting forth the number and class of Units Vestar is entitled to purchase, the aggregate purchase prices and the time and place of the closing of the transaction. If the units of any class to be repurchased by the Company and Vestar are to be repurchased at more than one price, the units of varying price shall be allocated among the Company and Vestar pro rata according to the aggregate number of units to be purchased by each of them. Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 30th 60th day after the giving of the later of the Call Notice or the Supplemental Call Notice. (c) In the event of a purchase by the Company and/or Vestar pursuant to Section 4.2(a), the purchase price shall be:be (in each case after taking account of any prior purchases pursuant to Section 4.2(a)): (i) with respect to a purchase of all Class A Units or Class B Units, if the Executive engages in the case of a termination of the Director’s service "Competitive Activity" (as a member of the Board described defined in Section 4.2(a)(iii6.1 of this Agreement), a price per Unit unit equal to the lesser of (A) Fair Market Value (measured as of the Termination "Activity Date" (as defined in Section 6.2 of this Agreement)) and (B) Cost; (ii) with respect to a purchase of Preferred Class A Units or Class A B Units, in the case of a termination of the Director’s service as a member of the Board described in Sections 4.2(a)(i) or Section 4.2(a)(ii), a price per Unit equal to Fair Market Value (measured as of the Termination Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of the Director’s service as a member of the Board employment described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units units being purchased which is are the product of (x) the total number of Units units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit unit equal to Fair Market Value (measured as of the Termination Datepurchase date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units units being sold shall be a price per Unit unit equal to Cost; (iii) with respect to a purchase of Class A Units or Class B Units, in the case of a termination of employment described in Section 4.2(a)(iii)(A), a price per unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (iv) with respect to a purchase of Class A Units or Class B Units, in the case of a termination of employment described in Section 4.2(a)(iii)(B), with respect to the number of units being purchased which are the product of (x) the total number of units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per unit equal to Fair Market Value (measured as of the purchase date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining units being sold shall be a price per unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (v) with respect to a purchase of Class C Units or Class D Units, if the Executive engages in a Competitive Activity or in the case of a termination of employment described in Section 4.2(a)(iii)(A) or a termination of employment prior to the third anniversary of the date hereof described in Section 4.2(a)(iii)(B), a price per unit equal to Cost; provided and (vi) with respect to a purchase of Class C Units or Class D Units, in the case of a termination of employment described in Section 4.2(a)(i) or Section 4.2(a)(ii) or a termination of employment on or after the third anniversary of the date hereof described in Section 4.2(a)(iii)(B), a price per unit equal to Fair Market Value (measured as of the Termination Date without giving effect to any performance targets set forth in the operating agreement of the Company which may have been achieved after the Termination Date). PROVIDED that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above.

Call Options. (a) If the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in “Competitive Activity” (as defined in Section 6.1 of this Agreement), the Company shall have the right and option to purchase for a period of 90 days following the Termination Date, and each member of the Director Executive Group shall be required to sell to the Company, any or all of such Units then held by such member of the Director Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 4.2(c): (i) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated due to the Disability Disability, death or death Retirement of the DirectorExecutive; (ii) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated by the Company and its subsidiaries without Cause or by the Director Executive for any reason when none of the circumstances set forth in clauses (i) and (iii) applyGood Reason; (iii) if the DirectorExecutive’s service as a member of employment with the Board Company and its subsidiaries is terminated (A) by the Company or any of its subsidiaries for CauseCause or (B) by the Executive for any other reason not set forth in Section 4.2(a)(i) or Section 4.2(a)(ii). (b) If the Company desires to exercise one of its options to purchase Units pursuant to this Section 4.2, the Company shall, not later than 90 days after the Termination Date, send written notice to each member of the Director Executive Group of its intention to purchase Units, specifying the number of Units to be purchased (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 30th day after the giving of the later of the Call Notice. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of all Units, in the case of a termination of the Director’s service as a member of the Board employment described in Section 4.2(a)(iii4.2(a)(iii)(A) or if Executive engages in a “Competitive Activity” (as defined in Section 6.1 of this Agreement), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (ii) with respect to a purchase of Preferred Units or Class A B Units, in the case of a termination of the Director’s service as a member of the Board described in Sections 4.2(a)(i) or Section 4.2(a)(ii), a price per Unit equal to Fair Market Value (measured as of the Termination Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of the Director’s service as a member of the Board employment described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (iii) with respect to a purchase of Class B Units, in the case of a termination of employment described in Section 4.2(a)(iii)(B), with respect to the number of Units being purchased which is the product of (x) the total number of units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (iv) with respect to a purchase of Class C Units or Class D Units, in the case of a termination of employment prior to described in Section 4.2(a)(iii)(B), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; and (v) with respect to a purchase of Class C Units or Class D Units, in the case of a termination of employment described in Section 4.2(a)(i) or Section 4.2(a)(ii) or a termination of employment on or after June 29, 2009(4) described in Section 4.2(a)(iii)(B), a price per Unit equal to Fair Market Value (measured as of the Termination Date without giving effect to any performance targets set forth in the LLC Agreement of the Company which may have been achieved after the Termination Date); provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above.

Call Options. (a) If the Director’s 's service as a member of the Board terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, the Company shall have the right and option to purchase for a period of 90 days following the Termination Date, and each member of the Director Group shall be required to sell to the Company, any or all of such Units then held by such member of the Director Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 4.2(c): (i) if the Director’s 's service as a member of the Board is terminated due to the Disability or death of the Director; (ii) if the Director’s 's service as a member of the Board is terminated by the Company and its subsidiaries without Cause or by the Director for any reason when none of the circumstances set forth in clauses (i) and (iii) apply; (iii) if the Director’s 's service as a member of the Board is terminated by the Company or any of its subsidiaries for Cause. (b) If the Company desires to exercise one of its options to purchase Units pursuant to this Section 4.2, the Company shall, not later than 90 days after the Termination Date, send written notice to each member of the Director Group of its intention to purchase Units, specifying the number of Units to be purchased (the “"Call Notice”"). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 30th day after the giving of the later of the Call Notice. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of all Units, in the case of a termination of the Director’s 's service as a member of the Board described in Section 4.2(a)(iii), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (ii) with respect to a purchase of Preferred Units or Class A Units, in the case of a termination of the Director’s 's service as a member of the Board described in Sections 4.2(a)(i) or Section 4.2(a)(ii), a price per Unit equal to Fair Market Value (measured as of the Termination Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of the Director’s 's service as a member of the Board described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above.