Common use of Company Call Right Clause in Contracts

Company Call Right. (a) If Optionee ceases to be a Service Provider for any reason, the Company shall have the right to purchase from Optionee, or Optionee’s personal representative, as the case may be, any or all of the Shares then owned by Optionee (and any or all Shares acquired upon exercise of the Option after the date on which Optionee ceases to be a Service Provider) at a per Share price equal to the Fair Market Value of a Share on the date on which Optionee ceases to be a Service Provider (the “Call Right”). (b) The Company may exercise the Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representative, as the case may be), within ninety (90) days after the date on which Optionee ceases to be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired), a notice in writing indicating the Company’s intention to exercise the Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Optionee stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (d) If the Company does not elect to exercise the Call Right conferred above by giving the requisite notice within the time provided in Subsection (b) above, the Call Right shall terminate. (e) The Call Right shall terminate as to all Shares upon the date of an Initial Public Offering.

Company Call Right. (a) If Optionee Participant ceases to be a Service Provider (as defined in the Plan) for any reason, the Company shall have the right to purchase from Optionee, or Optionee’s personal representative, as the case may be, any or all of the Shares Vested Units (or any securities into which such Vested Units may be converted) then owned by Optionee (and any or all Shares acquired upon exercise of the Option after the date on which Optionee ceases to be a Service Provider) Holder at a per Share price equal to the Fair Market Value (as defined in the Plan) of a Share the Vested Units on the date on which Optionee the Participant ceases to be a Service Provider (the “Call Right”). (b) The Company may exercise the Company Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representative, as the case may be)Holder, within ninety (90) days after of the date on which Optionee ceases to be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee Participant ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired), a notice in writing indicating the Company’s intention to exercise the Company Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Shares Vested Units to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Optionee Holder stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (d) If the Company does not elect to exercise the Company Call Right conferred above by giving the requisite notice within ninety (90) days following the time provided in Subsection (b) abovedate on which Participant ceases to be a Service Provider, the Company Call Right shall terminate. (e) The Company Call Right shall terminate as to all Shares upon the date of an Initial Vested Units (or any securities into which such Vested Units may be converted) ninety (90) days after a Public Offering.

Company Call Right. (a) If Optionee Participant ceases to be a Service Provider for any reason, the Company shall have the right to purchase from Optionee, or Optionee’s personal representative, as the case may be, any or all of the Shares Vested Units (or any securities into which such Units may be converted) then owned by Optionee (and any or all Shares acquired upon exercise the Holder of the Option after the date on which Optionee ceases to be a Service Provider) such Vested Units at a per Share price equal to the Fair Market Value of a Share the Vested Units on the date on which Optionee the Participant ceases to be a Service Provider (the “Call Right”). (b) The Company may exercise the Company Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representative, as the case may be), Holder within ninety (90) days after of the date on which Optionee ceases to be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee Participant ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired), a notice in writing indicating the Company’s intention to exercise the Company Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Shares Vested Units to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Optionee Holder stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (d) If the Company does not elect to exercise the Company Call Right conferred above by giving the requisite notice within ninety (90) days following the time provided in Subsection (b) abovedate on which Participant ceases to be a Service Provider, the Company Call Right shall terminate. (e) The Company Call Right shall terminate as to all Shares upon the date of an Initial Units (or any securities into which such Units may be converted) ninety (90) days after a Public Offering.

Company Call Right. (a) If Optionee ceases to be a Service Provider (as defined in the Plan) for any reason, including for cause, death, and disability, the Company shall have the right to purchase from Optionee, or Optionee’s 's personal representative, as the case may be, any or all of the Shares then owned by the Optionee (and any or all Shares acquired upon exercise of the Option after the date on which Optionee ceases to be a Service Provider) at a per Share price equal to the Fair Market Value (as defined in the Plan) of a Share the Shares on the date on which the Optionee ceases to be a Service Provider (the “"Call Right”"). (b) The Company may exercise the Company Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representative, as the case may be), within ninety (90) days after the date on which Optionee ceases to be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired), a notice in writing indicating the Company’s 's intention to exercise the Company Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s 's office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Optionee stating the name and address of the bank, date of closing, and waiving the closing at the Company’s 's office. (d) If the Company does not elect to exercise the Company Call Right conferred above by giving the requisite notice within ninety (90) days following the time provided in Subsection (b) abovedate on which Optionee ceases to be a Service Provider, the Company Call Right shall terminate. (e) The Company Call Right shall terminate as to all Shares upon the date first to occur of an Initial (i) ninety (90) days after a Public Offering, or (ii) a sale of the Company (whether by merger, consolidation, sale of all or substantially all of the Company's assets or sale of all of the Company's capital stock) which is approved by the holders of the Company's securities representing at least fifty (50%) of the combined voting power of all outstanding securities of the Company.

Company Call Right. (a) If Optionee ceases At any time after April 1, 1999, to be a Service Provider for any reasonthe extent this Warrant has not been exercised, the Company shall have the right to purchase this Warrant from Optioneethe Registered Holder, or Optionee’s personal representativein whole but not in part, as the case may be, any or all of the Shares then owned by Optionee (and any or all Shares acquired upon exercise of the Option after the date on which Optionee ceases to be for a Service Provider) at a per Share purchase price equal to the product of the Exercise Price and the number of Warrant Shares for which this Warrant is then exercisable (the "Call Price") in each case as of the date of closing contemplated in the next sentence, by giving written notice to the Registered Holder of the Company's desire to purchase this Warrant (the "Call Notice") provided that on the date such Call Notice is given (i) the Fair Market Value per share of a Share the Company's Common Stock is at least equal to $1.75 (appropriately adjusted for stock splits, stock dividends, recapitalizations and similar events), (ii) at least 10% of the Company's outstanding shares of Common Stock traded in the 40 trading day period during which the Fair Market Value per share of the Company's Common Stock was determined for purposes of clause (i); provided, however, that for purposes of determining the number of shares traded during such period, Block Trades shall be excluded, (iii) the Company's Common Stock is listed on the date on which Optionee ceases to be New York Stock Exchange, American Stock Exchange or Nasdaq National Market and (iv) the Company has not experienced a Service Provider (material shortfall from the “Call Right”). (b) The Company may exercise the Call Right by delivering personally or by registered mail to Optionee Projections and no Event of Default (or his transferee event which with notice or legal representative, as the case may be), within ninety (90lapse of time or both would become an Event of Default) days after the date on which Optionee ceases to be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired), a notice in writing indicating the Company’s intention to exercise the Call Right has occurred and setting forth a date for closing not later than thirty (30) days from the mailing of such noticeis continuing. The closing of the purchase and sale of this Warrant shall take place on such date as is specified in the Call Notice, which date shall be no sooner than 30 Business Days after receipt of the Call Notice and no later than 60 days after receipt of the Call Notice, at the Company’s office's principal place of business. At the such closing, the holder of Registered Holder shall transfer all right, title and interest in and to this Warrant to the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, Company and the Company shall deliver pay to the purchase price therefor. (c) At its optionRegistered Holder, by wire transfer of immediately available funds, an amount equal to the Company may elect Call Price. Notwithstanding the foregoing, at any time prior to make payment for the Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Optionee stating the name and address of the bank, date of closing, and waiving the closing at the Company’s officecontemplated by this Section 9, this Warrant may be exercised in accordance with its terms. (d) If the Company does not elect to exercise the Call Right conferred above by giving the requisite notice within the time provided in Subsection (b) above, the Call Right shall terminate. (e) The Call Right shall terminate as to all Shares upon the date of an Initial Public Offering.

Company Call Right. (a) If Optionee Participant ceases to be a Service Provider for any reason, the Company shall have the right to purchase from Optionee, or Optionee’s personal representative, as the case may be, any or all of the Shares Restricted Units (or any securities into which such Units may be converted) then owned by Optionee (and any or all Shares acquired upon exercise the Holder of the Option after the date on which Optionee ceases to be a Service Provider) such Restricted Units at a per Share price equal to the Fair Market Value of a Share the Restricted Units on the date on which Optionee the Participant ceases to be a Service Provider (the “Call Right”). (b) The Company may exercise the Company Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representative, as the case may be), Holder within ninety (90) days after of the date on which Optionee ceases to be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee Participant ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired), a notice in writing indicating the Company’s intention to exercise the Company Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Shares Restricted Units to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Optionee Holder stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (d) If the Company does not elect to exercise the Company Call Right conferred above by giving the requisite notice within ninety (90) days following the time provided in Subsection (b) abovedate on which Participant ceases to be a Service Provider, the Company Call Right shall terminate. (e) The Company Call Right shall terminate as to all Shares upon the date of an Initial Units (or any securities into which such Units may be converted) ninety (90) days after a Public Offering.

Company Call Right. (ai) If Optionee ceases Except as provided in Section 3(b)(ii), and subject to be a Service Provider Section 3(b)(iii), in the event the Management Stockholder’s Employment with the Company terminates for any reasonreason prior to the Agreement Termination Date, the Company (or its designated assignee) shall have the right right, during the one hundred and eighty (180) day period following the later to purchase from Optioneeoccur of (A) such termination of Employment and (B) the one hundred and eighty-first (181st) day after the Management Stockholder or Transferee has acquired the Shares to be sold pursuant to this Section 3(b) (with respect to any Share, or Optionee’s personal representativethe later to occur of (A) and (B), as the case may bedetermined on a share-by-share basis, any or but applying to all of the Shares then owned by Optionee (the Management Stockholder, the “Call Trigger Date”), to purchase from the Management Stockholder or the Management Stockholder’s Transferee, and any or all Shares acquired upon the exercise of such right the Option after Management Stockholder or such Transferee shall sell to the Company (or its designated assignee), all or any portion of the Shares held by the Management Stockholder or Transferee as of the date on as of which Optionee ceases to be a Service Provider) such right is exercised at a per Share price equal to the Fair Market Value of a Share on determined as of the date such right is exercised. (ii) In the event that either the Management Stockholder’s Employment with the Company is terminated for Cause (or is retroactively deemed to have been terminated for Cause) or the Management Stockholder breaches an applicable restrictive covenants under an Option grant agreement, RSU grant agreement or employment agreement or otherwise Competes (each such obligation, to the extent applicable, a “Restrictive Covenant”), in either case prior to the Agreement Termination Date, the Company (or its designated assignee) shall have the right, during the later of (A) the one hundred and eighty (180) day period following the Call Trigger Date or (B) the ninety (90) day period following the date the Company knows or has reason to know that (1) the Management Stockholder’s Employment could be retroactively deemed to have been terminated for Cause or (2) the Management Stockholder has breached a Restrictive Covenant, to purchase from the Management Stockholder or the Management Stockholder’s Transferee, and upon the exercise of such right the Management Stockholder or such Transferee shall sell to the Company (or its designated assignee), all or any portion of the Shares held by the Management Stockholder or Transferee as of the date as of which such right is exercised at a per Share price equal to the lesser of (x) the fair market value of a Share determined by the Board in good faith and assuming the enterprise value of the Company is equal to the product of (a) seven (7) and (b) the calculated earnings before interest, taxes, depreciation, and amortization for the most recently completed fiscal year, adjusted for the impact of any acquisition, divestiture, or changes to planned capital expenditures and determined after the payment of management incentive awards (“EBITDA”), or (y) the price per Share at which the Management Stockholder acquired such Share. (iii) In the event that the Management Stockholder’s Employment with the Company is terminated as a result of the Management Stockholder’s voluntary resignation without Good Reason, prior to the Agreement Termination Date, the Company (or its designated assignee) shall have the right, during the one hundred and eighty (180) day period following the Call Trigger Date, to purchase from the Management Stockholder or the Management Stockholder’s Transferee, and upon the exercise of such right the Management Stockholder or such Transferee shall sell to the Company (or its designated assignee), all or any portion of the Shares held by the Management Stockholder or Transferee as of the date as of which such right is exercised at a per Share price equal to the lesser of the price as calculated pursuant to Section 3(b)(i) hereof and the fair market value of a Share determined by the Board in good faith and assuming the enterprise value of the Company is equal to the product of (x) seven (7) and (y) EBITDA. (iv) The Company (or its designated assignee) shall exercise the call rights described in this Section 3(b) by delivering to the Management Stockholder or Transferee, as applicable, a written notice specifying its intent to purchase Shares held by the Management Stockholder or Transferee (the “Call Notice”) and the number of Shares to be purchased. The Company’s call right shall be deemed exercised as of the date on which Optionee ceases the Company delivers such Call Notice to be a Service Provider (the “Call Right”). (b) The Management Stockholder or Transferee. Such purchase and sale shall occur on such date as the Company may exercise the Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representativeits designated assignee) shall specify, as the case may be), within ninety (90) days after the which date on which Optionee ceases to shall be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired), a notice in writing indicating the Company’s intention to exercise the Call Right and setting forth a date for closing not no later than thirty (30) days from after the mailing end of such noticethe fiscal quarter in which the Call Notice is delivered. The closing shall take place at Company will use commercially reasonable efforts to make the Company’s office. At the closing, the holder of the certificates payment for the Shares being transferred shall deliver in cash on the stock certificate date of such purchase and sale; provided that if, despite using such efforts, such payment will result in a violation of the terms or certificates evidencing the Sharesprovisions of, and or result in a default or event of default under, any guarantee, financing or security agreement or document entered into by the Company shall deliver the purchase price therefor. or any of its Affiliates and in effect on such date (c) At its optionhereinafter a “Financing Agreement”), the Company may elect delay any such payment. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, such payment shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in a violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to make payment the Management Stockholder or Transferee if no delay had occurred plus interest for the Shares period from the date on which the purchase price would have been paid but for the delay in payment provided herein to a bank selected by the Company. The Company shall avail itself of this option by a notice date on which such payment is made (the “Delay Period”), calculated at an annual rate equal to the long-term federal applicable rate in writing to Optionee stating effect on the name and address first day of the bankDelay Period. Notwithstanding anything to the contrary, date in the event of closingany delay, the purchase and waiving sale shall occur no later than thirty (30) days after the closing at Company is permitted to finance the Company’s officerepurchase. (dv) If In the event that the Company does not elect exercises its call right to exercise purchase Shares from the Call Right conferred above by giving Management Stockholder under Sections 3(b)(i) or (iii) and, following the requisite notice within date that the time provided in Subsection (b) aboveCompany pays the Management Stockholder the applicable purchase price for such Shares, the Call Right Management Stockholder breaches a Restrictive Covenant or is retroactively deemed to have been terminated for Cause, the Management Stockholder or the Management Stockholder’s Transferee shall terminatepay to the Company, within thirty (30) days following the date on which the Management Stockholder breached a Restrictive Covenant or the date of such termination, as applicable, an amount equal to the excess of (A) the amount the Company paid the Management Stockholder or Transferee to purchase such Shares over (B) the amount the Company would have been required to pay the Management Stockholder or Transferee for such Shares if the Company had purchased the Shares pursuant to Section 3(b)(ii). (evi) The Call Right If, following the Agreement Termination Date, the Management Stockholder’s Employment is terminated for Cause (or retroactively deemed to have been terminated for Cause) or the Management Stockholder breaches a Restrictive Covenant, the Management Stockholder or the Management Stockholder’s Transferee shall terminate as pay to all Shares upon the Company, within thirty (30) days following the date of such termination or the date on which the Management Stockholder breached such Restrictive Covenant, as applicable, an Initial Public Offeringamount equal to the amount which, as a result of the settlement of equity awards granted to the Management Stockholder at any time following or within one (1) year prior to the date of such termination or the date on which the Management Stockholder breached such Restrictive Covenant, as applicable, the Management Stockholder or the Management Stockholder’s Transferee will be required to recognize in income for U.S. federal income tax purposes (or would have been required to recognize as income if the Management Stockholder was subject to U.S. federal income taxes).

Company Call Right. (ai) If Optionee ceases to be a Service Provider Except as provided in paragraph (ii) of this Section 3(b), in the event the Management Stockholder’s Employment with the Company terminates for any reasonreason prior to the Agreement Termination Date (as hereinafter defined), the Company (or its designated assignee) shall have the right right, during the 180-day period following the later to occur of (A) such termination of Employment for any reason and (B) the 181st day after the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(b)(i), to purchase from Optioneethe Management Stockholder or the Management Stockholder’s Transferee, and upon the exercise of such right the Management Stockholder or Optionee’s personal representativesuch Transferee shall sell to the Company (or its designated assignee), as the case may be, all or any or all portion of the Shares then owned held by Optionee (and any the Management Stockholder or all Shares acquired upon exercise Transferee as of the Option after the date on as of which Optionee ceases to be a Service Provider) such right is exercised at a per Share price equal to the Fair Market Value of a share of Common Stock determined as of the date such right is exercised. (ii) With respect to the Shares held by the Management Stockholder that are not Investment Shares, in the event that either the Management Stockholder’s Employment with the Company is terminated for Cause or the Management Stockholder violates any of the restrictive covenants set forth in the Plan or in any equity award grant agreement under the Plan, in either case prior to the Agreement Termination Date, the per Share price for purposes of clause (i) of this Section 3(b) shall be, as of the date as of which such right is exercised, equal to the lesser of (a) the Fair Market Value of a share of Common Stock determined as of the date such right is exercised or (b) the price per Share at which the Management Stockholder acquired such Share. (iii) The Company (or its designated assignee) shall exercise the call rights described in this Section 3(b) by delivering to the Management Stockholder or Transferee, as applicable, a written notice specifying its intent to purchase Shares held by the Management Stockholder or Transferee (the “Call Notice”) and the number of Shares to be purchased. The Company’s call right shall be deemed exercised as of the date on which the Company delivers such Call Notice to the Management Stockholder or Transferee. Such purchase and sale shall occur on the date on which Optionee ceases to be a Service Provider (the “Call Right”). (b) Notice is delivered. The Company may exercise will use commercially reasonable efforts to make the payment for the Shares in cash on such date as the Company (or its designated assignee) shall specify in the Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representative, as the case may be), within Notice but no later than ninety (90) days after the date on end of the fiscal quarter in which Optionee ceases to be a Service Provider (orthe Call Notice is delivered; provided that, despite using such efforts, if such payment will result in the case violation of Shares which are acquired the terms or provisions of, or result in a default or event of default under, any guarantee, financing or security agreement or document entered into by the Company or any of its Affiliates and in effect on such date (hereinafter a “Financing Agreement”), the Company may delay any such payment. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, such payment shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Management Stockholder or Transferee if no delay had occurred plus interest for the period from the date on which Optionee ceases the purchase price would have been paid but for the delay in payment provided herein to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquiredpayment is made (the “Delay Period”), a notice in writing indicating calculated at an annual rate equal to such reasonable rate as may be established by the Company’s intention to exercise the Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver the purchase price thereforBoard. (civ) At With respect to the Shares held by the Management Stockholder that are not Investment Shares, in the event that the Company exercises its optioncall right to purchase such Shares from the Management Stockholder under Section 3(b)(i) and, following the date that the Company pays the Management Stockholder the applicable purchase price for such Shares, the Management Stockholder violates any of the restrictive covenants set forth in the Plan or in any equity award grant agreement under the Plan, the Management Stockholder or the Management Stockholder’s Transferee shall pay to the Company, within ten (10) business days following the date of such violation, an amount equal to (A) the amount the Company may elect paid the Management Stockholder or Transferee to make payment purchase such Shares less (B) the amount the Company would have been required to pay the Management Stockholder or Transferee for such Shares if the Company had purchased the Shares pursuant to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Optionee stating the name and address of the bank, date of closing, and waiving the closing at the Company’s officeSection 3(b)(ii). (dv) If With respect to the Company does Shares held by the Management Stockholder that are not elect to exercise the Call Right conferred above by giving the requisite notice within the time provided in Subsection (b) aboveInvestment Shares, the Call Right shall terminate. (e) The Call Right shall terminate as to all Shares upon the date of if, following an Initial Public Offering, the Management Stockholder is terminated for Cause or violates any of the restrictive covenants set forth in the Plan or in any equity award grant agreement under the Plan, the Management Stockholder or the Management Stockholder’s Transferee shall pay to the Company, within ten (10) business days following the date of such violation, an amount equal to the amount which, as a result of the exercise of Options at any time following, or within one year prior to, the date of termination of employment, the Management Stockholder or the Management Stockholder’s Transferee will be required to recognize in income for U.S. federal income tax purposes.

Company Call Right. (a) If Optionee ceases to be a Service Provider (as defined in the Plan) for any reason, including for cause, death, and disability, the Company shall have the right to purchase from Optionee, or Optionee’s 's personal representative, as the case may be, any or all of the Shares then owned by the Optionee (and any or all Shares acquired upon exercise of the Option after the date on which Optionee ceases to be a Service Provider) at a per Share price equal to the Fair Market Value (as defined in the Plan) of a Share the Shares on the date on which the Optionee ceases to be a Service Provider (the “"Call Right”"). (b) The Company may exercise the Company Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representative, as the case may be), within ninety (90) days after the date on which Optionee ceases to be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired), a notice in writing indicating the Company’s 's intention to exercise the Company Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s 's office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Optionee stating the name and address of the bank, date of closing, and waiving the closing at the Company’s 's office. (d) If the Company does not elect to exercise the Company Call Right conferred above by giving the requisite notice within ninety (90) days following the time provided in Subsection (b) abovedate on which Optionee ceases to be a Service Provider, the Company Call Right shall terminate. (e) The Company Call Right shall terminate as to all Shares upon the date first to occur of an Initial (i) ninety (90) days after a Public Offering, or (ii) a sale of the Company (whether by merger, consolidation, sale of all or substantially all of the Company's assets or sale of all of the Company's capital stock) which is approved by the holders of the Company's securities representing at least fifty percent (50%) of the combined voting power of all outstanding securities of the Company.

Company Call Right. (a) If Optionee ceases to be Beginning on the Termination Date and continuing for a Service Provider period of thirty days following the Executive's termination of employment with the Company for any reason, reason the Company shall have the right (the "Call Right") to purchase from Optionee, or Optionee’s personal representative, all Restricted Shares and vested Options then held by the Executive as follows: (i) The Company shall have a Call Right to purchase all Restricted Shares at a price per Restricted Share equal to (x) the case may be, any or all lesser of the Shares then owned by Optionee (and any or all Shares acquired upon exercise Fair Market Value as of the Option after date of the Call Notice (as defined below) and the cost to the Executive of acquiring each such share (e.g., the exercise price of an Option) in the event of a termination by the Company for Cause or a resignation by the Executive without Good Reason; and (y) the Fair Market Value as of the date on which Optionee ceases of the Call Notice if the termination or resignation of employment is for any reason not specified in clause (x) above. (ii) The Company shall have a Call Right to be a Service Provider) purchase the vested portion of any Options at a price per Share price share of Common Stock subject to such Options equal to (x) the Fair Market Value of a Share share of Common Stock as of the date of the Call Notice, less (y) the exercise price; provided. however, that the parties hereto acknowledge and agree that in the event that the Executive is terminated by the Company for Cause or resigns from his employment with the Company without Good Reason, any vested and unexercised portions of the Performance Option and Super-Performance Option shall expire as of the opening of business on the date on which Optionee ceases to be a Service Provider (the “Call Right”)Termination Date. (b) The Company may exercise the Call Right by delivering personally or by registered mail sending notice (the "Call Notice") of such exercise to Optionee (or his transferee or legal representative, as the case may be), within ninety (90) days after the date on which Optionee ceases to be a Service Provider Executive (or, in the case event of Shares which are acquired after the date on which Optionee ceases Executive's death, to his representative). The Call Notice will specify the price to be a Service Provider, then within ninety (90) paid per Restricted Share and per exercisable Option. Within ten days after the date on which such Shares are acquiredCall Notice has been received by the Executive (or his representative), a notice in writing indicating the Company’s intention to exercise the Call Right and setting forth a date for closing not later than thirty Executive (30or such representative) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Shares being transferred shall deliver all Restricted Shares and exercisable Options owned or held by the stock certificate Executive (or certificates evidencing his estate) to the Shares, Company and the Company shall deliver pay to the purchase Executive (or such representative), as principal or agent, in cash or by certified check, the applicable price thereforper Restricted Share and per exercisable Option. If Restricted Shares or exercisable Options are not delivered as scheduled, the Company will cancel those Restricted Shares or exercisable Options and deposit the funds in a non-interest-bearing account and make payment upon delivery; provided that the Company may elect to use such payment as an offset to, or as payment to be transferred to DLJ on, any Company Note or DLJ Note then outstanding, as applicable. (c) At its optionNotwithstanding anything in this Section 12 to the contrary, if the repurchase of Restricted Shares or the cancellation of the Options would constitute a Payment Disability, the Company may elect shall deliver to make payment for the Shares Executive a note with a principal amount equal to the amount determined above, bearing interest at the prime rate (which shall be the rate then in effect according to Citibank, N.A.) plus 1%. Payment of principal and interest on such note shall be made to the Executive in such manner so as not to cause a bank selected by Payment Disability, and such note plus accrued and unpaid interest thereon shall be repaid in full as soon as reasonably possible after all Payment Disabilities cease to exist; provided, however, that the Company. The Company shall avail itself of this option by a notice in writing pay the Executive interest on the note annually to Optionee stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (d) If the Company extent that such payment does not elect to exercise the Call Right conferred above by giving the requisite notice within the time provided in Subsection (b) above, the Call Right shall terminatecause a Payment Disability. (e) The Call Right shall terminate as to all Shares upon the date of an Initial Public Offering.

Company Call Right. (a) If Optionee ceases to be a In the event of the Optionee’s Termination of Service Provider for any reason, the Company shall have the right to purchase from the Optionee, or the Optionee’s personal representative, as the case may be, any or all of the Shares vested shares of Common Stock (“Vested Shares”) acquired upon exercise of the Option which are then owned by the Optionee (and any or all Vested Shares acquired upon exercise of the Option after the date on which Optionee ceases to be a Service Providerof the Optionee’s Termination of Service) at a per Share share price equal to the Fair Market Value of a Share share of Common Stock on the date on which Optionee ceases to be a of such Termination of Service Provider (the “Call Right”). (b) The Company may exercise the Call Right by delivering personally or by registered mail to the Optionee (or his transferee or legal representative, as the case may be), within ninety (90) days after the date on which Optionee ceases to be a Service Provider of the Optionee’s Termination of Service, (or, in the case of Vested Shares which are acquired upon exercise of the Option after the date on which Optionee ceases to be a Service Providerof the Optionee’s Termination of Service, then within ninety (90) days after the date on which such Vested Shares are acquired), a notice in writing indicating the Company’s intention to exercise the Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Vested Shares being transferred shall deliver the stock certificate or certificates evidencing the Sharesshares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Vested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to the Optionee stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (d) If the Company does not elect to exercise the Call Right conferred above by giving the requisite notice within the time provided in Subsection (bSection 5.4(b) above, the Call Right shall terminate. (e) The Call Right shall terminate as to all Vested Shares upon the date of an Initial Public OfferingTrading Date.

Company Call Right. (a) If Optionee ceases to be a In the event of the Optionee’s Termination of Service Provider for any reason, the Company shall have the right to purchase from the Optionee, or the Optionee’s personal representative, as the case may be, any or all of the Shares shares of Common Stock acquired upon exercise of the Option which are then owned by the Optionee (and any or all Shares shares of Common Stock acquired upon exercise of the Option after the date on which Optionee ceases to be a Service Providerof the Optionee’s Termination of Service) at a per Share share price equal to the Fair Market Value of a Share share of Common Stock on the date on which Optionee ceases to be a of such Termination of Service Provider (the “Call Right”). (b) The Company may exercise the Call Right by delivering personally or by registered mail to the Optionee (or his transferee or legal representative, as the case may be), within ninety (90) days after the date on which Optionee ceases to be a Service Provider (or, in of the case Optionee’s Termination of Shares which are acquired after the date on which Optionee ceases to be a Service ProviderService, then within ninety (90) days after the date on which such Shares shares of Common Stock are acquired), a notice in writing indicating the Company’s intention to exercise the Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Shares shares of Common Stock being transferred shall deliver the stock certificate or certificates evidencing the Sharesshares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Shares shares of Common Stock to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to the Optionee stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (d) If the Company does not elect to exercise the Call Right conferred above by giving the requisite notice within the time provided in Subsection (bSection 5.4(b) above, the Call Right shall terminate. (e) The Call Right shall terminate as to all Shares shares of Common Stock upon the date of an Initial Public OfferingTrading Date.

Company Call Right. (a) If Optionee ceases to be a Service Provider for Upon the occurrence of any reasonPurchase Event (as defined below), the Company shall have the right to purchase from Optionee, or Optionee’s personal representative, as the case may be, any or all of the Shares then owned by Optionee (and any shares of the Company’s Common Stock issued to the Optionee with respect to the Shares as a result of any reclassification, reorganization, recapitalization, stock split, stock dividend, combination or all Shares acquired upon similar transaction) owned by the Optionee as of the date of the Company’s exercise of the Option after the date on which Optionee ceases to be a Service Provider) at a per Share price equal to the Fair Market Value of a Share on the date on which Optionee ceases to be a Service Provider its purchase right under this Section 5 (the “Call Right”) at the Purchase Price (as defined below). (b) The Company may exercise the Company Call Right by delivering personally or by registered mail to Optionee (or his authorized transferee or legal representative, as the case may be), within ninety (90) days after of the date on which Optionee ceases to be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired)Purchase Event, a notice in writing indicating the Company’s intention to exercise the Company Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such noticenotice (the “Closing Date”). The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver the purchase price therefor. (c) At its optionThe Purchase Price may be paid to the Optionee, or Optionee’s personal representative, as the Company case may elect to make payment for be, at the Shares to a bank selected by option of the Company. The Company shall avail itself of this option , by a notice in writing to Optionee stating the name and address either of the bank, date following methods: (i) Payment in full in cash on the Closing Date; or (ii) Cancellation of closing, and waiving the closing at the Company’s officepurchase money indebtedness. (d) If the The Company does not elect to exercise the Call Right conferred above by giving the requisite notice within the time provided in Subsection (b) above, the Call Right shall terminate. (e) The Call Right shall terminate as to all Shares upon the first to occur of (i) ninety days (90) days following the date of an Initial the Purchase Event, if the Company does not elect to exercise the Company Call Right by giving the requisite notice within such time, (ii) a Public Offering, or (iii) a sale of the Company (whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of all of the Company’s capital stock) which is approved by the holders of the Company’s securities representing at least fifty-one percent (51%) of the combined voting power of all outstanding securities of the Company. (e) As used herein, “Purchase Event” shall mean (i) death of the Holder, (ii) termination of the Optionee’s Service Provider relationship with the Company for any reason, or (iii) a bona fide proposal by the Optionee to mortgage, pledge or otherwise encumber all or a part of the Shares (and any shares of the Company’s Common Stock issued to the Optionee with respect to the Shares as a result of any reclassification, reorganization, recapitalization, stock split, stock dividend, combination or similar transaction) to which the Company does not consent within the ten (10) days following the Company’s receipt of notice of such proposal from the Optionee.

Company Call Right. (ai) If Optionee ceases Except as provided in Section 3(b)(ii), and subject to be a Service Provider Section 3(b)(iii), in the event the Management Stockholder’s Employment with the Company terminates for any reasonreason prior to the Agreement Termination Date, the Company (or its designated assignee) shall have the right right, during the one hundred and eighty (180) day period following the later to purchase from Optioneeoccur of (A) such termination of Employment and (B) the one hundred and eighty-first (181st) day after the Management Stockholder or Transferee has acquired the Shares to be sold pursuant to this Section 3(b) (with respect to any Share, or Optionee’s personal representativethe later to occur of (A) and (B), as the case may bedetermined on a share-by-share basis, any or but applying to all of the Shares then owned by Optionee (the Management Stockholder, the “Call Trigger Date”), to purchase from the Management Stockholder or the Management Stockholder’s Transferee, and any or all Shares acquired upon the exercise of such right the Option after Management Stockholder or such Transferee shall sell to the Company (or its designated assignee), all or any portion of the Shares held by the Management Stockholder or Transferee as of the date on as of which Optionee ceases to be a Service Provider) such right is exercised at a per Share price equal to the Fair Market Value of a Share on determined as of the date such right is exercised. (ii) In the event that either the Management Stockholder’s Employment with the Company is terminated for Cause (or is retroactively deemed to have been terminated for Cause) or the Management Stockholder breaches an applicable restrictive covenants under an Option Grant Agreement, RSU grant agreement or employment agreement or otherwise Competes (each such obligation, to the extent applicable, a “Restrictive Covenant”), in either case prior to the Agreement Termination Date, the Company (or its designated assignee) shall have the right, during the later of (A) the one hundred and eighty (180) day period following the Call Trigger Date or (B) the ninety (90) day period following the date the Company knows or has reason to know that (1) the Management Stockholder’s Employment could be retroactively deemed to have been terminated for Cause or (2) the Management Stockholder has breached a Restrictive Covenant, to purchase from the Management Stockholder or the Management Stockholder’s Transferee, and upon the exercise of such right the Management Stockholder or such Transferee shall sell to the Company (or its designated assignee), all or any portion of the Shares held by the Management Stockholder or Transferee as of the date as of which such right is exercised at a per Share price equal to the lesser of (x) the fair market value of a Share determined by the Board in good faith and assuming the enterprise value of the Company is equal to the product of (a) seven (7) and (b) the calculated earnings before interest, taxes, depreciation, and amortization for the most recently completed fiscal year, adjusted for the impact of any acquisition, divestiture, or changes to planned capital expenditures and determined after the payment of management incentive awards (“EBITDA”), or (y) the price per Share at which the Management Stockholder acquired such Share. (iii) In the event that the Management Stockholder’s Employment with the Company is terminated as a result of the Management Stockholder’s voluntary resignation without Good Reason, prior to the Agreement Termination Date, the Company (or its designated assignee) shall have the right, during the one hundred and eighty (180) day period following the Call Trigger Date, to purchase from the Management Stockholder or the Management Stockholder’s Transferee, and upon the exercise of such right the Management Stockholder or such Transferee shall sell to the Company (or its designated assignee), all or any portion of the Shares held by the Management Stockholder or Transferee as of the date as of which such right is exercised at a per Share price equal to the lesser of the price as calculated pursuant to Section 3(b)(i) hereof and the fair market value of a Share determined by the Board in good faith and assuming the enterprise value of the Company is equal to the product of (x) seven (7) and (y) EBITDA. (iv) The Company (or its designated assignee) shall exercise the call rights described in this Section 3(b) by delivering to the Management Stockholder or Transferee, as applicable, a written notice specifying its intent to purchase Shares held by the Management Stockholder or Transferee (the “Call Notice”) and the number of Shares to be purchased. The Company’s call right shall be deemed exercised as of the date on which Optionee ceases the Company delivers such Call Notice to be a Service Provider (the “Call Right”). (b) The Management Stockholder or Transferee. Such purchase and sale shall occur on such date as the Company may exercise the Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representativeits designated assignee) shall specify, as the case may be), within ninety (90) days after the which date on which Optionee ceases to shall be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired), a notice in writing indicating the Company’s intention to exercise the Call Right and setting forth a date for closing not no later than thirty (30) days from after the mailing end of such noticethe fiscal quarter in which the Call Notice is delivered. The closing shall take place at Company will use commercially reasonable efforts to make the Company’s office. At the closing, the holder of the certificates payment for the Shares being transferred shall deliver in cash on the stock certificate date of such purchase and sale; provided that if, despite using such efforts, such payment will result in a violation of the terms or certificates evidencing the Sharesprovisions of, and or result in a default or event of default under, any guarantee, financing or security agreement or document entered into by the Company shall deliver the purchase price therefor. or any of its Affiliates and in effect on such date (c) At its optionhereinafter a “Financing Agreement”), the Company may elect delay any such payment. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, such payment shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in a violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to make payment the Management Stockholder or Transferee if no delay had occurred plus interest for the Shares period from the date on which the purchase price would have been paid but for the delay in payment provided herein to a bank selected by the Company. The Company shall avail itself of this option by a notice date on which such payment is made (the “Delay Period”), calculated at an annual rate equal to the long-term federal applicable rate in writing to Optionee stating effect on the name and address first day of the bankDelay Period. Notwithstanding anything to the contrary, date in the event of closingany delay, the purchase and waiving sale shall occur no later than thirty (30) days after the closing at Company is permitted to finance the Company’s officerepurchase. (dv) If In the event that the Company does not elect exercises its call right to exercise purchase Shares from the Call Right conferred above by giving Management Stockholder under Sections 3(b)(i) or (iii) and, following the requisite notice within date that the time provided in Subsection (b) aboveCompany pays the Management Stockholder the applicable purchase price for such Shares, the Call Right Management Stockholder breaches a Restrictive Covenant or is retroactively deemed to have been terminated for Cause, the Management Stockholder or the Management Stockholder’s Transferee shall terminatepay to the Company, within thirty (30) days following the date on which the Management Stockholder breached a Restrictive Covenant or the date of such termination, as applicable, an amount equal to the excess of (A) the amount the Company paid the Management Stockholder or Transferee to purchase such Shares over (B) the amount the Company would have been required to pay the Management Stockholder or Transferee for such Shares if the Company had purchased the Shares pursuant to Section 3(b)(ii). (evi) The Call Right If, following the Agreement Termination Date, the Management Stockholder’s Employment is terminated for Cause (or retroactively deemed to have been terminated for Cause) or the Management Stockholder breaches a Restrictive Covenant, the Management Stockholder or the Management Stockholder’s Transferee shall terminate as pay to all Shares upon the Company, within thirty (30) days following the date of such termination or the date on which the Management Stockholder breached such Restrictive Covenant, as applicable, an Initial Public Offeringamount equal to the amount which, as a result of the settlement of equity awards granted to the Management Stockholder at any time following or within one (1) year prior to the date of such termination or the date on which the Management Stockholder breached such Restrictive Covenant, as applicable, the Management Stockholder or the Management Stockholder’s Transferee will be required to recognize in income for U.S. federal income tax purposes (or would have been required to recognize as income if the Management Stockholder was subject to U.S. federal income taxes).

Company Call Right. (ai) If Optionee ceases to be a Service Provider (as defined in the Plan) for any reason, including for cause, death, and disability, the Company shall have the right to purchase from Optionee, or Optionee’s 's personal representative, as the case may be, any or all of the Shares then owned by the Optionee (and any or all Shares acquired upon exercise of the Option after the date on which Optionee ceases to be a Service Provider) at a per Share price equal to the Fair Market Value [FAIR MARKET VALUE (AS DEFINED IN THE PLAN)] of a Share the Shares on the date on which the Optionee ceases to be a Service Provider (the “"Company Call Right”"). (bii) The Company may exercise the Company Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representative, as the case may be), within ninety (90) days after the date on which Optionee ceases to be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired), a notice in writing indicating the Company’s 's intention to exercise the Company Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s 's office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Optionee stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (diii) If the Company does not elect to exercise the Company Call Right conferred above by giving the requisite notice within ninety (90) days following the time provided in Subsection (b) abovedate on which Optionee ceases to be a Service Provider, the Company Call Right shall terminate. (eiv) The Company Call Right shall terminate as to all Shares upon the date first to occur of an Initial (i) a Public Offering, or (ii) [A SALE OF THE COMPANY (WHETHER BY MERGER, CONSOLIDATION, SALE OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS OR SALE OF ALL OF THE COMPANY'S CAPITAL STOCK) WHICH IS APPROVED BY THE HOLDERS OF THE COMPANY'S SECURITIES REPRESENTING AT LEAST [FIFTY-ONE (51%)] OF THE COMBINED VOTING POWER OF ALL OUTSTANDING SECURITIES OF THE COMPANY].]

Company Call Right. (ai) If Optionee ceases Except as provided in paragraph (ii) of this Section 3(b), and subject to be a Service Provider paragraph (iv) of this Section 3(b), in the event the Management Stockholder’s Employment with the Company terminates for any reasonreason prior to the Agreement Termination Date (as hereinafter defined), the Company (or its designated assignee) shall have the right right, during the 180-day period following the later to occur of (A) such termination of Employment and (B) the 181st day after the Management Stockholder or Transferee has acquired the Shares to be sold pursuant to this Section 3(b) (with respect to any Share, the later to occur of (A) and (B), determined on a share-by-share basis, the “Call Trigger Date”), to purchase from Optioneethe Management Stockholder or the Management Stockholder’s Transferee, and upon the exercise of such right the Management Stockholder or Optionee’s personal representativesuch Transferee shall sell to the Company (or its designated assignee), as the case may be, all or any or all portion of the Shares then owned held by Optionee (and any the Management Stockholder or all Shares acquired upon exercise Transferee as of the Option after the date on as of which Optionee ceases to be a Service Provider) such right is exercised at a per Share price equal to the Fair Market Value of a share of Common Stock determined as of the date such right is exercised. (ii) In the event that either the Management Stockholder’s Employment with the Company is terminated for Cause or the Management Stockholder Competes, in either case prior to the Agreement Termination Date, the Company (or its designated assignee) shall have the right, during the later of (A) the 180-day period following the Call Trigger Date or (B) the 90-day period following the date the Company knows or has reason to know that (1) the Management Stockholder’s Employment could be retroactively deemed to have been terminated for Cause or (2) the Management Stockholder has Competed, to purchase from the Management Stockholder or the Management Stockholder’s Transferee, and upon the exercise of such right the Management Stockholder or such Transferee shall sell to the Company (or its designated assignee), all or any portion of the Shares held by the Management Stockholder or Transferee as of the date as of which such right is exercised at a per Share on price equal to the lesser of (x) the Fair Market Value of a share of Common Stock determined as of the date such right is exercised or (y) the price per Share at which the Management Stockholder acquired such Share. (iii) The Company (or its designated assignee) shall exercise the call rights described in this Section 3(b) by delivering to the Management Stockholder or Transferee, as applicable, a written notice specifying its intent to purchase Shares held by the Management Stockholder or Transferee (the “Call Notice”) and the number of Shares to be purchased. The Company’s call right shall be deemed exercised as of the date on which Optionee ceases the Company delivers such Call Notice to be a Service Provider (the “Call Right”). (b) The Management Stockholder or Transferee. Such purchase and sale shall occur on such date as the Company may exercise the Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representativeits designated assignee) shall specify, as the case may be), within which date shall be no later than ninety (90) days after the end of the fiscal quarter in which the Call Notice is delivered. The Company will use commercially reasonable efforts to make the payment for the Shares in cash on the date of such purchase and sale; provided that if, despite using such efforts, such payment will result in a violation of the terms or provisions of, or result in a default or event of default under, any guarantee, financing or security agreement or document entered into by the Company or any of its Affiliates and in effect on which Optionee ceases such date (hereinafter a “Financing Agreement”), the Company may delay any such payment. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, such payment shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in a violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to be a Service Provider (or, in the case of Shares which are acquired after Management Stockholder or Transferee if no delay had occurred plus interest for the period from the date on which Optionee ceases the purchase price would have been paid but for the delay in payment provided herein to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquiredpayment is made (the “Delay Period”), a notice calculated at an annual rate equal to the long term federal applicable rate in writing indicating effect on the Company’s intention first day of the Delay Period. Notwithstanding anything herein to exercise the contrary, other than in the event that the Call Right and setting forth a date for closing not later than thirty (30was exercised pursuant to Section 3(b)(ii) days from or in the mailing of such notice. The closing shall take place at event that the Company’s office. At Management Stockholder is obligated to repay to the closingCompany pursuant to Section 3(b)(iv), in the holder event that the payment of the certificates purchase price is delayed as provided above and, following the commencement of the Delay Period, there is a Public Market for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company Management Stockholder shall deliver be able to sell his or her Shares during the purchase price thereforDelay Period, subject to Section 3(a) hereof. (civ) At In the event that the Company exercises its optioncall right to purchase Shares from the Management Stockholder under Section 3(b)(i) and, following the date that the Company pays the Management Stockholder the applicable purchase price for such Shares, the Management Stockholder Competes or is retroactively deemed to have been terminated for Cause, the Management Stockholder or the Management Stockholder’s Transferee shall pay to the Company, within ten (10) business days following the date on which the Management Stockholder Competed or the date of such termination, as applicable, an amount equal to the excess of (A) the amount the Company may elect paid the Management Stockholder or Transferee to make payment purchase such Shares over (B) the amount the Company would have been required to pay the Management Stockholder or Transferee for such Shares if the Company had purchased the Shares pursuant to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Optionee stating the name and address of the bank, date of closing, and waiving the closing at the Company’s officeSection 3(b)(ii). (dv) If If, following the Company does not elect to exercise the Call Right conferred above by giving the requisite notice within the time provided in Subsection (b) aboveAgreement Termination Date, the Call Right Management Stockholder’s Employment is terminated for Cause (or retroactively deemed to have been terminated for Cause) or the Management Stockholder Competes (as such term is defined in the Plan or in any stock option grant agreement under the Plan), the Management Stockholder or the Management Stockholder’s Transferee shall terminate. pay to the Company, within ten (e10) The Call Right shall terminate as to all Shares upon business days following the date of such termination or the date on which the Management Stockholder Competed, as applicable, an Initial Public Offeringamount equal to the amount which, as a result of the exercise of Options at any time following or within one year prior to the date of such termination or the date on which the Management Stockholder Competed, as applicable, the Management Stockholder or the Management Stockholder’s Transferee will be required to recognize in income for U.S. federal income tax purposes (or would have been required to recognize as income if the Management Stockholder was subject to U.S. federal income taxes).