Common use of Company Call Rights Clause in Contracts

Company Call Rights. (i) In the event that a Management Holder’s employment is terminated by the Company or, if applicable, an Affiliate thereof, for Cause or is terminated by such Management Holder without Good Reason, then the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such Management Holder (including any shares of Common Stock received upon a distribution from any deferred compensation plan or any shares of Common Stock then issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 5 for the lesser of (i) Original Cost and (ii) Fair Market Value. If Fair Market Value was determined at any time during the twelve-month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date. Only to the extent necessary to comply with Section 409A of the Code, with respect to shares of Common Stock received by a Management Holder upon exercise of any Options, the provisions of this Section 5(a)(i) shall cease to apply on the ten-year anniversary of the grant of such Options to such Management Holder. (ii) In the event that a Management Holder’s employment is terminated other than as described in Section 5(a)(i), then the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such Management Holder (including any shares of Common Stock received upon a distribution from any deferred compensation plan or any shares of Common Stock then issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 5 for Fair Market Value. If Fair Market Value was determined at any time during the twelve month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date. (iii) From and after a Bankruptcy Event with respect to any Management Holder, the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such holder (including any shares of Common Stock received upon a distribution of any deferred compensation plan or any shares of Common Stock issuable upon exercise of any Options held by any such Management Holder) in accordance with this Section 5 for Fair Market Value. (iv) Following the occurrence of any of the events set forth in Section 5(a)(i), Section 5(a)(ii), and Section 5(a)(iii) (each a “Repurchase Event”), the Company or any of its Subsidiaries may exercise its right of repurchase (a “Call Right”) until the date occurring ninety (90) days after the relevant Repurchase Event; provided, however, that (A) with respect to shares of Common Stock acquired by a Management Holder after such Repurchase Event (whether by exercise of Options, distribution of shares of Common Stock from any equity compensation plan, deferred compensation plan or otherwise), the Company or any of its Subsidiaries may exercise its right to purchase such shares of Common Stock until the date occurring six (6) months after the acquisition of such shares of Common Stock by such Management Holder, and (B) if the termination of employment giving rise to a Repurchase Event is due to death or Disability, the Company or any of its Subsidiaries may exercise its Call Right with respect to such Management Holder until the date occurring 180 days after such Repurchase Event.

Company Call Rights. (ia) In the event that the Executive ceases to be Employed for any reason other than (1) death, (2) Disability, or (3) termination at or after age 65 (other than a Management Holder’s employment is terminated termination by the Company orfor Cause), if applicable, an Affiliate thereof, for Cause or is terminated by such Management Holder without Good Reason, then the Company (or at its option, any of its Subsidiaries) shall have the rightright to purchase from such Executive and all of his Permitted Transferees, and such Executive and all of his Permitted Transferees shall have the obligation to sell to the Company, all (but not less than all) of such Executive's and/or his Permitted Transferee's shares of Common Stock at a price equal to the obligation, to repurchase all or any portion product of (i) the number of shares of Common Stock being purchased and (ii) the Fair Value of a share of Common Stock as of the Valuation Date either (x) immediately preceding the Call Date if such Call Date is on or before June 30, or (y) immediately succeeding the Call Date if such Call Date is after June 30 but before January 1 of the following calendar year. The Company may delay such payment for a reasonable time pending the availability of the necessary financial information and the calculation of Fair Value by the Appraiser. Regardless of whether the Company delays such payment pursuant to this Section 3.8, the Executive or Permitted Transferee shall deliver to the Company stock certificates for such shares of Common Stock, duly endorsed in blank, as soon as practicable following the Call Date. (b) The Company's right to purchase shares of Common Stock shall be exercised by the delivery of a written notice to the Executive or his Permitted Transferees, specifying the "Call Date," which date shall be not less than one and no more than ninety days after the date of such notice, on which the Company shall purchase all but not less than all) of such shares of Common Stock held by such Management Holder (including any shares of Common Stock received upon a distribution from any deferred compensation plan or any shares of Common Stock then issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 5 for the lesser of (i) Original Cost and (ii) Fair Market Value. If Fair Market Value was determined at any time during the twelve-month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date. Only to the extent necessary to comply with Section 409A of the Code, with respect to shares of Common Stock received by a Management Holder upon exercise of any Options, the provisions of this Section 5(a)(i) shall cease to apply on the ten-year anniversary of the grant of such Options to such Management HolderExecutive and/or his Permitted Transferees. (iic) In The Call Rights shall expire on the event date that a Management Holder’s employment is terminated other than as described in Section 5(a)(i), then the Public Offering of Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such Management Holder (including any shares of Common Stock received upon a distribution from any deferred compensation plan or any shares of Common Stock then issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 5 for Fair Market Value. If Fair Market Value was determined at any time during the twelve month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing dateoccurs. (iii) From and after a Bankruptcy Event with respect to any Management Holder, the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such holder (including any shares of Common Stock received upon a distribution of any deferred compensation plan or any shares of Common Stock issuable upon exercise of any Options held by any such Management Holder) in accordance with this Section 5 for Fair Market Value. (iv) Following the occurrence of any of the events set forth in Section 5(a)(i), Section 5(a)(ii), and Section 5(a)(iii) (each a “Repurchase Event”), the Company or any of its Subsidiaries may exercise its right of repurchase (a “Call Right”) until the date occurring ninety (90) days after the relevant Repurchase Event; provided, however, that (A) with respect to shares of Common Stock acquired by a Management Holder after such Repurchase Event (whether by exercise of Options, distribution of shares of Common Stock from any equity compensation plan, deferred compensation plan or otherwise), the Company or any of its Subsidiaries may exercise its right to purchase such shares of Common Stock until the date occurring six (6) months after the acquisition of such shares of Common Stock by such Management Holder, and (B) if the termination of employment giving rise to a Repurchase Event is due to death or Disability, the Company or any of its Subsidiaries may exercise its Call Right with respect to such Management Holder until the date occurring 180 days after such Repurchase Event.

Company Call Rights. (i) In the event that that, prior to the consummation of a Qualified Public Offering, a Senior Management Holder’s employment is terminated by the Company or, if applicable, an Affiliate thereof, for Cause or is terminated by such Management Holder without Good Reason, then the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such Senior Management Holder (including any shares of Common Stock received upon a distribution from any deferred compensation plan or any shares of Common Stock then issuable upon exercise of any Options held by such Senior Management Holder) in accordance with this Section 5 6 for the lesser of (i) Original Cost and (ii) Fair Market Value. If Fair Market Value was determined at any time during the twelve-month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date. Only to To the extent necessary to comply with Section 409A of the Code, with respect to shares of Common Stock received by a Senior Management Holder upon exercise of any Options, the provisions of this Section 5(a)(i6(a)(i) shall cease to apply on the ten-year anniversary of the grant of such Options to such Management Holder. (ii) In the event that that, prior to the consummation of a Qualified Public Offering, a Senior Management Holder’s employment is terminated other than as described in Section 5(a)(i)by such Senior Management Holder without Good Reason, then the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such Senior Management Holder (including any shares of Common Stock received upon a distribution from any deferred compensation plan or any shares of Common Stock then issuable upon exercise of any Options held by such Senior Management Holder) in accordance with this Section 5 6 for Fair Market Value. If Fair Market Value was determined at any time during the twelve twelve-month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date. (iii) From and after a Bankruptcy Event with respect to any Senior Management Holder, the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such holder (including any shares of Common Stock received upon a distribution of any deferred compensation plan or any shares of Common Stock issuable upon exercise of any Options held by any such Senior Management Holder) in accordance with this Section 5 6 for Fair Market Value. (iv) Following the occurrence of any of the events set forth in Section 5(a)(i6(a)(i), Section 5(a)(ii6(a)(ii), and Section 5(a)(iii6(a)(iii) (each a “Repurchase Event”), the Company or any of its Subsidiaries may exercise its right of repurchase (a “Call Right”) until the date occurring ninety (90) days after the relevant Repurchase Event; provided, however, that (A) with respect to shares of Common Stock acquired by a Senior Management Holder after such Repurchase Event (whether by exercise of Options, distribution of shares of Common Stock from any equity compensation plan, deferred compensation plan or otherwise), the Company or any of its Subsidiaries may exercise its right to purchase such shares of Common Stock until the date occurring six (6) months after the acquisition of such shares of Common Stock by such Senior Management Holder, and (B) if the termination of employment giving rise to a Repurchase Event is due to death or Disability, the Company or any of its Subsidiaries may exercise its Call Right with respect to such Senior Management Holder until the date occurring 180 days after such Repurchase Event.

Company Call Rights. (ia) In the event that of (i) a Management Holder’s employment is terminated by the Company or, if applicable, an Affiliate thereof, Termination of Employment for Cause or is terminated the discovery that the Participant engaged in Detrimental Activity or (ii) a voluntary Termination by such Management Holder the Participant without Good Reason, then then, the Company may at any time during the period commencing on the date of such Termination for Cause (or at its optionthe discovery that the Participant engaged in Detrimental Activity) or voluntary Termination by the Participant without Good Reason and ending on the six (6) month anniversary thereof, any of its Subsidiaries) shall have repurchase from the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such Management Holder (including Participant any shares of Common Stock received upon previously acquired by the Participant through the exercise of the Option under this Agreement at a distribution repurchase price equal to the lesser of the (A) Exercise Price, and (B) Fair Market Value as of the date of repurchase. (b) In the event of a voluntary Termination by the Participant for Good Reason or an involuntary Termination by the Company for any reason other than for Cause (including Termination of Employment due to death or Disability), the Company may at any time during the six (6)-month period following the date on which the Participant incurs such Termination of Employment or, if later, following the date on which the Participant acquires shares of Common Stock pursuant to the exercise of the Option hereunder following such Termination of Employment, as applicable: repurchase from any deferred compensation plan or the Participant any shares of Common Stock then issuable upon previously acquired by the Participant pursuant to the exercise of any Options held by such Management Holder) in accordance with the Option under this Section 5 for the lesser of (i) Original Cost and (ii) Fair Market Value. If Fair Market Value was determined Agreement at any time during the twelve-month period prior a repurchase price equal to such closing date, the Fair Market Value as of such closing the date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date. Only to the extent necessary to comply with Section 409A of the Code, with respect to shares of Common Stock received by a Management Holder upon exercise of any Options, the provisions of this Section 5(a)(i) shall cease to apply on the ten-year anniversary of the grant of such Options to such Management Holderrepurchase. (iic) In the event that a Management Holder’s employment is terminated other than as described in Section 5(a)(i), then If the Company elects to exercise the call rights under this Section 9, it shall do so by delivering to the Participant a notice of such election, specifying the number of shares to be purchased and the closing date and time of such purchase. Such closing shall take place at the Company’s principal executive offices or as otherwise determined by the Company within sixty (60) days after the exercise of the right contained in this Section 9. The Company shall pay any amount that it shall be obligated to pay under this Section 9 in cash or at its option, by any of its Subsidiaries) shall have other method provided under the right, Plan (including but not limited to by delivery of an unsecured promissory note by the obligationCompany to the Participant). (d) Notwithstanding anything herein to the contrary, the Company shall not be obligated to repurchase all or any portion of the shares of Common Stock held by such Management Holder (including any shares of Common Stock received upon a distribution from any deferred compensation plan or any shares of Common Stock then issuable upon previously acquired pursuant to the exercise of any the Vested Options held by from the Participant, or from the estate of the Participant, and may defer such Management Holderrepurchase, if (i) in accordance with this Section 5 for Fair Market Value. If Fair Market Value was determined at any time during there exists and is continuing a default or an event of default on the twelve month period prior to such closing date, the Fair Market Value as part of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date. (iii) From and after a Bankruptcy Event with respect to any Management Holder, the Company (or at its option, under any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all guarantee or any portion of the shares of Common Stock held by such holder (including any shares of Common Stock received upon a distribution of any deferred compensation plan or any shares of Common Stock issuable upon exercise of any Options held by any such Management Holder) in accordance with this Section 5 for Fair Market Value. (iv) Following the occurrence of any of the events set forth in Section 5(a)(i), Section 5(a)(ii), and Section 5(a)(iii) (each a “Repurchase Event”), other agreement under which the Company or any of its Subsidiaries may exercise its right has borrowed money, (ii) such repurchase would constitute a breach of, or result in a default or an event of repurchase (a “Call Right”) until default on the date occurring ninety (90) days after the relevant Repurchase Event; provided, however, that (A) with respect to shares part of Common Stock acquired by a Management Holder after such Repurchase Event (whether by exercise of Options, distribution of shares of Common Stock from any equity compensation plan, deferred compensation plan or otherwise), the Company or any of its Subsidiaries may exercise its right to purchase under, any such shares of Common Stock until guarantee or agreement, (iii) such repurchase would not be permitted under any applicable laws or stock exchange rules or regulations, or (iv) such repurchase would result in adverse accounting consequences for the date occurring six (6) months after the acquisition of such shares of Common Stock by such Management Holder, and (B) if the termination of employment giving rise to a Repurchase Event is due to death or Disability, the Company or any of its Subsidiaries may exercise its Call Right with respect to such Management Holder until the date occurring 180 days after such Repurchase EventCompany.

Company Call Rights. (i) In the event that that, prior to the consummation of a Qualified Public Offering, a Management Holder’s employment is terminated by the Company or, if applicable, an Affiliate thereof, for Cause or is terminated by such Management Holder without Good Reason, then the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock Class B Shares held by such Management Holder (including any shares of Common Stock Class B Shares received upon a distribution from any deferred compensation plan or any shares of Common Stock Class B Share then issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 5 6 for the lesser of (i) Original Cost and (ii) Fair Market Value. If Fair Market Value was determined at any time during the twelve-month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date. Only to the extent necessary to comply with Section 409A of the Code, with respect to shares of Common Stock Class B Shares received by a Management Holder upon exercise of any Options, the provisions of this Section 5(a)(i6(a)(i) shall cease to apply on the ten-year anniversary of the grant of such Options to such Management Holder. (ii) In the event that that, prior to the consummation of a Qualified Public Offering, a Management Holder’s employment is terminated other than as described in Section 5(a)(i6(a)(i), then the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock Class B Shares held by such Management Holder (including any shares of Common Stock Class B Shares received upon a distribution from any deferred compensation plan or any shares of Common Stock Class B Share then issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 5 6 for Fair Market Value. If Fair Market Value was determined at any time during the twelve twelve-month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date. (iii) From and after a Bankruptcy Event with respect to any Management Holder, the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock Class B Shares held by such holder (including any shares of Common Stock Class B Shares received upon a distribution of any deferred compensation plan or any shares of Common Stock Class B Share issuable upon exercise of any Options held by any such Management Holder) in accordance with this Section 5 6 for Fair Market Value. (iv) Following the occurrence of any of the events set forth in Section 5(a)(i6(a)(i), Section 5(a)(ii6(a)(ii), and Section 5(a)(iii6(a)(iii) (each a “Repurchase Event”), the Company or any of its Subsidiaries may exercise its right of repurchase (a “Call Right”) until the date occurring ninety (90) days after the relevant Repurchase Event; provided, however, that (A) with respect to shares of Common Stock Class B Shares acquired by a Management Holder after such Repurchase Event (whether by exercise of Options, distribution of shares of Common Stock Class B Shares from any equity compensation plan, deferred compensation plan or otherwise), the Company or any of its Subsidiaries may exercise its right to purchase such shares of Common Stock Class B Shares until the date occurring six (6) months after the acquisition of such shares of Common Stock Class B Shares by such Management Holder, and (B) if the termination of employment giving rise to a Repurchase Event is due to death or Disability, the Company or any of its Subsidiaries may exercise its Call Right with respect to such Management Holder until the date occurring 180 days after such Repurchase Event.