Death or Disability; Termination without Cause; Voluntary Termination Sample Clauses

Death or Disability; Termination without Cause; Voluntary Termination. If (A) the Employee Stockholder’s Employment is terminated by Holdings due to the Disability of the Employee Stockholder, (B) the Employee Stockholder’s Employment is terminated by Holdings or any of its Subsidiaries or Affiliates without Cause or (C) the Employee Stockholder initiates a voluntary termination of such Employee Stockholder’s Employment (other than as set forth in Section 4.2(a)(i)(B) above), the purchase price per Share or Share Equivalent will be the Fair Market Value thereof (measured as of the repurchase date); provided, however, that in the case of a voluntary termination initiated by the Employee Stockholder on or before the second anniversary of the Closing Date, the purchase price per Share or Share Equivalent will be the lesser of (A) the Fair Market Value thereof (measured as of the date that Holdings provides a Call Notice (as defined below) to such Employee Stockholder) and (B) the Cost per Share or Share Equivalent applicable to such Employee Stockholder; provided, that in any case the Holdings Board shall have the right, in its sole discretion, to increase any purchase price set forth above.