Common use of Determination of Put Price Clause in Contracts

Determination of Put Price. The "Put Price" shall be the price of the Put Shares on the Employment Termination Date determined as set forth in this Section 7(b). In the event that a Put is exercised by Holder with respect to Shares without Holder first having exercised the Option with respect to such Shares, the Put Price for such Shares shall be equal to (i) the Put Price determined in accordance with this Section 7(b) minus (ii) the Exercise Price for such Shares. The Holder and BCSG shall seek to reach agreement on the fair market value of the Put Shares for a period of up to 30 days after the Put Exercise Date and, if they shall reach agreement thereon, the dollar amount so agreed upon shall be the "Put Price". For purposes of this Agreement, the fair market value of the Put Shares will be their pro rata portion of the fair market value of all of the shares of Common Stock outstanding (on a fully diluted basis). If the Holder and BCSG are unable to reach agreement within such 30-day period, the Holder and BCSG shall seek for an additional 15 days to reach agreement on an Investment Bank to determine the fair market value of the Put Shares on the Put Exercise Date. If the parties reach agreement on an Investment Bank, such Investment Bank shall be promptly retained by BCSG and shall, within 60 days following its retention, determine the fair market value of the Put Shares on the Put Exercise Date and submit its report to each of the parties. If the parties are unable to reach agreement on an Investment Bank, each party shall, within the following 15 days, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG and shall, within 60 days following its retention, determine the fair market value of the Put Shares (as provided above) and submit its report to each of the parties (e.g., if Investment Bank X is assigned number 1 on the Holder's list and number 6 on BCSG's list and Investment Bank Y is assigned number 2 on BCSG's list and number 4 on the Holder's list, Investment Bank Y shall be retained to determine the Put Price). If either party fails to deliver a list of six Investment Banks within such 15-day period, the determination as to "Put Price" shall be made by the Investment Bank assigned number one on the list of the other party. If no Investment Bank appears on the lists of both the Holder and BCSG, the Holder and BCSG shall, within the following 15-day period, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG to determine the fair market value of the Put Shares in accordance with the foregoing. If no Investment Bank appears on the lists of both the Holder and BCSG, the Holder and BCSG shall continue to deliver lists of six Investment Banks until one Investment Bank is chosen as provided above. In any event, if no Investment Bank has been chosen pursuant to this methodology within 90 days after the Put Exercise Date, either the Holder or BCSG may retain the American Arbitration Association to select an Investment Bank. The fees and expenses of any Investment Bank retained to determine the Put Price shall be paid by BCSG. The determination of the Put Price by an Investment Bank in accordance with the terms hereof shall be final and binding on the Holder and BCSG.

Determination of Put Price. The "Put Price" shall be the price of the Put Shares on the Employment Termination Date determined as set forth in this Section 7(b). In the event that a Put is exercised by Holder with respect to Shares without Holder first having exercised the Option with respect to such Shares, the Put Price for such Shares shall be equal to (i) the Put Price determined in accordance with this Section 7(b) minus (ii) the Exercise Price for such Shares. The Holder and BCSG shall seek to reach agreement on the fair market value of the Put Shares for a period of up to 30 days after the Put Exercise Date and, if they shall reach agreement thereon, the dollar amount so agreed upon shall be the "Put Price". ." For purposes of this Agreement, the fair market value of the Put Shares will be their heir pro rata portion of the fair market value of all of the shares of Common Stock outstanding (on a fully diluted basis). If the Holder and BCSG are unable to reach agreement within such 30-day period, the Holder and BCSG shall seek for an additional 15 days to reach agreement on an Investment Bank to determine the fair market value of the Put Shares on the Put Exercise Date. If the parties reach agreement on an Investment Bank, such Investment Bank shall be promptly retained by BCSG and shall, within 60 days following its retention, determine the fair market value of the Put Shares on the Put Exercise Date and submit its report to each of the parties. If the parties are unable to reach agreement on an Investment Bank, each party shall, within the following 15 days, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG and shall, within 60 days following its retention, determine the fair market value of the Put Shares (as provided above) and submit its report to each of the parties (e.g., if Investment Bank X is assigned number 1 on the Holder's list and number 6 on BCSG's list and Investment Bank Y is assigned number 2 on BCSG's list and number 4 on the Holder's list, Investment Bank Y shall be retained to determine the Put Price). If either party fails to deliver a list of six Investment Banks within such 15-day period, the determination as to "Put Price" ' shall be made by the Investment Bank assigned number one on the list of the other party. If no Investment Bank appears on the lists list of both the Holder and BCSG, the Holder and BCSG shall, within the following 15-day period, deliver to the other party a list of six Investment Banks, numbered one through six. The Investment Bank appearing on both lists and having the lowest total numbers assigned to it shall be promptly retained by BCSG to determine the fair market value of the Put Shares in accordance with the foregoing. If no Investment Bank appears on the lists of both the Holder and BCSG, the Holder and BCSG shall continue to deliver lists of six Investment Banks until one Investment Bank is chosen as provided above. In any event, if no Investment Bank has been chosen pursuant to this methodology within 90 days after the Put Exercise Date, either the Holder or BCSG may retain the American Arbitration Association to select an Investment Bank. The fees and expenses of any Investment Bank retained to determine the Put Price shall be paid by BCSG. The determination of the Put Price by an Investment Bank in accordance with the terms hereof shall be final and binding on the Holder and BCSG.