Common use of EMPLOYEE SHAREHOLDERS AGREEMENT Clause in Contracts

EMPLOYEE SHAREHOLDERS AGREEMENT. Transfer Restrictions Except as provided below, transfers of Purchased Shares or shares purchased upon exercise of Options ("Option Shares") will not be permitted prior to the fifth anniversary of the Effective Time. Option Shares and Purchased Shares may be transferred prior to the fifth anniversary of the Effective Time (i) to a Permitted Transferee so long as such Permitted Transferee agrees to be bound by the terms of all applicable agreements, (ii) pursuant to an exercise of "Tag-Along" or "Drag-Along" Rights described below, (iii) pursuant to an exercise of call or put rights set forth in the Employment Agreement, (iv) pursuant to an exercise of the registration rights described below or (v) in connection with a Change-in-Control so long as long as such transfers are on a pro rata basis with transfers made by Lehmxx Xxxthers Merchant Banking Partners II L.P. ("LB MBP II") in connection with such Change-in-Control. Except as provided hereinabove or as agreed to by the Compensation Committee, Options will be nontransferable, but may be exercised after an Optionholder's death by his or her designated beneficiary or estate. In addition to the transfer restrictions of the Employee Stockholder Agreement, any sale of Purchased Shares or Option Shares shall in all cases be completed in compliance with applicable securities laws. The Company will register all Option Shares on Form S-8 under the Securities Act of 1933.

EMPLOYEE SHAREHOLDERS AGREEMENT. Transfer Restrictions Except as provided below, transfers of Purchased Shares or shares purchased upon exercise of Options ("Option Shares") will not be permitted prior to the fifth anniversary of the Effective Time. Option Shares and Purchased Shares may be transferred prior to the fifth anniversary of the Effective Time (i) to a Permitted Transferee so long as such Permitted Transferee agrees to be bound by the terms of all applicable agreements, (ii) pursuant to an exercise of "Tag-Along" or "Drag-Along" Rights described below, (iii) pursuant to an exercise of call or put rights set forth in the Employment Agreement, (iv) pursuant to an exercise of the registration rights described below or (v) in connection with a Change-in-Control so long as long as such transfers are on a pro rata basis with transfers made by Lehmxx Xxxthers Merchant Banking Partners II L.P. ("LB MBP II") in connection with such Change-in-Control. Except as provided hereinabove or as agreed to by the Compensation Committee, Options will be nontransferable, but may be exercised after an Optionholder's death by his or her designated beneficiary or estate. In addition to the transfer restrictions of the Employee Stockholder Agreement, any sale of Purchased Shares or Option Shares shall in all cases be completed in compliance with applicable securities laws. The Company will register all Option Shares on Form S-8 under the Securities Act of 1933.