Common use of Executive’s Payment Obligations Clause in Contracts

Executive’s Payment Obligations. (i) If the Executive fails to comply with this Section 5 during the Employment Period or the Post-Employment Restriction Period, other than any isolated, insubstantial and inadvertent failure that is not in bad faith, the Executive will: (1) forfeit all severance payments made or due to the Executive pursuant to Sections 3(b)(ii) or 3(c)(ii) of this Agreement; (2) forfeit all (x) vested and unvested stock options and other Equity Based Compensation (with features similar to exercise) that have been granted by Holdings to the Executive and not been exercised at the date of determination, (y) restricted stock and other Equity Based Compensation (without features similar to exercise) that have been awarded by Holdings and not vested at the time of determination, and (z) amounts due and unpaid by Holdings (or any permitted assignee of Holdings’ repurchase rights) to the Executive in respect of the repurchase of the Executive’s shares of Common Stock of Holdings that exceed the lesser of cost and fair market value on the termination date; and (3) pay to the Company (or its designee) the amount of all gain to the Executive within the 12 months before the date of determination from (w) the exercise of any options or other Equity Based Compensation (with features similar to exercise) that have been granted to the Executive by the Company, (x) the vesting of any restricted stock and other Equity Based Compensation (without features similar to exercise) that have been awarded by Holdings to the Executive, (y) the sale of any shares of Common Stock of Holdings to any third party, and (z) the repurchase by Holdings (or any permitted assignee of Holdings’ repurchase rights) of the Executive’s shares of Common Stock of Holdings that exceed the lesser of cost and fair market value on the termination date. (ii) The Executive will pay the Company (or its designee) under this Section 5(c) within 30 days of notice by the Company, and the date of notice will be the date of determination for purposes of this Section. The Executive will pay the Company (or its designee) in cash, and gain will be determined after giving effect to any taxes paid or payable by the Executive on such gain. The Executive’s obligations under this Section 5(c) are full recourse obligations. The Company will have the right to offset the Executive’s obligations under this Section 5(c) against any amounts otherwise owed to the Executive by any member of the Group, including under this Agreement.

Executive’s Payment Obligations. (i) If the Executive fails to comply with this Section 5 during the Employment Period or the Post-Employment Restriction Period, other than any isolated, insubstantial and inadvertent failure that is not in bad faith, the Executive will: (1) forfeit all severance payments made or due to the Executive pursuant to Sections 3(b)(ii) or 3(c)(ii) of this Agreement; (2) forfeit all (x) vested and unvested stock options and other Equity Based Compensation (with features similar to exercise) that have been granted by Holdings to the Executive and not been exercised at the date of determination, (y) restricted stock and other Equity Based Compensation (without features similar to exercise) that have been awarded by Holdings and not vested at the time of determination, and (z) amounts due and unpaid by Holdings (or any permitted assignee of Holdings’ ' repurchase rights) to the Executive in respect of the repurchase of the Executive’s 's shares of Common Stock of Holdings that exceed the lesser of cost and fair market value on the termination date; and (3) pay to the Company (or its designee) the amount of all gain to the Executive within the 12 months before the date of determination from (w) the exercise of any options or other Equity Based Compensation (with features similar to exercise) that have been granted to the Executive by the Company, (x) the vesting of any restricted stock and other Equity Based Compensation (without features similar to exercise) that have been awarded by Holdings to the Executive, (y) the sale of any shares of Common Stock of Holdings to any third party, and (z) the repurchase by Holdings (or any permitted assignee of Holdings’ ' repurchase rights) of the Executive’s 's shares of Common Stock of Holdings that exceed the lesser of cost and fair market value on the termination date. (ii) The Executive will pay the Company (or its designee) under this Section 5(c) within 30 days of notice by the Company, and the date of notice will be the date of determination for purposes of this Section. The Executive will pay the Company (or its designee) in cash, and gain will be determined after giving effect to any taxes paid or payable by the Executive on such gain. The Executive’s 's obligations under this Section 5(c) are full recourse obligations. The Company will have the right to offset the Executive’s 's obligations under this Section 5(c) against any amounts otherwise owed to the Executive by any member of the Group, including under this Agreement.

Executive’s Payment Obligations. (i) If the Executive fails to comply with this Section 5 during the Employment Period or the Post-Employment Restriction Period, other than any isolated, insubstantial and inadvertent failure that is not in bad faith, the Executive will: (1) forfeit all severance payments made or due to the Executive pursuant to Sections 3(b)(ii) or 3(c)(ii) of this Agreement; (2) forfeit all (x) vested and unvested stock options and other Equity Based Compensation (with features similar to exercise) that have been granted by Holdings to the Executive and not been exercised at the date of determination, (y) restricted stock and other Equity Based Compensation (without features similar to exercise) that have been awarded by Holdings and not vested at the time of determination, and (z) amounts due and unpaid by Holdings (or any permitted assignee of Holdings’ repurchase rights) to the Executive in respect of the repurchase of the Executive’s shares of Common Stock of Holdings that exceed the lesser of cost and fair market value on the termination dateTermination Date; and (3) pay to the Company (or its designee) the amount of all gain to the Executive within the 12 months before the date of determination from (w) the exercise of any options or other Equity Based Compensation (with features similar to exercise) that have been granted to the Executive by the Company, (x) the vesting of any restricted stock and other Equity Based Compensation (without features similar to exercise) that have been awarded by Holdings to the Executive, (y) the sale of any shares of Common Stock of Holdings to any third party, and (z) the repurchase by Holdings (or any permitted assignee of Holdings’ repurchase rights) of the Executive’s shares of Common Stock of Holdings that exceed the lesser of cost and fair market value on the termination dateTermination Date. (ii) The Executive will pay the Company (or its designee) under this Section 5(c) within 30 days of notice by the Company, and the date of notice will be the date of determination for purposes of this Section. The Executive will pay the Company (or its designee) in cash, and gain will be determined after giving effect to any taxes paid or payable by the Executive on such gain. The Executive’s obligations under this Section 5(c) are full recourse obligations. The Company will have the right to offset the Executive’s obligations under this Section 5(c) against any amounts otherwise owed to the Executive by any member of the Group, including under this Agreement.