Common use of Grant of Options Clause in Contracts

Grant of Options. 21.1 Euromar hereby grants to the Manager the Options, on the terms and subject to the conditions set forth herein and in the Limited Liability Company Agreement. The Manager acknowledges and agrees that the Option Units (as such term is defined under the Limited Liability Company Agreement) will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate of the Manager that has been appointed by the Board of Managers to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the contrary contained herein, any amounts received by the Manager prior to a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest in respect of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited and cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreement. 21.5 Upon the automatic exercise of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Person.

Grant of Options. 21.1 Euromar hereby grants (1) The Corporation confirms that the Participant has been granted Options under the Plan on the following basis, subject to the Manager the Options, on the terms and conditions of the Plan: Date of Grant l Number of Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options in accordance with the Plan at any time and from time to time prior to the expiry of the Option Term of such Options, subject to any vesting or other applicable conditions. Such notice shall be delivered at the Corporation's registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the conditions set forth herein restrictive covenants and other provisions contained in that agreement. Where the Limited Liability Company Agreement. The Manager acknowledges and agrees that the Option Units (as such term Participant is defined under the Limited Liability Company Agreement) will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate of the Manager that has been appointed determined by the Board of Managers in its sole and absolute discretion to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer of have breached any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Optionsuch restrictive covenant, all rights associated with the outstanding Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically terminate and be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the contrary foregoing will not limit the application of the provisions contained herein, any amounts received in the Plan and in this Option Agreement. (4) Any exercise of Options by the Manager prior to a Forfeiture Event Participant shall be made in accordance with respect to the Corporation's ixxxxxx xxxxxxx policy. Should the expiry date of any Option Units Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be forfeited permitted to satisfy any portion of any applicable withholding or disgorged other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall remain not be entitled to reduce the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that Shares to which a Participant is entitled upon the Percentage Interest in respect of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect exercise of the Option Units prior to such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited and cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreement. 21.5 Upon Plan to satisfy any applicable withholding or other taxes and source deductions unless the automatic exercise of either of the OptionsParticipant has provided, (i) an amount equal or is deemed to have provided, such instructions to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any PersonCorporation.

Grant of Options. 21.1 Euromar hereby grants to the Manager the Options, on (a) Upon the terms and subject to the conditions hereinafter set forth herein forth, the Corporation hereby grants to the Optionee the right and option to purchase from the Corporation a total of Eight Hundred Thousand (800,000) Shares of the Corporation at an exercise (i.e., purchase) price determined by the provisions of Section 6 hereof (the "Options"). The Options granted hereby shall be exercisable as provided in Sections 2 and 3 hereof unless terminated at an earlier date in accordance with the Limited Liability Company terms of this Agreement. The Manager acknowledges and agrees that If the Option Units (as such term is defined under Options shall terminate for any reason without having been exercised in full, the Limited Liability Company Agreement) will be governed by Corporation may use any then remaining unpurchased Shares reserved for the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than grant of options to any Affiliate of the Manager that has been appointed other employee or party selected by the Board of Managers to manage Directors of the day-to-day operations Corporation (the "Board") or for any other appropriate corporate purpose, as determined in the sole discretion of Euromar and the Board. The Options shall become exercisable immediately upon vesting. (iib) shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted The Options granted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediatelyAgreement are not, and shall not be considered outstanding for any purposes deemed, to have been granted under the Limited Liability Company Agreement; providedCorporation's 1999 Stock Option Plan (the "1999 Plan"), however, that notwithstanding anything to the contrary contained herein, Corporation's 1993 Non-Statutory Stock Option Plan (the "1993 Plan") or any amounts received by the Manager prior to a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property other stock option plan of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest Corporation in respect of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest (effect as such term is defined under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event multiplied by date hereof or hereafter adopted (ii) the Early Departure Multiplier. Such forfeited "Other Plans"), and cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreement. 21.5 Upon the automatic exercise of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased Shares which may be reserved for the Optionee's exercise of the Options granted hereunder shall not reduce the number of Shares reserved under the 1999 Plan, the 1993 Plan or any Other Plans and, in the event the Options granted hereunder shall terminate for any reason without having been exercised in full, none of any then remaining unpurchased Shares subject to the Options shall increase the total number of Shares then reserved for purchase under the 1999 Plan, the 1993 Plan or any Other Plan of the Corporation. (c) It is intended both by the Corporation and Optionee that the Options granted hereby shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any PersonNon-Statutory Stock Options.

Grant of Options. 21.1 Euromar 2.1. The Corporation hereby grants to the Manager Optionee the Optionsnumber of Options set forth in Exhibit A hereto, on each Option exercisable into 1 (one) Share, against payment of the Purchase Price specified in Exhibit A, subject to the terms and conditions set forth in the Plan and the terms and conditions set forth herein. 2.2. The Optionee is aware that the Corporation intends to issue additional shares and to grant additional Options and other equity awards in the future to various entities and individuals, as the Corporation in its sole discretion shall determine. 2.3. All Trustee 102 Options will be held in trust by a Trustee appointed by the Corporation in its sole discretion and approved pursuant to Section 102 of the Tax Ordinance and the rules, regulations, orders and procedures promulgated thereunder (“Section 102”). 2.4. With respect to Trustee 102 Options, the Optionee hereby acknowledges that he/she is familiar with the provisions of Section 102, including without limitation the type of Options granted hereunder and the tax implications applicable to such grant. 2.5. Trustee 102 Options, which shall be granted under the Plan and/or any Shares allocated or issued upon exercise of such Trustee 102 Options and/or other shares received subsequently following any changes in capitalization as specified in Section 10 of the Plan, shall be allocated or issued to the Trustee and held for the benefit of the Optionee for such period of time as required by Section 102 (the “Holding Period”). If the requirements for Trustee 102 Options are not met for any reason whatsoever, the Trustee 102 Options may be treated as Non-Trustee 102 Options, all in accordance with the provisions of Section 102. 2.6. With respect to any Trustee 102 Option, subject to the conditions set forth herein and provisions of Section 102, an Optionee shall not sell or release from trust any Trustee 102 Option or Shares received upon the exercise of a Trustee 102 Option and/or any right deriving from or in the Limited Liability Company Agreement. The Manager acknowledges and agrees that the Option Units (as such term is defined under the Limited Liability Company Agreement) will be governed by the Limited Liability Company Agreement and have the rightsconnection therewith, powersincluding, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate without limitation, in accordance with Section 10 of the Manager that has been appointed by the Board of Managers to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option Plan or any levy of any executionbonus shares or stock dividends issued in connection therewith, attachment or similar process upon any Option, all rights associated with until the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the contrary contained herein, any amounts received by the Manager prior to a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest in respect of such Option Units following such Early Departure Event is equal to the product later of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect lapse of the Option Units prior to such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited and cancelled Option Units shall not be considered outstanding for any purposes Holding Period required under the Limited Liability Company Agreement. 21.5 Upon the automatic exercise of either of the OptionsSection 102, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number Vesting Dates pursuant hereto and provided further that the Optionee has deposited with the Trustee the funds which, in the Trustee’s discretion, is sufficient and necessary for the discharge of Option Units purchased such Optionee’s tax obligations with respect to such Options and/or Shares. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to and any expenses and/or tax consequences therefrom shall be issued to borne solely by the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any PersonOptionee.

Grant of Options. 21.1 Euromar Effective as of August 1, 1997 and effective as of each August 1 thereafter for so long as you are a member of the Board of Directors, AQM hereby grants to the Manager the Options, on the terms and you an option (subject to the conditions vesting and anti-dilution provisions hereinafter set forth) to purchase six hundred (600) shares of $.01 par value common stock of AQM (hereinafter respectively referred to as the "Options" and the "Stock") at a price of Three and 75/100 Dollars ($3.75) per share, which shall be payable in full upon exercise of the Option. Except as hereinafter set forth herein and in the Limited Liability Company Agreementnext paragraph, all Options granted hereunder shall expire and terminate on August 1, 2007. The Manager acknowledges Options granted hereunder are so called Non-Qualified or Non-Statutory Options and agrees that do not constitute Incentive Stock Options within the Option Units (as such term is defined under the Limited Liability Company Agreement) will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate meaning of Section 423 of the Manager that has been appointed Internal Revenue Code. You shall be responsible for any and all taxes due in connection with the grant or exercise of the Options and/or the subsequent sale or other disposition of Stock acquired pursuant to the exercise of the Options. Options shall be exercised by written notice addressed to AQM accompanied by a check for the Board of Managers full purchase price. As a condition precedent to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer exercise of any Option, AQM reserves the right to require you to represent to it that such exercise is for investment only and not with a view to distribution and such other matters as may be necessary to comply with applicable laws or regulations. If at any time the levy Board of Directors of AQM in its sole discretion determines that the listing, registration, or qualification of shares of Stock issuable hereunder on any securities exchange or under any state or federal law, or the consent or approval of any executiongovernmental regulatory body, attachment is necessary or similar process upon any Option that is desirable as a condition of, or in connection with the issue, transfer or purchase of Stock, the Options granted hereunder may not permitted by this Agreementbe exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall be null and void and without effect and upon any attempted Transfer have been effected or obtained free of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with conditions not acceptable to the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all AQM Board. The granting of the Options shall automatically be forfeited not confer any rights as a stockholder unless and cancelled, effective immediately, regardless of whether such Options have vested or been until an Option is validly exercised and (ii) all outstanding Option Units a certificate issued. Nothing contained herein shall automatically confer any security interest or other interest in any assets of AQM and you shall be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the contrary contained herein, any amounts received by the Manager prior to a Forfeiture Event general unsecured creditor of AQM with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest in respect of such Option Units following such Early Departure Event is equal amounts which may become due you pursuant to the product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited and cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreementterms hereof. 21.5 Upon the automatic exercise of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Person.

Grant of Options. 21.1 Euromar hereby grants to the Manager the Options, on the terms 4.01 On and subject to the terms of this Scheme, the Board shall be entitled at any time and from time to time within the life of this Scheme set out in Clause 3.02 to offer to grant to any Participant as the Board may in its absolute discretion select, and subject to such conditions set forth herein and in as the Limited Liability Board may think fit, Option(s) to subscribe for such number of Shares as the Board may determine at the Subscription Price. For the avoidance of doubt, the grant of any Options by the Company Agreementfor the subscription of Shares to any person who falls within any of the classes of Participants shall not, by itself, unless the Board otherwise determined, be construed as a grant of Option under this Scheme. The Manager acknowledges and agrees that the Option Units (as such term is defined under the Limited Liability Company Agreement) will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to basis of eligibility of any Affiliate of the Manager that has been appointed classes of Participants to the grant of any Options shall be determined by the Board from time to time on the basis of Managers their contribution to manage the day-to-day operations development and growth of Euromar the Group. 4.02 An Offer shall be made to a Participant by letter in such form as the Board may from time to time determine requiring the Participant to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of this Scheme and shall remain open for acceptance by the Participant concerned for a period of thirty (ii30) days from the Offer Date provided that no Offer shall be open for acceptance after the expiry of this Scheme set out in Clause 3.02 or after this Scheme has been terminated in accordance with the provisions hereof. No consideration is payable on acceptance of each grant of Option(s). 4.03 An Offer shall be deemed to have been accepted and the Option to which such Offer relates shall be deemed to have been granted and to have taken effect when the acceptance form attached to the Offer with the number of Shares in respect of which the Offer is accepted clearly stated therein is duly completed, signed and returned in accordance with Clause 4.02 by the Grantee and is received by the Company at its principal office or such other address as is specified in the relevant Offer letter. 4.04 To the extent that the Offer is not accepted within thirty (30) days from the Offer Date in the manner indicated in Clause 4.03, it will be deemed to have been irrevocably declined and lapsed automatically. 4.05 Each grant of Options to a director, chief executive (other than a proposed director or a proposed chief executive of the Company) or substantial shareholder of the Company under this Scheme or any other share option scheme of the Company or any of its Subsidiaries must comply with the requirements under the Securities Act and must be subject to execution, attachment or similar process. Any attempted Transfer of any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the contrary contained herein, any amounts received approval by the Manager prior to a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property of the ManagerBoard. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest in respect of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited and cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreement. 21.5 Upon the automatic exercise of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Person.

Grant of Options. 21.1 Euromar hereby 2.1 TCC grants to each of the Manager Optionholders an option exerciseable in respect of the Options, on First Tranche during the terms and subject to the conditions set forth herein First Put Option Period and in respect of the Limited Liability Company Agreement. The Manager acknowledges Second Tranche during the Second Put Option Period to require TCC to purchase the Remaining Shares ("Put Options") and agrees that each of the Optionholders grants to TCC an option exerciseable in respect of the First Tranche during the First Call Option Units Period and in respect of the Second Tranche during the Second Call Option Period to require the Optionholders to sell to TCC the Remaining Shares respectively held by them (as "Call Options"), such term is defined under Options to be exercised in respect of the Limited Liability Company Agreement) will be governed by First Tranche at the Limited Liability Company Agreement First Option Price and have in respect of the rights, powers, preferences and privileges set forth thereinSecond Tranche at the Second Option Price. 21.2 2.2 The Options (i) may not shall only be Transferred (exerciseable as such term is defined under regards the Limited Liability Company Agreement) other than to any Affiliate of the Manager that has been appointed by the Board of Managers to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, First Tranche and the levy Second Tranche in respect of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless holdings of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, shares of the Optionholders in the respective tranches and shall not be considered outstanding capable of being exercised in respect of part of those holdings. 2.3 The completion of the exercise of either a Put Option or a Call Option in respect of the First Tranche or the Second Tranche (as the case may be) shall determine all rights in connection with the other in respect of that Tranche. 2.4 The Put Options shall be exerciseable by the relevant Optionholders serving upon TCC an Exercise Notice which shall thereupon become binding upon TCC in respect of that Optionholders' Remaining Shares comprised in the First Tranche or the Second Tranche (as the case may be). 2.5 The Call Options shall be exerciseable by TCC serving upon the Optionholders or any of them an Exercise Notice which shall thereupon become binding upon the Optionholder concerned in respect of that Optionholders' Remaining Shares comprised in the First Tranche or the Second Tranche (as the case may be). 2.6 An Exercise Notice when served (whether upon TCC or any of the Optionholders) shall be irrevocable. 2.7 Completion shall be held within 3 Business Days of the end of the relevant period at the registered office of AVH. At Completion the Optionholders in receipt of an Exercise Notice in respect of a Call Option and the Managers who have served an Exercise Notice in respect of a Put Option shall deliver to TCC definitive share certificates for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything Remaining Shares the subject of the Call Option or the Put Option (as the case may be) together with duly executed transfers of shares in favour of TCC (or as it may direct) and TCC shall pay to the contrary contained herein, any amounts received Managers' Solicitors by telegraphic transfer the Manager prior to a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property aggregate of the Manager. 21.4 Upon consideration (calculated at the occurrence of an Early Departure EventFirst Option Price or the Second Option Price, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that as the Percentage Interest case may be) payable in respect of such Option Units following such Early Departure Event is equal to of those Remaining Shares comprised in the product of (i) First Tranche or the Percentage Interest Second Tranche (as the case may be) as have been the subject of an Exercise Notice. The receipt by the Managers' Solicitors shall be binding upon each of the Optionholders and TCC shall not be concerned with the distribution of such term is defined under consideration amongst the Limited Liability Company Agreement) Optionholders (or any of them). 2.8 If any Optionholder shall fail to deliver duly executed transfers of the Remaining Shares the subject of an Exercise Notice at Completion (whether in respect of the Option Units prior First Tranche or the Second Tranche) and certificates of title thereto such Optionholder hereby irrevocably authorises and appoints TCC (acting by any director of TCC or any person duly authorised by the directors of TCC) as his attorney to execute on his behalf any such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited transfer of Remaining Shares and cancelled Option Units shall not be considered outstanding any indemnity for any purposes under the Limited Liability Company Agreementdocuments of title not so delivered. 21.5 Upon the automatic exercise of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Person.

Grant of Options. 21.1 Euromar hereby grants The Board or the Committee shall determine, within the limitations of the Plan, the Participants to the Manager the Options, on the terms and subject whom Options are to the conditions set forth herein and in the Limited Liability Company Agreement. The Manager acknowledges and agrees that the Option Units (as such term is defined be granted under the Limited Liability Company Agreement) will Plan, the number of Shares that may be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as purchased under each such term is defined under the Limited Liability Company Agreement) other than to any Affiliate of the Manager that has been appointed by the Board of Managers to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, Option and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediatelyoption price, and shall not be considered outstanding for any purposes under designate such Options at the Limited Liability Company Agreement; time of the grant as either "incentive stock options" or "nonqualified stock options;" provided, however, that notwithstanding anything (i) the aggregate number of "incentive stock options" that may be granted under the Plan is 1,000,000, and (ii) Options granted to the contrary contained hereinManager, employees of the Manager or to any amounts received other non-employee of the Company may only be "nonqualified stock options." All Options granted pursuant to this Article 4 shall be authorized by the Manager prior to a Forfeiture Event Board or the Committee and shall be evidenced in writing by share option agreements ("Share Option Agreements") in such form and containing such terms and conditions as the Board or the Committee shall determine which are not inconsistent with the provisions of the Plan, and, with respect to any Share Option Units shall Agreement granting Options which are intended to qualify as "incentive stock options," are not be forfeited or disgorged and shall remain the sole property inconsistent with Section 422 of the Manager. 21.4 Upon Code. Granting an Option pursuant to the occurrence Plan shall impose no obligation on the recipient to exercise such option. Any individual who is granted an Option pursuant to this Article 4 may hold more than one Option granted pursuant to such Articles at the same time and may hold both "incentive stock options" and "nonqualified stock options" at the same time. To the extent that any Option does not qualify as an "incentive stock option" (whether because of an Early Departure Eventits provisions, a number the time or manner of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest in respect of its exercise or otherwise) such Option Units following such Early Departure Event is equal to or the product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited and cancelled Option Units portion thereof which does not so qualify shall not be considered outstanding for any purposes under the Limited Liability Company Agreementconstitute a separate "nonqualified stock option. 21.5 Upon the automatic exercise of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Person."

Grant of Options. 21.1 Euromar hereby Section 2.1 - Grant of Options ------------------------------ On and as of the Grant Date the Company grants to the Manager the OptionsOptionee an Option to purchase any part or all of an aggregate number of Shares, on as stated in Schedule A to this Agreement, upon the terms and subject to the conditions set forth herein and in the Limited Liability Company this Agreement. The Manager In circumstances where Optionee is required to enter into the Restrictive Covenant agreement set forth in Schedule B, Optionee agrees that the grant of an Option pursuant to this Agreement is sufficient consideration for Optionee entering into such agreement. Optionee acknowledges and agrees that the Company may provide grants of an Option Units (and/or Shares pursuant to this Plan in lieu of any grants the Company is obligated to make under any pre-existing plans, agreements or letters and that such grants when made pursuant to this Plan shall fully discharge the Company's obligations to make any such grant under any pre-existing plan, agreement or letter. Section 2.2 - Exercise Price ---------------------------- Subject to Section 2.4, the exercise price of each Share subject to the Option shall be as such term is defined stated in Schedule A to this Agreement. Section 2.3 - Employment Rights ------------------------------- Subject to the terms of the Agreement of Restrictive Covenants and Other Obligations where applicable, the rights and obligations of Optionee under the Limited Liability terms of his office or employment with the Company Agreement) will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to or any Affiliate of the Manager that has been appointed by the Board of Managers to manage the day-to-day operations of Euromar and (ii) Subsidiary shall not be subject affected by his participation in this Plan or any right which he may have to execution, attachment participate in it and Optionee hereby waives any and all rights to compensation or similar process. Any attempted Transfer damages in consequence of the termination of his office or employment for any Option, and the levy of any execution, attachment reason whatsoever insofar as those rights arise or similar process upon may arise from his ceasing to have rights under or be entitled to exercise any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of as a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the contrary contained herein, any amounts received by the Manager prior to a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest in respect result of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited and cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreementtermination. 21.5 Upon the automatic exercise of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Person.

Grant of Options. 21.1 Euromar hereby grants to the Manager the Options, on (a) Upon the terms and subject to the conditions hereinafter set forth herein forth, the Corporation hereby grants to the Optionee the right and option to purchase from the Corporation a total of Eight Hundred Thousand (800,000) Shares of the Corporation at an exercise (i.e., purchase) price determined by the provisions of Section 6 hereof (the "OPTIONS"). The Options granted hereby shall be exercisable as provided in Sections 2 and 3 hereof unless terminated at an earlier date in accordance with the Limited Liability Company terms of this Agreement. The Manager acknowledges and agrees that If the Option Units (as such term is defined under Options shall terminate for any reason without having been exercised in full, the Limited Liability Company Agreement) will be governed by Corporation may use any then remaining unpurchased Shares reserved for the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than grant of options to any Affiliate of the Manager that has been appointed other employee or party selected by the Board of Managers to manage Directors of the day-to-day operations Corporation (the "BOARD") or for any other appropriate corporate purpose, as determined in the sole discretion of Euromar and the Board. The Options shall become exercisable immediately upon vesting. (iib) shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted The Options granted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediatelyAgreement are not, and shall not be considered outstanding for any purposes deemed, to have been granted under the Limited Liability Company Agreement; providedCorporation's 1999 Stock Option Plan (the "1999 PLAN"), however, that notwithstanding anything to the contrary contained herein, Corporation's 1993 Non-Statutory Stock Option Plan (the "1993 PLAN") or any amounts received by the Manager prior to a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property other stock option plan of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest Corporation in respect of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest (effect as such term is defined under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event multiplied by date hereof or hereafter adopted (ii) the Early Departure Multiplier. Such forfeited "OTHER PLANS"), and cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreement. 21.5 Upon the automatic exercise of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased Shares which may be reserved for the Optionee's exercise of the Options granted hereunder shall not reduce the number of Shares reserved under the 1999 Plan, the 1993 Plan or any Other Plans and, in the event the Options granted hereunder shall terminate for any reason without having been exercised in full, none of any then remaining unpurchased Shares subject to the Options shall increase the total number of Shares then reserved for purchase under the 1999 Plan, the 1993 Plan or any Other Plan of the Corporation. (c) It is intended both by the Corporation and Optionee that the Options granted hereby shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any PersonNon-Statutory Stock Options.

Grant of Options. 21.1 Euromar 2.1 Subject to the Tender Offer becoming unconditional in all respects and not being terminated in accordance with the Offer to Purchase and to Dealer purchasing and receiving (subject to the completion of stamping formalities, if necessary) the Dealer Purchased Shares: (a) the Company hereby grants to Dealer the right (the “Put Option”) to exercise rights under the Master Put/Call Agreement to require the Company to purchase the Dealer Purchased Shares from Dealer; and (b) Dealer hereby grants to the Manager Company the Optionsright (the “Call Option”) to exercise rights under the Master Put/Call Agreement to require Dealer to sell the Dealer Purchased Shares to the Company, each on the terms of this Agreement. In this Agreement, the term “Option” refers to whichever of the Put Option and subject the Call Option has been exercised. If an Option is exercised, the party hereto which exercises such Option shall also exercise the equivalent “Option” under the Master Put/Call Agreement at the same time in accordance with Section 2.3. For the purposes of the Master Put/Call Agreement: (x) the “Exercise Shares” (as defined in the Master Put/Call Agreement) shall be a number of Liberty Shares equal to the conditions set forth herein and number of the Dealer Purchased Shares; (y) the “Exercise Price” (as defined in the Limited Liability Company Agreement. The Manager acknowledges and agrees that the Option Units (as such term is defined under the Limited Liability Company Master Put/Call Agreement) will shall be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options equal to (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate of applicable Strike Price for the Manager that has been appointed by the Board of Managers to manage the day-to-day operations of Euromar Dealer Purchased Shares and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer the amount of any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the contrary contained herein, any amounts received by the Manager prior to a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest in respect of those Dealer Purchased Shares in each case being purchased in the applicable Tender Offer; and (z) the “Exercise Date” (as defined in the Master Put/Call Agreement) shall be the date on which the Option is exercised. 2.2 Subject to Section 2.3, notice to exercise the relevant Option may be given at any time on or after the Preliminary Results Notice is delivered or, subject to the Master Put/Call Agreement, such other time(s) or date(s) as the Company and Dealer agree in respect of all (but not less than all) of the Dealer Purchased Shares (a) by Dealer to the Company by way of a written notice in the form set out in Schedule 1 of this Agreement in respect of the exercise of the Put Option Units following such Early Departure Event is (the “Put Option Exercise Notice”) or (b) by the Company to Dealer by way of a written notice in the form set out in Schedule 2 of this Agreement in respect of the exercise of the Call Option (the “Call Option Exercise Notice”). 2.3 Following service of a Put Option Exercise Notice or a Call Option Exercise Notice pursuant to Section 2.2 (being an “Option Exercise Notice”), no further Option Exercise Notice may be served. The Option Exercise Notice shall also comprise an “Exercise Notice” (as defined in the Master Put/Call Agreement) for the purposes of the Master Put/Call Agreement and accordingly exercise of an Option shall also constitute exercise of the equivalent “Option” under the Master Put/Call Agreement without requirement for delivery of any further notice. 2.4 Each Dealer Purchased Share purchased by the Company from Dealer on exercise of an Option and of the equivalent “Option” under the Master Put/Call Agreement shall be purchased at a price per Dealer Purchased Share equal to the sum of applicable Strike Price and the amount of any Liability in respect of that Dealer Purchased Share. 2.5 The amount to be paid in connection with the exercise of the Option shall be an amount equal to the sum of: (a) the product of (i) the Percentage Interest (number of Class A Shares identified as such term is defined under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event Dealer Purchased Shares multiplied by (ii) the Early Departure Multiplier. Such forfeited and cancelled Option Units shall not be considered outstanding for Class A Strike Price (the “Class A Amount”), plus (b) the product of (i) the number of Class C Shares identified as the Dealer Purchased Shares multiplied by (ii) the Class C Strike Price (such amount together with the Class A Amount, the “Required Amount”), plus (c) necessary funds to cover any purposes amounts payable under Section 2.15 (the Limited Liability Company Agreement“Liability”). 21.5 Upon 2.6 Not later than 4:30 p.m. New York Time on the automatic exercise of Expiration Date (such time and date, the “Cut-Off Time”), the Company shall (a) either of (A) deposit in cleared funds to the OptionsCompany’s equity account with Credit Suisse Securities (USA) LLC (such account, the “Pre-Funding Account” and Credit Suisse Securities (iUSA) LLC in such capacity, the “Broker”) an amount equal to $1.25 billion (the Exercise Price “Funded Amount”) or (B) cause to be held in the Pre-Funding Account U.S. treasury bills (having maturity dates equal to or less than 12 months) with an aggregate value, based on the market value of such U.S. treasury bills as measured on the Business Day prior to the Expiration Date, equal to not less than the Funded Amount and (b) deliver to the Broker a specimen signature in respect of each of Xxxxxx Xxxxx and Xxxx Xxxxxxxx (the “Authorized Signatories”), who shall each be duly authorized by the Company to direct the dispositions of any funds contained in the Pre-Funding Account; provided that, in the case of clause (a) of this Section 2.6, if the Company amends the Tender Offer in a way that would increase the potential amount of the Required Amount, the Funded Amount shall be deducted deemed adjusted equal to such greater potential Required Amount. 2.7 Not later than the Cut-Off Time, the Company shall deliver to the Broker an irrevocable payment instruction in the form attached hereto as Schedule 3 (the “First Payment Instruction”) duly executed by one or both of the Authorized Signatories instructing the Broker, if cleared funds equal to the Required Amount are not already in the Pre-Funding Account, to sell a sufficient number of U.S. treasury bills held in the Pre-Funding Account for cash on the first Business Day prior to the Settlement Date, for settlement on the Settlement Date so that the cash held in the Pre-Funding Account on the Settlement Date is equal to the Required Amount and, upon receipt by the Broker of a copy of the Settlement Notice (as defined below), to transfer an amount equal to the Required Amount (as set forth in the Settlement Notice) in cleared funds from the next subsequent Distribution Pre-Funding Account to the account of Dealer designated in the Payment Instruction, in order to effect the “Settlement” (as such term is defined under in the Limited Liability Company Master Put/Call Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company “Option” (as defined in the Master Put/Call Agreement) exercised pursuant to this Agreement and the Master Put/Call Agreement (ii“Completion”). 2.8 If on the Preliminary Results Date: (a) the number Company publicly announces that a Tender Offer or the Tender Offers are undersubscribed and, as a result of Option Units purchased such undersubscription, the Funded Amount is greater than the Required Amount, then, on the Preliminary Results Date, the Company shall be issued entitled to withdraw from the Pre-Funding Account an amount of cash and/or securities with an aggregate value equal to the Manager. All difference between the Funded Amount and the Required Amount; and (b) the Company publicly announces its intention to exercise its right to upsize a Tender Offer or the Tender Offers and, as a result of such upsizing, the Required Amount is greater than Funded Amount, then, on the Preliminary Results Date, the Company shall increase the amount held in the Pre-Funding Account by an amount of cash and/or securities with an aggregate value equal to the difference between the Required Amount and the Funded Amount. 2.9 On the Settlement Date, the Company shall cause an amount equal to the Required Amount to be held in the Pre-Funding Account in cleared funds. 2.10 Not later than 4:30 p.m. New York time on the first (1st) Business Day after the amount of the Liability, if any, has been confirmed to Dealer and the Company by the Depositary following Dealer’s receipt of the Dealer Purchased Shares, and subject to receipt by the Company of the Settlement Notice (as defined below), the Company shall (a) deposit in cleared funds to a pound sterling denominated account established by and opened with the Broker or an affiliate thereof in the name of the Company an amount equal to the Liability (such account, the “Sterling Account”) and (b) deliver to the Broker or the Broker’s relevant affiliate an irrevocable payment instruction substantially in the form attached hereto as Schedule 3 (the “Second Payment Instruction”, and together with the First Payment Instruction, the “Payment Instructions”) duly executed by one or both Authorized Signatories instructing the Broker to transfer the amount of the Liability in cleared funds from the Sterling Account to the account of Dealer designated in the Second Payment Instruction. Payment of the Required Amount and the Liability to the account of Dealer designated in the Payment Instructions shall satisfy the Company’s obligations to pay any amount on “Settlement” under the Master Put/Call Agreement. 2.11 The parties acknowledge and agree that the Depositary (or such other person as mutually agreed by the parties hereto) has been instructed to co-ordinate stamp duty matters in relation to the Dealer Purchased Shares tendered in certificated form, including the calculation of the amount of the Liability. 2.12 Immediately following (x) Dealer depositing with the Depositary the funds required to purchase the Dealer Purchased Shares and (y) (subject to the completion of stamping formalities, if necessary) Dealer’s receipt of the Dealer Purchased Shares, Dealer will send a written notice informing the Company and the Broker that the settlement of the Dealer Purchased Shares has occurred (the “Settlement Notice”). As soon as is reasonably practicable, but in no event later than one (1) Business Day following Settlement (as defined in the Master Put/Call Agreement), Dealer shall provide the Company with a trade confirmation in respect of the acquisition by the Company of the Dealer Purchased Shares from Dealer pursuant to the exercise of the equivalent “Option” under the Master Put/Call Agreement. 2.13 Immediately following exercise of an Option Units in accordance with this Agreement and subject to receipt by the Company of the Settlement Notice, Dealer shall: (a) in the case of Dealer Purchased Shares held in uncertificated form, deliver the Dealer Purchased Shares to the Depositary for cancellation; and (b) in the case of Dealer Purchased Shares held in certificated form: a. deliver a stock transfer form in relation to such Dealer Purchased Shares to the Depositary (or such other person as mutually agreed by the parties hereto), duly executed by Dealer in favor of the Company; and b. instruct the Depositary (or such other person as mutually agreed by the parties hereto) to deliver the definitive share certificates evidencing title to such Dealer Purchased Shares to the Company for cancellation following receipt by the Company of the duly stamped stock transfer form in respect of such Dealer Purchased Shares, in each case in order to effect the “Settlement” (as defined in the Master Put/Call Agreement) of the “Option” (as defined in the Master Put/Call Agreement) exercised pursuant to this Agreement and the Master Put/Call Agreement and Completion for the purposes of this Agreement. 2.14 Dealer hereby assigns to the Company, with effect from Completion, all such benefit as it may have, immediately prior to Completion, in any covenants, representations and warranties relating to title and encumbrances in respect of the Dealer Purchased Shares, and the Dealer Purchased Shares shall be duly authorizedsold at Completion with all such right, validly issuedinterest and title as Dealer may have acquired in those Dealer Purchased Shares pursuant to the Tender Offers and the Master Put/Call Agreement. 2.15 By way of additional consideration in connection with the exercise of the Option, fully the Company agrees that it will pay to Dealer in the manner set out in this Agreement an amount equal to any and all stamp duty or stamp duty reserve tax (and any interest or penalties thereon) payable by Dealer as a result of Dealer’s acquisition of the Dealer Purchased Shares in accordance with the Tender Offer Documents (excluding any stamp duty or stamp duty reserve tax arising under sections 67, 70, 93 or 96 of the UK Finance Xxx 0000 and any interest, penalties or other damages or charges attributable to any unreasonable delay by the Dealer in connection with the relevant stamp duty or stamp duty reserve tax). 2.16 The Company acknowledges that it will be liable for, and accordingly agrees that it will pay (or procure the payment of), any and all stamp duty or stamp duty reserve tax (and any interest or penalties thereon) attributable to the acquisition of the Dealer Purchased Shares by the Company on exercise of an Option. 2.17 Dealer shall pay or cause to be paid all share transfer taxes, if any, applicable to the transfer to it of the Dealer Purchased Shares in the circumstances set out in the Tender Offer Documents, provided that stamp duty and nonassessable, stamp duty reserve tax shall be delivered free dealt with in accordance with Sections 1.1(c), 2.11, 2.15 and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Person2.16.

Grant of Options. 21.1 Euromar (a) Each Stockholder hereby irrevocably grants to Acquisition an exclusive option (the Manager "Call Option") to purchase all Shares of such Stockholder at the Merger Price per Share specified in Section 2.1(c) of the Merger Agreement (the "Option Price"), which Option shall be exercisable by Acquisition at any time after the date hereof and prior to the termination of this Agreement. (b) If (i) the Information Statement has been filed with the SEC in preliminary form in accordance with Section 5.4 of the Merger Agreement; (ii) a period of twelve days has elapsed following such filing; (iii) the Company has been advised by the staff of the SEC that it is in the process of reviewing the Information Statement and notwithstanding the Company's reasonable efforts that review has not been completed; and (iv) all of the conditions described in Section 6.1 of the Merger Agreement (other than Section 6.1(e)) have been satisfied, then the Stockholders shall have the option (the "Put Option", and together with the Call Option, the "Options") to require Acquisition to purchase from the Stockholders all, but not less than all, of the Shares of each Stockholder at the Option Price. The Put Option may be exercised by the Stockholders at any time beginning on the terms date on which the conditions specified in clauses (i) through (iv) of the preceding sentence are satisfied until this Agreement is terminated. (c) To exercise an Option, the exercising party shall send a written notice ("Exercise Notice") to each other party specifying the place and the time (which shall be not less than two business days and not more than four business days after the date of the Exercise Notice) for the closing of the purchase and sale of the Shares in accordance with the exercise of the Option. The closing of the purchase and sale of the Shares (the "Option Closing") pursuant to the exercise of the Option shall take place at the place and at the time designated by the exercising party in the Exercise Notice. The obligation of Siemens or its designee to purchase the Shares at the Option Closing shall be subject to the conditions set forth herein and in the Limited Liability Company Agreement. The Manager acknowledges and agrees that the Option Units (as such term is defined under the Limited Liability Company Agreement) will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate of the Manager that has been appointed by the Board of Managers to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options conditions described in Section 6.1 of the Merger Agreement (other than Section 6.1(e)) shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised satisfied and (ii) all outstanding Option Units proper arrangements shall automatically be forfeited and cancelled, effective immediatelyhave been made to give effect to the provisions of Section 1.6 of the Merger Agreement, and the securities law requirements described in Section 1.6(b) shall have been satisfied. (d) At the Option Closing, each Stockholder shall sell, assign, convey and transfer to Acquisition, each such Stockholder's Shares, free and clear of any and all liens, claims, security interests, encumbrances, options or adverse claims whatsoever, and each Stockholder shall deliver or cause to be delivered to Acquisition a certificate or certificates representing the number of Shares to be delivered by such Stockholder at the Option Closing, duly endorsed, or accompanied by stock powers duly executed in blank, with all required transfer tax stamps affixed thereto. Siemens shall procure that the applicable portions of the Option Price are paid not be considered outstanding for any purposes later than the dates the corresponding portions of the Merger Price per Share first are payable under the Limited Liability Company Merger Agreement; provided. Payment of each amount will be by wire transfer or certified or bank cashier's check or checks. (e) In the event of any change in the Company's capital stock by reason of any stock dividend, howeverstock split, that notwithstanding anything merger, consolidation, recapitalization, combination, conversion, exchange of shares or dividend or other change in the corporate or capital structure of the Company, which would have the effect of diluting or changing Acquisition's rights hereunder, the number and kind of shares or securities subject to the contrary contained herein, any amounts received by Options and the Manager prior to a Forfeiture Event with respect to any Option Units Price shall not be forfeited or disgorged appropriately and shall remain the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such equitably adjusted so that the Percentage Interest in respect of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect of Acquisition shall receive, at the Option Units prior to such Early Departure Event multiplied by (ii) Closing, the Early Departure Multiplier. Such forfeited number and cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreement. 21.5 Upon the automatic exercise class of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement shares or other securities or property that Acquisition would have received and (ii) the number of Option Units purchased Stockholders shall be issued to receive, at the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Person.Option

Grant of Options. 21.1 Euromar hereby grants (1) The Corporation confirms that the Participant has been granted Options under the Plan on the following basis, subject to the Manager the Options, on the terms and conditions of the Plan: (2) Attached hereto and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options in accordance with the Plan at any time and from time to time prior to the expiry of the Option Term of such Options, subject to any vesting or other applicable conditions. Such notice shall be delivered at the Corporation’s registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate. (3) The Participant understands that Section 8.2 of the Plan governs their rights to these Options upon the termination of their employment or engagement with the Corporation or any of its Subsidiaries. In summary: a. The unvested portion of these Options will be terminated upon the Participant’s Termination Date (regardless of whether the termination is lawful or unlawful, with or without Cause, an whether the Participant or the Corporation or any Subsidiary initiates the termination), and if the Participant is terminated for Cause, the vested portion of these Options will also, subject to ESL, be terminated immediately on the Participant’s Termination Date. b. If the Participant ceases to be an Eligible Participant due to the termination of their employment or engagement other than for Cause, or if they resign, the vested portion of these Options will remain available for exercise until the earlier of 90 days following the Participant’s Termination Date and the expiration of these Options. c. If the Participant ceases to be an Eligible Participant due to their Retirement or because of permanent disability, the unvested portion of these Options will terminate and become immediately void, and the vested portion of these Options will remain exercisable for a period of one (1) year following the date of Retirement or permanent disability and the expiration of these Options. d. If the Participant ceases to be an Eligible Participant due to their death, then the vested portion of their Options shall remain outstanding until the earlier of eighteen (18) months following their date of death and the expiration of these Options. Any portion of these Options that would have vested within the twelve (12) months immediately following the Participant’s date of death will vest as of their date of death. (4) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant’s rights hereunder shall be subject to the conditions set forth herein restrictive covenants and other provisions contained in that agreement. Where the Limited Liability Company Agreement. The Manager acknowledges and agrees that the Option Units (as such term Participant is defined under the Limited Liability Company Agreement) will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate of the Manager that has been appointed determined by the Board of Managers in its sole and absolute discretion to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer of have breached any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Optionsuch restrictive covenant, all rights associated with the outstanding Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically terminate and be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the contrary foregoing will not limit the application of the provisions contained herein, any amounts received in the Plan and in this Option Agreement. (5) Any exercise of Options by the Manager prior to a Forfeiture Event Participant shall be made in accordance with respect to the Corporation’s xxxxxxx xxxxxxx policy. Should the expiry date of any Option Units Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, then unless the extension would result in tax penalties, such expiry date shall not be forfeited automatically extended without any further act or disgorged and shall remain formality to that date which is the sole property tenth (10th) Business Day after the end of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediatelyBlack-Out Period, such that the Percentage Interest in respect of such Option Units following such Early Departure Event is equal tenth (10th) Business Day to the product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited and cancelled Option Units shall not be considered outstanding the expiry date for any such Options for all purposes under the Limited Liability Company AgreementPlan. 21.5 Upon the automatic exercise of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Person.

Grant of Options. 21.1 Euromar (a) As part of the consideration for the Transferred Interests sold pursuant to Section 2.1 and for the other covenants of the Sellers set forth in this Agreement, the Purchaser hereby grants the Sellers (each in accordance with their Pro Rata Percentage) the rights (the “Option Rights”) to purchase from the Purchaser or any assignee of such interests an aggregate of 49% of the equity interests of TLG (“Option Interests”), at a price per unit equal to the Manager Option Price, exercisable from and after the OptionsClosing and until the date that is eighteen (18) months following the Closing Date (the “Option Termination Date”). The Option Rights are personal to each of the Sellers, on and may not be transferred without the terms and subject to prior written consent of the conditions set forth herein Purchaser (any transfer of direct control of a Seller or of any equity interests of a Seller shall be deemed a transfer), and in the Limited Liability Company event of a transfer without the prior written consent of the Purchaser, such Option Rights shall be void. Purchase of the Option Interests shall take place pursuant to one or more option exercise agreements (“Option Exercise Agreements”) in the form attached hereto as Exhibit A; and satisfaction of all obligations of the optionee thereunder (collectively, the “Option Exercise”). Upon the Option Exercise, the Purchaser shall directly or indirectly cause the limited liability company operating agreement of TLG to be amended and restated in the form of the limited liability operating agreement attached hereto as Exhibit B (the “Post-Option LLC Agreement”). The Manager acknowledges Purchaser shall take, and agrees that shall cause TLG and the Managing Member to take, all actions necessary or reasonably requested by the Sellers to fulfill TLG’s obligations under this Section 2.5. The exercise of the Option Units Rights hereunder by any Seller is subject to such Seller not then being in breach of any material term of this Agreement if the Losses to the Purchaser or TLG arising from such breach would exceed $4,320,000 (the “Option Exercise Condition Precedent”); which condition may only be waived by the Purchaser. For avoidance of doubt, (x) the inability of one Seller to exercise its Option Rights as a result of the failure of the Option Exercise Condition Precedent shall not limit the right of any other Seller to exercise its Option Rights, and (y) the cure by a Seller of the breach that caused the failure of the Option Exercise Condition Precedent shall cause the Option Exercise Condition Precedent to be satisfied, but in no event shall such cure extend the Option Termination Date. (b) Each Seller may exercise its Option Rights one time only for the full amount of its respective Option Rights; provided, however, that: i. If TEJ and GGH each become Sellers and one of TEJ and GGH (but not both) fails to timely exercise its options, then Purchaser will cause a notice of such event to be delivered to the Sellers’ Representative and whichever of TEJ and GGH had previously exercised its options (the “Minority Option Holder”). Such notice shall include an offer to the Minority Option Holder to exercise 5/95ths of the Option Rights not exercised by such other Seller. Following receipt of such notice, the Minority Option Holder shall have ten (10) Business Days to accept such Option Rights and to give notice of its exercise thereof. The remaining 90/95ths of such unexercised Option Rights, together with any Option Rights not accepted by the Minority Option Holder, shall be assigned to Morgans Group, and Morgans Group shall accept such Option Rights. ii. If only one of TEJ and GGH is a Seller and such Seller fails to timely exercise its Option Rights, then such non-exercised Option Rights shall be assigned to Morgans Group, and Morgans Group may, in its sole discretion, accept or reject such Option Rights; provided that, if Morgans has previously exercised any of its Option Rights, Morgans shall be obligated to accept and promptly exercise such additional Options Rights. iii. Without limiting the foregoing, if either TEJ or GGH becomes a Seller and exercises its Option Rights, then Purchaser will cause a notice to be delivered to all other holders of the Option Rights giving such holders ten (10) Business Days to exercise their respective Options Rights, but in no event beyond the Option Termination Date. Failure to exercise the Option Rights before the earlier of such ten (10) Business Day period or the Option Termination Date will cause all remaining unexercised Option Rights to be extinguished. (c) Following the Closing and until the earlier to occur of (x) the exercise of the Option Rights, and (y) the Option Termination Date, without the prior written consent of the majority by Pro Rata Percentage of the Sellers as holders of the Option Rights, the Purchaser shall not, and where applicable shall cause TLG to not take any actions with respect to TLG or its business that would be in violation of Section 9.1(b) or Article VII of the Post-Option LLC Agreement were such section of the Post-Option LLC Agreement in place at such time and the Sellers, having exercised the Option Rights, were Non-Managing Members (as such term is defined under in the Limited Liability Company Post-Option LLC Agreement) will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein). 21.2 The Options (id) may not be Transferred (as such term is defined under Any disagreement or dispute between the Limited Liability Company Agreement) other than to any Affiliate of the Manager that has been appointed by the Board of Managers to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, Sellers and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated Purchaser with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything regard to the contrary contained herein, any amounts received by the Manager prior to a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest in respect of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect calculation of the Option Units prior Value shall be resolved in accordance with the principles set forth in Section 2.4 to such Early Departure Event multiplied by (ii) resolve the Early Departure MultiplierFinal Net Working Capital Amount, mutatis mutandis. Such forfeited and cancelled Option Units shall not Options may be considered outstanding for any purposes under the Limited Liability Company Agreement. 21.5 Upon the automatic exercise fractionally exercised in increments of either 0.01 common units of the Options, (i) an amount equal TLG solely in order to give effect to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any PersonSellers’ respective Pro Rata Percentage interests.

Grant of Options. 21.1 Euromar 2.1 Subject to the Tender Offer becoming unconditional in all respects and not being terminated in accordance with the Offer to Purchase and to Dealer purchasing and receiving (subject to the completion of stamping formalities, if necessary) the Dealer Purchased Shares: (a) the Company hereby grants to Dealer the right (the “Put Option”) to exercise rights under the Master Put/Call Agreement to require the Company to purchase the Dealer Purchased Shares from Dealer; and (b) Dealer hereby grants to the Manager Company the Optionsright (the “Call Option”) to exercise rights under the Master Put/Call Agreement to require Dealer to sell the Dealer Purchased Shares to the Company, each on the terms of this Agreement. In this Agreement, the term “Option” refers to whichever of the Put Option and subject the Call Option has been exercised. If an Option is exercised, the party hereto which exercises such Option shall also exercise the equivalent “Option” under the Master Put/Call Agreement at the same time in accordance with Section 2.3. For the purposes of the Master Put/Call Agreement: (x) the “Exercise Shares” (as defined in the Master Put/Call Agreement) shall be a number of Liberty Shares equal to the conditions set forth herein and number of the Dealer Purchased Shares; (y) the “Exercise Price” (as defined in the Limited Liability Company Agreement. The Manager acknowledges and agrees that the Option Units (as such term is defined under the Limited Liability Company Master Put/Call Agreement) will shall be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options equal to (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate of applicable Strike Price for the Manager that has been appointed by the Board of Managers to manage the day-to-day operations of Euromar Dealer Purchased Shares and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer the amount of any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the contrary contained herein, any amounts received by the Manager prior to a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest in respect of those Dealer Purchased Shares in each case being purchased in the applicable Tender Offer; and (z) the “Exercise Date” (as defined in the Master Put/Call Agreement) shall be the date on which the Option is exercised. 2.2 Subject to Section 2.3, notice to exercise the relevant Option may be given at any time on or after the Preliminary Results Notice is delivered or, subject to the Master Put/Call Agreement, such other time(s) or date(s) as the Company and Dealer agree in respect of all (but not less than all) of the Dealer Purchased Shares (a) by Dealer to the Company by way of a written notice in the form set out in Schedule 1 of this Agreement in respect of the exercise of the Put Option Units following such Early Departure Event is (the “Put Option Exercise Notice”) or (b) by the Company to Dealer by way of a written notice in the form set out in Schedule 2 of this Agreement in respect of the exercise of the Call Option (the “Call Option Exercise Notice”). 2.3 Following service of a Put Option Exercise Notice or a Call Option Exercise Notice pursuant to Section 2.2 (being an “Option Exercise Notice”), no further Option Exercise Notice may be served. The Option Exercise Notice shall also comprise an “Exercise Notice” (as defined in the Master Put/Call Agreement) for the purposes of the Master Put/Call Agreement and accordingly exercise of an Option shall also constitute exercise of the equivalent “Option” under the Master Put/Call Agreement without requirement for delivery of any further notice. 2.4 Each Dealer Purchased Share purchased by the Company from Dealer on exercise of an Option and of the equivalent “Option” under the Master Put/Call Agreement shall be purchased at a price per Dealer Purchased Share equal to the sum of applicable Strike Price and the amount of any Liability in respect of that Dealer Purchased Share. 2.5 The amount to be paid in connection with the exercise of the Option shall be an amount equal to the sum of: (a) the product of (i) the Percentage Interest (number of Class A Shares identified as such term is defined under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event Dealer Purchased Shares multiplied by (ii) the Early Departure Multiplier. Such forfeited and cancelled Option Units shall not be considered outstanding for Class A Strike Price (the “Class A Amount”), plus (b) the product of (i) the number of Class C Shares identified as the Dealer Purchased Shares multiplied by (ii) the Class C Strike Price (such amount together with the Class A Amount, the “Required Amount”), plus (c) necessary funds to cover any purposes amounts payable under Section 2.15 (the Limited Liability Company Agreement“Liability”). 21.5 Upon 2.6 Not later than 4:30 p.m. New York Time on the automatic exercise of Expiration Date (such time and date, the “Cut-Off Time”), the Company shall (a) either (i) cause Liberty Global Europe 2 Limited to purchase and hold until the Settlement Date, shares of the OptionsHSBC US Dollar Liquidity Fund with an aggregate value, based on the market value of such shares as measured on the Expiration Date, equal to not less than $1.25 billion (ithe “Funded Amount”) in Liberty Global Europe 2 Limited’s (“Liberty Europe”) account with or managed by HSBC Global Asset Management (USA) Inc. or such other affiliate of Dealer as the parties may mutually agree (the “Liberty Europe Broker”, and such account, the “Liberty Europe Equity Account”) or (ii) deposit in cleared funds to the Company’s equity account with HSBC Securities (USA) LLC (in such capacity, the “Broker” and such account, the “Company Equity Account” and together with, the Liberty Europe Equity Account, each a “Pre-Funding Account”) an amount equal to the Exercise Price Funded Amount and (b) deliver to the Broker a specimen signature in respect of each of Xxxxxx Xxxxx and Xxxx Xxxxxxxx (the “Authorized Signatories”), who shall each be duly authorized by the Company to direct the dispositions of any funds contained in the Company Equity Account; provided that, in the case of clause (a) of this Section 2.6, if the Company amends the Tender Offer in a way that would increase the potential amount of the Required Amount, the Funded Amount shall be deducted deemed adjusted equal to such greater potential Required Amount. 2.7 Not later than the Cut-Off Time, the Company shall deliver to the Broker an irrevocable payment instruction in the form attached hereto as Schedule 3 (the “First Payment Instruction”) duly executed by one or both of the Authorized Signatories instructing the Broker (upon receipt by the Broker of a copy of the Settlement Notice (as defined below)) to transfer an amount equal to the Required Amount (as set forth in the Settlement Notice) in cleared funds from the next subsequent Distribution Company Equity Account to the account of Dealer designated in the Payment Instruction, in order to effect the “Settlement” (as such term is defined under in the Limited Liability Company Master Put/Call Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company “Option” (as defined in the Master Put/Call Agreement) exercised pursuant to this Agreement and the Master Put/Call Agreement (ii“Completion”). 2.8 If on the Preliminary Results Date: (a) the number Company publicly announces that a Tender Offer or the Tender Offers are undersubscribed and, as a result of Option Units purchased such undersubscription, the Funded Amount is greater than the Required Amount, then, on the Preliminary Results Date, Liberty Europe or the Company shall be issued entitled to withdraw from the applicable Pre-Funding Account an amount of cash and/or securities with an aggregate value equal to the Manager. All difference between the Funded Amount and the Required Amount; and (b) the Company publicly announces its intention to exercise its right to upsize a Tender Offer or the Tender Offers and, as a result of such upsizing, the Required Amount is greater than Funded Amount, then, on the Preliminary Results Date, the Company shall, or shall cause Liberty Europe to, increase the amount held in the applicable Pre-Funding Account by an amount of cash and/or securities with an aggregate value equal to the difference between the Required Amount and the Funded Amount. 2.9 The Company shall, by no later than (x) 4:00 p.m. Paris time, deliver to Dealer reasonable evidence of the steps taken to cause an amount of cash in cleared funds equal to the Required Amount to be wired to the Company Equity Account by 9:00 a.m. New York City time on the Settlement Date and (y) 9:00 a.m. New York City time, cause an amount of cash in cleared funds equal to the Required Amount to be held in the Company Equity Account by on the Settlement Date. 2.10 Not later than 4:30 p.m. New York time on the first (1st) Business Day after the amount of the Liability, if any, has been confirmed to Dealer and the Company by the Depositary following Dealer’s receipt of the Dealer Purchased Shares, and subject to receipt by the Company of the Settlement Notice (as defined below), the Company shall (a) deposit in cleared funds to a pound sterling denominated account established by and opened with the Broker or an affiliate thereof in the name of the Company an amount equal to the Liability (such account, the “Sterling Account”) and (b) deliver to the Broker or the Broker’s relevant affiliate an irrevocable payment instruction substantially in the form attached hereto as Schedule 3 (the “Second Payment Instruction”, and together with the First Payment Instruction, the “Payment Instructions”) duly executed by one or both Authorized Signatories instructing the Broker to transfer the amount of the Liability in cleared funds from the Sterling Account to the account of Dealer designated in the Second Payment Instruction. Payment of the Required Amount and the Liability to the account of Dealer designated in the Payment Instructions shall satisfy the Company’s obligations to pay any amount on “Settlement” under the Master Put/Call Agreement. 2.11 The parties acknowledge and agree that the Depositary (or such other person as mutually agreed by the parties hereto) has been instructed to co-ordinate stamp duty matters in relation to the Dealer Purchased Shares tendered in certificated form, including the calculation of the amount of the Liability. 2.12 Immediately following (x) Dealer depositing with the Depositary the funds required to purchase the Dealer Purchased Shares and (y) (subject to the completion of stamping formalities, if necessary) Dealer’s receipt of the Dealer Purchased Shares, Dealer will send a written notice informing the Company and the Broker that the settlement of the Dealer Purchased Shares has occurred (the “Settlement Notice”). As soon as is reasonably practicable, but in no event later than one (1) Business Day following Settlement (as defined in the Master Put/Call Agreement), Dealer shall provide the Company with a trade confirmation in respect of the acquisition by the Company of the Dealer Purchased Shares from Dealer pursuant to the exercise of the equivalent “Option” under the Master Put/Call Agreement. 2.13 Immediately following exercise of an Option Units in accordance with this Agreement and subject to receipt by the Company of the Settlement Notice, Dealer shall: (a) in the case of Dealer Purchased Shares held in uncertificated form, deliver the Dealer Purchased Shares to the Depositary for cancellation; and (b) in the case of Dealer Purchased Shares held in certificated form: a. deliver a stock transfer form in relation to such Dealer Purchased Shares to the Depositary (or such other person as mutually agreed by the parties hereto), duly executed by Dealer in favor of the Company; and b. instruct the Depositary (or such other person as mutually agreed by the parties hereto) to deliver the definitive share certificates evidencing title to such Dealer Purchased Shares to the Company for cancellation following receipt by the Company of the duly stamped stock transfer form in respect of such Dealer Purchased Shares, in each case in order to effect the “Settlement” (as defined in the Master Put/Call Agreement) of the “Option” (as defined in the Master Put/Call Agreement) exercised pursuant to this Agreement and the Master Put/Call Agreement and Completion for the purposes of this Agreement. 2.14 Dealer hereby assigns to the Company, with effect from Completion, all such benefit as it may have, immediately prior to Completion, in any covenants, representations and warranties relating to title and encumbrances in respect of the Dealer Purchased Shares, and the Dealer Purchased Shares shall be duly authorizedsold at Completion with all such right, validly issuedinterest and title as Dealer may have acquired in those Dealer Purchased Shares pursuant to the Tender Offers and the Master Put/Call Agreement. 2.15 By way of additional consideration in connection with the exercise of the Option, fully the Company agrees that it will pay to Dealer in the manner set out in this Agreement an amount equal to any and all stamp duty or stamp duty reserve tax (and any interest or penalties thereon) payable by Dealer as a result of Dealer’s acquisition of the Dealer Purchased Shares in accordance with the Tender Offer Documents (excluding any stamp duty or stamp duty reserve tax arising under sections 67, 70, 93 or 96 of the UK Finance Xxx 0000 and any interest, penalties or other damages or charges attributable to any unreasonable delay by the Dealer in connection with the relevant stamp duty or stamp duty reserve tax). 2.16 The Company acknowledges that it will be liable for, and accordingly agrees that it will pay (or procure the payment of), any and all stamp duty or stamp duty reserve tax (and any interest or penalties thereon) attributable to the acquisition of the Dealer Purchased Shares by the Company on exercise of an Option. 2.17 Dealer shall pay or cause to be paid all share transfer taxes, if any, applicable to the transfer to it of the Dealer Purchased Shares in the circumstances set out in the Tender Offer Documents, provided that stamp duty and nonassessable, stamp duty reserve tax shall be delivered free dealt with in accordance with Sections 1.1(c), 2.11, 2.15 and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Person2.16.

Grant of Options. 21.1 Euromar hereby grants Following the execution of this Agreement, and conditional upon the Director’s continuance engagement with the Company, the Company will recommend to the Manager Board to grant the Director options to purchase a total of 50,000 shares of common stock, par value US$0.001, of the Company, at an exercise price per share equal to USD 3 (the “Options, on ”). The grant of the Options as well as the terms and conditions applicable thereto shall be subject to the conditions set forth herein sole discretion of the Board and in shall be subject to the Limited Liability provisions of the applicable equity incentive plan under which the Options will be granted, and the respective option agreement to be entered between the Company and Director (the “Option Agreement”). Such recommendation will further provide that the Options shall vest over a period of 3 years with 33.33% of the shares covered by the Options vesting on the first anniversary of your Service as Board member, and 8.33% of the shares covered by the Options at the end of each subsequent three-month period thereafter over the course of the subsequent two years, subject to Director’s continued provision of Services to the Company throughout the respective vesting period, such that upon the termination of the Services for any reason, all then unvested Options shall terminate and all then vested Options may be exercisable only during a specific period thereafter, as determined under the applicable equity incentive plan and the Option Agreement. The Manager acknowledges grant of Options shall be further conditional upon the receipt of all approvals required under any applicable law including any applicable tax laws and agrees that the execution and delivery by the Director of the Option Units (as such term is defined under the Limited Liability Company Agreement) will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (all other instruments as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate of the Manager that has been appointed required by the Board of Managers to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the contrary contained herein, any amounts received by the Manager prior to a Forfeiture Event with respect to such Options. For the avoidance of doubt, it is clarified that any Option Units taxes due with respect to the Options and participation in the equity incentive plan shall not be forfeited or disgorged borne solely by the Director and shall remain the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest Company shall be entitled to withhold tax in respect of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest (Options as such term is defined it deems required under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited and cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreementapplicable law. 21.5 Upon the automatic exercise of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased shall be issued to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Person.

Grant of Options. 21.1 Euromar hereby grants 2.1 Subject to the Manager limitations and conditions hereinafter contained and unless prohibited by law the Board may at any time, in its absolute discretion, decided whether or not to request the Trustee to exercise its discretion to grant without consideration Options to any number of Eligible Employees and if the Board so decides, it shall recommend in writing to the Trustee the Eligible Employees to whom the Trustee should grant Options, the number of Shares over which options should be granted, the Purchase Price and any conditions which should apply to the Options provided that: 2.1.1 no director or employee shall be entitled as of right to the grant of an Option; and 2.1.2 no Option may be granted under this Scheme after the tenth anniversary of the Date of Adoption. 2.2 Immediately after the Board has made a recommendation to the Trustee pursuant to Rule 2.1 the Trustee shall decide whether or not to exercise its discretion to grant options to the relevant eligible employees and if it decides to exercise its discretion to grant the options the options shall be granted in accordance with these Rules. 2.3 An Option shall be granted by a resolution of the Trustee. 2.4 An Option Holder may, within a period of twenty one days immediately following the Date of Xxxxx renounce by notice in writing to the Trustee his Option in respect of all or any part of the Shares subject of the Option. 2.5 An Option may be granted so that its exercise in subject to such objective conditions ("Performance Conditions") (not inconsistent with the provisions of the Scheme) as the Trustee in consultation with the Board may in its absolute discretion think fit provided that any: 2.5.1 such conditions shall not be inconsistent with the provisions of the Scheme and may be waived or amended if an event occurs which causes the Trustee in consultation with the Board to consider that such Performance Conditions could not fairly or reasonably be met, provided that any amended conditions should be neither more difficult nor easier to satisfy than the original Performance Conditions were intended to be at the time of their imposition; and 2.5.2 such conditions shall extend over such period determined by the Trustee in consultation with the Board at the time of the grant of the relevant options. 2.6 The Trustee in consultation with the Board may in its absolute discretion impose conditions on the terms and subject grant of an Option restricting the number of Shares in respect of which an Option may be exercised on any one occasion. 2.7 As soon as reasonably practicable after Options have been granted the Trustee shall issue an Option certificate substantially in the form set out in Schedule 2 in respect of each Option which shall specify: 2.7.1 the number of Shares comprised in the Option; 2.7.2 the Date of Xxxxx; 2.7.3 the Purchase Price; 2.7.4 details of any Performance Conditions; and 2.7.5 the last date upon which notice to exercise the Option may be given, being not later than the day immediately preceding the tenth anniversary of the Date of Xxxxx. 2.8 An Option shall be personal to the conditions set forth herein Option Holder and in the Limited Liability Company Agreement. The Manager acknowledges and agrees that the Option Units (as such term is defined under the Limited Liability Company Agreement) will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate transferred, assigned, charged, pledged or otherwise disposed of the Manager that has been appointed by the Board of Managers to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar processdealt with. Any attempted Transfer of any Optionpurported transfer, and the levy of any executionassignment, attachment charge, pledge or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option other disposal or any levy of any execution, attachment or similar process upon any Option, all rights associated dealing with the Options Option shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the contrary contained herein, any amounts received by the Manager prior to a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest in respect of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect of cause the Option Units prior to such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited lapse forthwith and cancelled each Option Units certificate shall not carry a statement to this effect; 2.9 No Option may be considered outstanding for granted on any purposes under the Limited Liability Company Agreement. 21.5 Upon the automatic exercise of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) date if the number of Option Units purchased shall Shares to be issued to on its exercise in full, when aggregated with the Manager. All number of: (a) Shares issued on the exercise of, or remaining capable of such Option Units shall be duly authorizedbeing issued on the exercise of, validly Subsisting Options granted under the Scheme during the period of 10 years ending on that date; and (b) Shares issued on the exercise of, or remaining capable of being issued, fully paid during the period of 10 years ending on that date by virtue of options or other rights granted under any other employees' share scheme (as defined in section 743 of the Act) adopted by the Company would exceed 6.82 per cent of the number of Shares in issue on that date without the prior written consent of 3i and nonassessable, this rule shall be delivered free only apply if and clear so long as 3i beneficially own any issued equity share capital of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Personthe Company.

Grant of Options. 21.1 Euromar (a) Each Stockholder hereby irrevocably grants to Acquisition an exclusive option (the Manager "Call Option") to purchase all Shares of such Stockholder at the Merger Price per Share specified in Section 2.1(c) of the Merger Agreement (the "Option Price"), which Option shall be exercisable by Acquisition at any time after the date hereof and prior to the termination of this Agreement. (b) If (i) the Information Statement has been filed with the SEC in preliminary form in accordance with Section 5.4 of the Merger Agreement; (ii) a period of twelve days has elapsed following such filing; (iii) the Company has been advised by the staff of the SEC that it is in the process of reviewing the Information Statement and notwithstanding the Company's reasonable efforts that review has not been completed; and (iv) all of the conditions described in Section 6.1 of the Merger Agreement (other than Section 6.1(e)) have been satisfied, then the Stockholders shall have the option (the "Put Option", and together with the Call Option, the "Options") to require Acquisition to purchase from the Stockholders all, but not less than all, of the Shares of each Stockholder at the Option Price. The Put Option may be exercised by the Stockholders at any time beginning on the terms date on which the conditions specified in clauses (i) through (iv) of the preceding sentence are satisfied until this Agreement is terminated. (c) To exercise an Option, the exercising party shall send a written notice ("Exercise Notice") to each other party specifying the place and the time (which shall be not less than two business days and not more than four business days after the date of the Exercise Notice) for the closing of the purchase and sale of the Shares in accordance with the exercise of the Option. The closing of the purchase and sale of the Shares (the "Option Closing") pursuant to the exercise of the Option shall take place at the place and at the time designated by the exercising party in the Exercise Notice. The obligation of Siemens or its designee to purchase the Shares at the Option Closing shall be subject to the conditions set forth herein and in the Limited Liability Company Agreement. The Manager acknowledges and agrees that the Option Units (as such term is defined under the Limited Liability Company Agreement) will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate of the Manager that has been appointed by the Board of Managers to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options conditions described in Section 6.1 of the Merger Agreement (other than Section 6.1(e)) shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised satisfied and (ii) all outstanding Option Units proper arrangements shall automatically be forfeited and cancelled, effective immediatelyhave been made to give effect to the provisions of Section 1.6 of the Merger Agreement, and the securities law requirements described in Section 1.6(b) shall have been satisfied. (d) At the Option Closing, each Stockholder shall sell, assign, convey and transfer to Acquisition, each such Stockholder's Shares, free and clear of any and all liens, claims, security interests, encumbrances, options or adverse claims whatsoever, and each Stockholder shall deliver or cause to be delivered to Acquisition a certificate or certificates representing the number of Shares to be delivered by such Stockholder at the Option Closing, duly endorsed, or accompanied by stock powers duly executed in blank, with all required transfer tax stamps affixed thereto. Siemens shall procure that the applicable portions of the Option Price are paid not be considered outstanding for any purposes later than the dates the corresponding portions of the Merger Price per Share first are payable under the Limited Liability Company Merger Agreement; provided. Payment of each amount will be by wire transfer or certified or bank cashier's check or checks. (e) In the event of any change in the Company's capital stock by reason of any stock dividend, howeverstock split, that notwithstanding anything merger, consolidation, recapitalization, combination, conversion, exchange of shares or dividend or other change in the corporate or capital structure of the Company, which would have the effect of diluting or changing Acquisition's rights hereunder, the number and kind of shares or securities subject to the contrary contained herein, any amounts received by Options and the Manager prior to a Forfeiture Event with respect to any Option Units Price shall not be forfeited or disgorged appropriately and shall remain the sole property of the Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such equitably adjusted so that the Percentage Interest in respect of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect of Acquisition shall receive, at the Option Units prior to such Early Departure Event multiplied by (ii) Closing, the Early Departure Multiplier. Such forfeited number and cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreement. 21.5 Upon the automatic exercise class of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c) of the Limited Liability Company Agreement shares or other securities or property that Acquisition would have received and (ii) the number Stockholders shall receive, at the Option Closing, the consideration they would have received in respect of Option Units purchased shall be issued the Shares purchasable upon exercise of the Options if the Options had been exercised immediately prior to the Manager. All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Personevent.

Grant of Options. 21.1 Euromar hereby grants On each Offering Date, the Company will grant to each eligible employee who is then a Participant in the Manager the Options, Plan an option (“Option”) to purchase on the terms and subject to last day of such Offering (the conditions set forth herein and in the Limited Liability Company Agreement. The Manager acknowledges and agrees that “Exercise Date”), at the Option Units Price hereinafter provided for, the lowest of (a) a number of shares of Common Stock determined by dividing such Participant’s accumulated payroll deductions on such Exercise Date by the Option Price (as such term is defined under herein), (b) the Limited Liability Company Agreement) will be governed number of shares determined by dividing $25,000 by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (i) may not be Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate Fair Market Value of the Manager that has Common Stock on the Offering Date for such Offering; or (c) such other lesser maximum number of shares as shall have been appointed established by the Board of Managers to manage the day-to-day operations of Euromar and (ii) shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, and the levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and void and without effect and upon any attempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all rights associated with the Options shall be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all Administrator in advance of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company AgreementOffering; provided, however, that notwithstanding anything such Option shall be subject to the contrary contained herein, any amounts received by limitations set forth below. Each Participant’s Option shall be exercisable only to the Manager prior to extent of such Participant’s accumulated payroll deductions on the Exercise Date. The purchase price for each share purchased under each Option (the “Option Price”) will be at a Forfeiture Event with respect to any Option Units shall not be forfeited or disgorged and shall remain the sole property maximum discount of 15 percent of the Manager. 21.4 Upon Fair Market Value of the occurrence Common Stock on the Offering Date or the Exercise Date, whichever is less. 4 Note to Draft: Minimum and maximum percentages to be confirmed. Notwithstanding the foregoing, no Participant may be granted an option hereunder if such Participant, immediately after the option was granted, would be treated as owning stock possessing five (5) percent or more of an Early Departure Event, a number the total combined voting power or value of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that all classes of stock of the Percentage Interest in respect of such Option Units following such Early Departure Event is equal to the product of (i) the Percentage Interest Company or any Parent or Subsidiary (as such term is defined under the Limited Liability Company Agreement) in respect Section 11). For purposes of the Option Units prior to such Early Departure Event multiplied by (ii) preceding sentence, the Early Departure Multiplier. Such forfeited and cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreement. 21.5 Upon the automatic exercise attribution rules of either of the Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made to the Manager pursuant to Section 6.1(c424(d) of the Limited Liability Company Agreement Code shall apply in determining the stock ownership of a Participant, and (ii) all stock which the number of Option Units purchased Participant has a contractual right to purchase shall be issued treated as stock owned by the Participant. In addition, no Participant may be granted an Option which permits his or her rights to purchase stock under the Manager. All Plan, and any other employee stock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined on the option grant date or dates) for each calendar year in which the Option Units is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code and shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any nature whatsoever and shall not be subject to preemptive or similar rights of any Personapplied taking Options into account in the order in which they were granted.