Common use of Option Purchase Price Clause in Contracts

Option Purchase Price. If the Management Stockholder shall be terminated by any of the Companies without Cause or shall cease to be employed by any of the Companies by reason of death or temporary or permanent disability, the "Option Purchase Price" for the Common Stock and/or Preferred Stock to be purchased from such Management Stockholder or such Management Stockholder's Permitted Transferees pursuant to the Purchase Option (such number of shares of Common Stock and/or such number of shares of Preferred Stock, each being referred to as the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Stockholder: Option If the Termination Date Occurs: Purchase Price ------------------------------ -------------- On or prior to the first anniversary Adjusted Cost Price multiplied by of the Acquisition Date the Purchase Number After the first anniversary of the Adjusted Cost Price multiplied by Acquisition Date, and on or prior 80% of the Purchase Number, plus Fair to the second anniversary of the Market Value Price multiplied by 20%of Acquisition Date the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of Acquisition Date, and on or prior to the Purchase Number, plus Fair Market the third anniversary of the Value Price multiplied by 40% of the Acquisition Date Purchase Number After the third anniversary of the Adjusted Cost Price multiplied by 40% of Acquisition Date, and on or prior the Purchase Number, plus Fair Market to the fourth anniversary of the Value Price multiplied by 60% of the Acquisition Date Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of Acquisition Date, and on or prior the Purchase Number, plus Fair Market to the fifth anniversary of the Value Price multiplied by 80% of the Acquisition Date Purchase Number After the fifth anniversary of the Fair Market Value Price multiplied by Acquisition Date the Purchase Number Notwithstanding anything to the contrary contained herein, if the Management Stockholder shall cease to be employed by any of the Companies for any reason other than those set forth in the first sentence of this Section 5.3(a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all shares of Common Stock and/or Preferred Stock to be purchased from the Management Stockholder (and such Management Stockholder's Permitted Transferees) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number. The Purchase Option will lapse upon the earliest to occur of (i) the expiration of the Purchase Option Period with respect to all Securities held by Management Stockholders, (ii) the 180th day following an Initial Public Offering and (iii) a transfer of Securities by BRS as to which Tag-Along Rights apply, but only with respect to Securities sold pursuant to such Tag-Along Rights.

Option Purchase Price. If The purchase price for the Management Stockholder Change in Control Option shall be terminated by any of the Companies without Cause or shall cease to be employed by any of the Companies by reason of death or temporary or permanent disability, the "Option Purchase Price" for the Common Stock and/or Preferred Stock to be purchased from such Management Stockholder or such Management Stockholder's Permitted Transferees pursuant equal to the Purchase Option (such number of shares of Common Stock and/or such number of shares of Preferred Stock, each being referred to as the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Stockholder: Option If the Termination Date Occurs: Purchase Price ------------------------------ -------------- On or prior to the first anniversary Adjusted Cost Price multiplied by of the Acquisition Date the Purchase Number After the first anniversary of the Adjusted Cost Price multiplied by Acquisition Date, and on or prior 80% of the Purchase Number, plus Fair to the second anniversary of the Market Value Price multiplied by 20%of Acquisition Date the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of Acquisition Date, and on or prior to the Purchase Number, plus Fair Market the third anniversary of the Value Price multiplied by 40% of the Acquisition Date Purchase Number After the third anniversary of the Adjusted Cost Price multiplied by 40% of Acquisition Date, and on or prior the Purchase Number, plus Fair Market to the fourth anniversary of the Value Price multiplied by 60% of the Acquisition Date Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of Acquisition Date, and on or prior the Purchase Number, plus Fair Market to the fifth anniversary of the Value Price multiplied by 80% of the Acquisition Date Purchase Number After the fifth anniversary of the Fair Market Value Price multiplied by Acquisition Date the Purchase Number Notwithstanding anything to the contrary contained herein, if the Management Stockholder shall cease to be employed by any of the Companies for any reason other than those set forth in the first sentence of this Section 5.3(a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all shares of Common Stock and/or Preferred Stock to be purchased from the Management Stockholder (and such Management Stockholder's Permitted Transferees) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number. The Purchase Option will lapse upon the earliest to occur greater of (i) the expiration depreciated book value of the Purchase Option Period with respect to all Securities held by Management StockholdersMGE Power-Owned Facility Property reflected on the financial statements of MGE Power, and (ii) the 180th day following an Initial Public Offering fair market value of MGE Power’s Ownership Interest, as subject to the Facility Lease, in each case as of the date of the Change in Control giving rise to the exercise of the Change in Control Option. The purchase price for the Undivided Interest Option shall be equal to the product of (A) a fraction, the numerator of which is 45MWs, and the denominator of which is equal to the rated MW capacity of the Facility, multiplied by (B) the greater of (1) the depreciated book value of the MGE Power-Owned Facility Property reflected on the financial statements of MGE Power, and (iii2) the fair market value of MGE Power’s Ownership Interest, in each case as of the date of the notice of the exercise of the Undivided Interest Option. Such fair market value shall be determined by mutual agreement of the Owners, or, if the Owners are unable to agree on such fair market value, by a transfer qualified, independent appraiser selected by the Owners. If the Owners are unable to agree upon the selection of Securities an appraiser within 30 days after the date of the University’s notice of intention to exercise the Option, the fair market value shall be the average of three separate appraisals of MGE Power’s Ownership Interest in the Facility to be made by BRS as qualified appraisers, whose appraisals shall be binding upon the Owners. Each Owner shall select one of the appraisers, who shall together select the third appraiser. If the use of three appraisers is necessary, the selection of the appraisers shall be completed within 45 days after the date of the University’s notice of intention to which Tag-Along Rights apply, but only exercise the Option. The Owners shall bear equally the costs of all appraisals. All such appraisals shall be completed and submitted to the Owners within 30 days after the date of appointment of the appraisers. Each appraiser shall be a nationally recognized firm with respect demonstrated skill and experience in valuing steam/electric cogeneration facilities comparable to Securities sold pursuant to such Tag-Along Rightsthe Facility.

Option Purchase Price. If The purchase price for the Management Stockholder shall be terminated by any purchase of the Companies without Cause or shall cease to be employed by any of the Companies by reason of death or temporary or permanent disability, the "Option Purchase Price" for the Common Stock and/or Preferred Stock to be purchased from such Management Stockholder or such Management Stockholder's Permitted Transferees Ground Lease Property pursuant to the Ground Lease Purchase Option (such number of shares of Common Stock and/or such number of shares of Preferred Stock, each being referred to as the "Purchase NumberGround Lease Option Price") shall equal be the price calculated that would be agreed upon between a willing buyer, under no compulsion to buy and a willing seller, under no compulsion to sell, for unimproved land comparable in size and location to the Land, exclusive of any Improvements, at the time of Ground Lessee's exercise of the Ground Lease Purchase Option and taking into consideration, among other relevant factors, the condition of the Land and the encumbrances affecting the title to the Land at the time of the exercise of the Option. If Ground Lessor and Ground Lessee cannot agree upon such price within seven (7) days after the Option Exercise Notification Date, the Ground Lease Option Price shall be determined as set forth follows: (a) Not later than fourteen (14) days after the Option Exercise Notification Date, Ground Lessor and Ground Lessee each shall appoint a real estate appraiser familiar with properties in the table below opposite vicinity of the applicable Termination Date Land and shall notify the other party of such Management Stockholder: Option its appointment. If the Termination Date Occurs: Purchase two appraisers agree upon the Ground Lease Option Price ------------------------------ -------------- On or prior within twenty-one (21) days after the Option Exercise Notification Date, such price will be binding upon Ground Lessor and Ground Lessee. If the two appraisers cannot agree upon the Ground Lease Option Price within such time period, then, not later than twenty-eight (28) days after the Option Exercise Notification Date, such appraisers shall appoint a third real estate appraiser familiar with properties in the vicinity of the Land. Immediately after such appointment (and in no event later than thirty (30) days after the Option Exercise Notification Date), each of the first two appraisers will submit his/her best estimate of the Ground Lease Option Price, together with a written report supporting such estimate, to the first anniversary Adjusted Cost Price multiplied by third appraiser. Not later than thirty-five (35) days after the Option Exercise Notification Date, the third appraiser will select the estimate of the Acquisition Date Ground Lease Option Price he/she concludes to be the Purchase Number After the first anniversary of the Adjusted Cost Price multiplied by Acquisition Date, and on or prior 80% of the Purchase Number, plus Fair closest to the second anniversary of the Market Value Price multiplied by 20%of Acquisition Date the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of Acquisition Date, and on or prior to the Purchase Number, plus Fair Market the third anniversary of the Value Price multiplied by 40% of the Acquisition Date Purchase Number After the third anniversary of the Adjusted Cost Price multiplied by 40% of Acquisition Date, and on or prior the Purchase Number, plus Fair Market to the fourth anniversary of the Value Price multiplied by 60% of the Acquisition Date Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of Acquisition Date, and on or prior the Purchase Number, plus Fair Market to the fifth anniversary of the Value Price multiplied by 80% of the Acquisition Date Purchase Number After the fifth anniversary of the Fair Market Value Price multiplied by Acquisition Date the Purchase Number Notwithstanding anything to the contrary contained herein, if the Management Stockholder shall cease to be employed by any of the Companies for any reason other than those definition thereof set forth in the first sentence of this Section 5.3(a)(iiParagraph 6.02 and shall notify Ground Lessor and Ground Lessee of such selection. The estimate so selected by the third appraiser will be binding upon Ground Lessor and Ground Lessee. (b) If a third appraiser must be chosen pursuant to Subparagraph 6.02(a) and the first two appraisers cannot agree upon the third appraiser within the prescribed time, either Ground Lessor or Ground Lessee may require each of the first two appraisers immediately to submit its choice for the third appraiser to the American Arbitration Association (including"AAA") in San Francisco, but not limited to, termination California for Cause), selection in accordance with the then rules of said association within thirty-five (35) days after the Option Purchase Price for all shares of Common Stock and/or Preferred Stock Exercise Notification Date. If such a procedure is necessary to be purchased from appoint the Management Stockholder (and such Management Stockholder's Permitted Transferees) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number. The Purchase Option will lapse upon the earliest to occur of third appraiser, then (i) the expiration deadline for the two appraisers to submit to the third appraiser their estimates of the Purchase Ground Lease Option Period with respect Price and supporting report pursuant to all Securities held by Management Stockholders, Subparagraph 6.02(a) shall be not later than thirty-seven (37) days (rather than thirty (30) days) after the Option Exercise Notification Date and (ii) the 180th day following an Initial Public Offering and (iii) a transfer deadline for the third appraiser to select one of Securities by BRS as to which Tag-Along Rights apply, but only with respect to Securities sold the two estimates pursuant to Subparagraph 6.02(a) shall be not later than forty-two (42) days (rather than thirty-five (35) days) after the Option Exercise Notification Date. (c) If either party or its appraiser fails to comply with the procedures (including deadlines) set forth above, then the other party's appraiser will determine the Ground Lease Option Price. (d) Ground Lessor and Ground Lessee each shall bear the expense of the appraiser appointed by it, and the expenses of the third appraiser and the AAA will be shared equally by Ground Lessor and Ground Lessee. (e) All appraisers selected for the appraisal process set out in this Paragraph 6.02 will be disinterested, reputable, qualified real estate appraisers with the designation of MAI or equivalent and with at least five (5) years experience in appraising properties comparable to the Land. If a third appraiser must be chosen pursuant to Subparagraph 6.02(a), such Tag-Along Rightsappraiser will be chosen on the basis of objectivity and competence, not on the basis of such appraiser's relationship with the other appraisers or the parties to this Agreement.

Option Purchase Price. The purchase price of the Membership Interest that is the subject of an option under Section 8.5 shall be the “Fair Option Price” of the interest as determined under this Section 8.7. “Fair Option Price” means the cash price that a willing buyer would pay to a willing seller when neither is acting under compulsion and when both have reasonable knowledge of the relevant facts on the Option Date. Each of the selling and purchasing parties shall use his, her, or its best efforts to mutually agree upon the Fair Option Price. If the Management Stockholder parties are unable to so agree within thirty (30) days of the Option Date, the selling party shall appoint, within forty (40) days of the Option Date, one appraiser, and the purchasing party shall appoint within forty (40) days of the Option Date, one appraiser. The two appraisers shall within a period of five (5) additional days, agree upon and appoint an additional appraiser. The three appraisers shall, within thirty (30) days after the appointment of the third appraiser, determine the Fair Option Price of the Membership Interest in writing and submit their report to all the parties. The Fair Option Price shall be terminated determined by any disregarding the appraiser’s valuation that diverges the greatest from each of the Companies without Cause or shall cease to be employed by any other two appraisers’ valuations, and the arithmetic mean of the Companies by reason of death or temporary or permanent disability, remaining two appraisers’ valuations shall be the "Fair Option Purchase Price" . Each purchasing party shall pay for the Common Stock and/or Preferred Stock to be purchased from such Management Stockholder or such Management Stockholder's Permitted Transferees pursuant services of the appraiser selected by it, plus one half of the fee charged by the third appraiser, and one half of all other costs relating to the Purchase determination of Fair Option Price. The Fair Option Price as so determined shall be paid by the Company or the Members electing to purchase the Membership Interest(s) (such number “Purchasing Members”), as the case may be, by either of shares of Common Stock and/or such number of shares of Preferred Stockthe following methods, each being referred to as the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Stockholder: Option If the Termination Date Occurs: Purchase Price ------------------------------ -------------- On or prior to the first anniversary Adjusted Cost Price multiplied by of the Acquisition Date the Purchase Number After the first anniversary of the Adjusted Cost Price multiplied by Acquisition Date, and on or prior 80% of the Purchase Number, plus Fair to the second anniversary of the Market Value Price multiplied by 20%of Acquisition Date the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of Acquisition Date, and on or prior to the Purchase Number, plus Fair Market the third anniversary of the Value Price multiplied by 40% of the Acquisition Date Purchase Number After the third anniversary of the Adjusted Cost Price multiplied by 40% of Acquisition Date, and on or prior the Purchase Number, plus Fair Market to the fourth anniversary of the Value Price multiplied by 60% of the Acquisition Date Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of Acquisition Date, and on or prior the Purchase Number, plus Fair Market to the fifth anniversary of the Value Price multiplied by 80% of the Acquisition Date Purchase Number After the fifth anniversary of the Fair Market Value Price multiplied by Acquisition Date the Purchase Number Notwithstanding anything to the contrary contained herein, if the Management Stockholder shall cease to which may be employed by any of the Companies for any reason other than those set forth in the first sentence of this Section 5.3(a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all shares of Common Stock and/or Preferred Stock to be purchased from the Management Stockholder (and such Management Stockholder's Permitted Transferees) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied selected separately by the Purchase Number. The Purchase Option will lapse upon Company or the earliest to occur of (i) the expiration of the Purchase Option Period with respect to all Securities held by Management Stockholders, (ii) the 180th day following an Initial Public Offering and (iii) a transfer of Securities by BRS as to which Tag-Along Rights apply, but only with respect to Securities sold pursuant to such Tag-Along Rights.Purchasing Members:

Option Purchase Price. If Subject to Section 6.3 (a)(iv) --------------------- below, if the Management Stockholder Investor shall be terminated by any of the Companies Company without Cause or shall cease to be employed by any of the Companies Company or its subsidiaries by reason of death death, normal retirement at age 65 or temporary more under the Company's or permanent its subsidiaries' normal retirement policies, or disability, the "Option Purchase Price" for the Common Stock and/or Preferred Stock Incentive Securities to be purchased from such Management Stockholder Investor (or the persons or entities deemed to be included in the definition of such Management Stockholder's Permitted Transferees Investor pursuant to this Agreement) pursuant to the Purchase Option (such number of shares of Common Stock and/or such number of shares of Preferred Stock, each Incentive Shares being referred to as the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management StockholderInvestor: Option If the Termination Date Occurs: Option Purchase Price ------------------------------ -------------- ------------------------------- --------------------- On or prior to the first anniversary of Adjusted Cost Price multiplied by of the Acquisition Date the Purchase the Closing Date Number After the first anniversary of the Closing Adjusted Cost Price multiplied by Acquisition 80% of the Date, and on or prior 80% of to the second Purchase Number, plus Fair to the second Adjusted Net Earnings anniversary of the Market Value Closing Date Cost Price multiplied by 20%of Acquisition Date 20% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of Acquisition the Closing Date, and on or prior to the Purchase Number, plus Fair Market the Adjusted Net Earnings third anniversary of the Value Closing Date Cost Price multiplied by 40% of the Acquisition Date Purchase Number After the third anniversary of the Closing Adjusted Cost Price multiplied by 40% of Acquisition the Date, and on or prior to the fourth Purchase Number, plus Fair Market to the fourth Adjusted Net Earnings anniversary of the Value Closing Date Cost Price multiplied by 60% of the Acquisition Date Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of Acquisition Date, the Closing Date and on or prior to the fifth Purchase Number, plus Fair Market to the fifth Adjusted Net Earnings anniversary of the Value Closing Date Cost Price multiplied by 80% of the Acquisition Date Purchase Number After the fifth anniversary of the Fair Market Value Price multiplied by Acquisition Date the Purchase Number Notwithstanding anything to the contrary contained herein, (A) if the Management Stockholder Investor shall cease to be employed by any of the Companies Company or its subsidiaries for any reason other than those set forth in the first sentence of this Section 5.3(a)(ii6.3 (a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all shares of Common Stock and/or Preferred Stock Incentive Securities to be purchased from the Management Stockholder Investor (and his Permitted Transferees and the persons or entities deemed to be included in the definition of such Management Stockholder's Permitted TransfereesInvestor pursuant to this Agreement) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number. The ; and (B) in connection with the exercise of any Purchase Option will lapse upon pursuant to Section 6.3, the earliest Company may deduct from the Option Purchase Price paid to occur any Management Investor (or the persons or entities deemed to be included in the definition of (isuch Management Investor pursuant to this Agreement) the expiration aggregate amount of any outstanding principal and accrued but unpaid interest due on any indebtedness of such Management Investor to the Purchase Option Period with respect to all Securities held by Management Stockholders, (ii) the 180th day following an Initial Public Offering and (iii) a transfer of Securities by BRS as to which Tag-Along Rights apply, but only with respect to Securities sold pursuant to such Tag-Along Rights.Company. As used herein: