Common use of PARTICIPATION IN SALE OF CLASS A COMMON STOCK Clause in Contracts

PARTICIPATION IN SALE OF CLASS A COMMON STOCK. The Employee, at the Employee's option, may participate proportionately (and the FL & Co. Companies shall allow the Employee to participate proportionately) in any sale (other than a public offering, which shall be governed by Section 3.4 hereof) of all or a portion of the shares of Class A Common Stock owned by either of the FL & Co. Companies to any Third Party by (a) exchanging the same percentage of the Employee's shares of Class B Common Stock as the FL & Co. Companies propose to sell of their shares to the Third Party (determined on the basis of the aggregate number of such shares of Class A Common Stock owned, and the aggregate number of such shares being sold, by the FL & Co. Companies) for shares of Class A Common Stock in accordance with the Exchange Rate, as defined in Subsection 4(d)(i) of Section A of Article Fourth of the Certificate of Incorporation (the "Exchange Rate"), and (b) selling the Class A Common Stock received in such exchange to the Third Party. The Company shall notify the Employee in writing of the FL & Co. Companies' intention to effect such a sale to a Third Party, the identity of the Third Party and the nature and per share amount of consideration to be paid by the Third Party, and shall set forth its calculation of the Exchange Rate, at least 10 days, or such shorter time as the Company deems practicable, before the closing of any such proposed sale of shares of Class A Common Stock. Schedule I hereto sets forth an example illustrating the calculation of the Exchange Rate. Any sale of shares of Class A Common Stock by the Employee pursuant to this Section 3.3 shall be for the same consideration per share, on the same terms and subject to the same conditions as the sale of shares of Class A Common Stock owned by the FL & Co. Companies. The Company shall, immediately prior to, and contingent upon, the consummation of such sale, exchange such shares of Class B Common Stock for Class A Common Stock in accordance with the Exchange Rate. If the Employee sells any shares pursuant to this Section 3.3, the Employee shall pay and be responsible for the Employee's proportionate share of the Expenses of Sale and the Sale Obligations.

PARTICIPATION IN SALE OF CLASS A COMMON STOCK. The EmployeeStockholder, at the EmployeeStockholder's option, may participate proportionately (and the FL & Co. Parent Companies shall allow the Employee Stockholder to participate proportionately) in any sale (other than a public offeringoffering of Class A Common Stock, which shall be governed by Section 3.4 3.6 hereof) of all or a portion of the shares of Class A Common Stock owned by either any of the FL & Co. Parent Companies to any Third Party by (a) exchanging the Stockholder's shares of Common Stock for shares of Class C Common Stock (if such exchange has not already been made) on a one-for-one basis, (b) exchanging the same percentage of the EmployeeStockholder's shares of Class B C Common Stock (such shares of Class C Common Stock having been received in exchange for the Stockholder's Common Stock) as the FL & Co. Parent Companies propose to sell of their shares to the Third Party (determined on the basis of the aggregate number of such shares of Class A Common Stock owned, and the aggregate number of such shares being sold, by the FL & Co. Parent Companies) for shares of Class A Common Stock in accordance with the Class C Exchange Rate, as defined in Subsection 4(d)(i5(d) of Section A of Article Fourth of the Parent Certificate of Incorporation (the "Exchange Rate"), and (bc) selling the Class A Common Stock received in such exchange to the Third Party. The Company Parent shall notify the Employee Stockholder in writing of the FL & Co. Parent Companies' intention to effect such a sale to a Third Party, the identity of the Third Party and the nature and per share amount of consideration to be paid by the Third Party, and shall set forth its calculation of the Exchange Rate, at least 10 days, or such shorter time as the Company Parent deems practicable, before the closing of any such proposed sale of shares of Class A Common Stock. Schedule I hereto sets forth an example illustrating the calculation of the Exchange Rate. Any sale of shares of Class A Common Stock by the Employee Stockholder pursuant to this Section 3.3 3.5 shall be for the same consideration per share, on the same terms and subject to the same conditions as the sale of shares of Class A Common Stock owned by the FL & Co. Parent Companies. The Company Parent shall, immediately prior to, and contingent upon, the consummation of such sale, exchange such shares of Class B C Common Stock for Class A Common Stock in accordance with the Exchange Rate. If the Employee Stockholder sells any shares pursuant to this Section 3.33.5, the Employee Stockholder shall pay and be responsible for the EmployeeStockholder's proportionate share of the Expenses of Sale and the Sale Obligations.

PARTICIPATION IN SALE OF CLASS A COMMON STOCK. The Employee, at the Employee's option, may participate proportionately (and the FL & Co. Companies shall allow the Employee to participate proportionately) in any sale (other than a public offering, which shall be governed by Section 3.4 hereof) of all or a portion of the shares of Class A Common Stock owned by either of the FL & Co. Companies to any Third Party by (a) exchanging the same percentage of the Employee's shares of Class B Common Stock as the FL & Co. Companies propose to sell of their shares to the Third Party (determined on the basis of the aggregate number of such shares of Class A Common Stock owned, and the aggregate number of such shares being sold, by the FL & Co. Companies) for shares of Class A Common Stock in accordance with the Exchange Rate, as defined in Subsection 4(d)(i4(d) of Section A of Article Fourth of the Certificate of Incorporation (the "Exchange Rate"), and (b) selling the Class A Common Stock received in such exchange to the Third Party. The Company shall notify the Employee in writing of the FL & Co. Companies' intention to effect such a sale to a Third Party, the identity of the Third Party and the nature and per share amount of consideration to be paid by the Third Party, and shall set forth its calculation of the Exchange Rate, at least 10 days, or such shorter time as the Company deems practicable, before the closing of any such proposed sale of shares of Class A Common Stock. Schedule I hereto sets forth an example illustrating the calculation of the Exchange Rate. Any sale of shares of Class A Common Stock by the Employee pursuant to this Section 3.3 shall be for the same consideration per share, on the same terms and subject to the same conditions as the sale of shares of Class A Common Stock owned by the FL & Co. Companies. The Company shall, immediately prior to, and contingent upon, the consummation of such sale, exchange such shares of Class B Common Stock for Class A Common Stock in accordance with the Exchange Rate. If the Employee sells any shares pursuant to this Section 3.3, the Employee shall pay and be responsible for the Employee's proportionate share of the Expenses of Sale and the Sale Obligations.

PARTICIPATION IN SALE OF CLASS A COMMON STOCK. The EmployeeDirector, at the EmployeeDirector's option, may participate proportionately (and the FL & Co. Companies shall allow the Employee Director to participate proportionately) in any sale (other than a public offering, which shall be governed by Section 3.4 2.3 hereof) of all or a portion of the shares of Class A Common Stock owned by either of the FL & Co. Companies to any Third Party by (a) exchanging selling to the Third Party the same percentage of the EmployeeDirector's shares of Class B A Common Stock as the FL & Co. Companies propose to sell of their shares to the Third Party (determined on the basis of the aggregate number of such shares of Class A Common Stock owned, and the aggregate number of such shares being sold, by the FL & Co. Companies) for ). For purposes of determining the number of shares of Class A Common Stock in accordance with respect of which the Exchange RateDirector may participate in such sale pursuant to this Section 2.2, as defined in Subsection 4(d)(i) the Director shall be deemed to own the shares of Section A of Article Fourth of the Certificate of Incorporation (the "Exchange Rate"), and (b) selling the Class A Common Stock received in acquired upon exercise of the Option at any time plus (a) if, at the time of such exchange sale, the Director is still serving as a director of the Company, the shares of Class A Common Stock subject to any then unexercised portion of the Third PartyOption, if any, or (b) if, at the time of such sale, the Director has ceased to serve as a director of the Company but has not yet exercised the Option pursuant to Section 6.2(b) of the Option Agreement, the shares of Class A Common Stock issuable upon exercise of the portion of the Option that is exercisable pursuant to Sections 6.2(b) and 4.1 of the Option Agreement, if any. The Company shall notify the Employee Director in writing of the FL & Co. Companies' intention to effect such a sale to a Third Party, the identity of the Third Party and the nature and per share amount of consideration to be paid by the such Third Party, and shall set forth its calculation of the Exchange Rate, Party at least 10 days, or such shorter time as the Company deems practicable, before the closing of any such proposed sale of shares of Class A Common Stock. Schedule I hereto sets forth an example illustrating Stock (the calculation "Section 2.2 Notice"), and the Director shall notify the Company in writing within five days after receipt of the Exchange RateSection 2.2 Notice of his or her intention to participate in such sale, including the number of shares of Class A Common Stock with respect to which he or she will so participate. Any failure by the Director to so notify the Company within such five-day period shall be deemed an election by the Director not to participate in such sale with respect to any of his or her shares. Any sale of shares of Class A Common Stock by the Employee Director pursuant to this Section 3.3 2.2 shall be for the same consideration per share, on the same terms and subject to the same conditions as the sale of shares of Class A Common Stock owned by the FL & Co. Companies. The Company shall, immediately prior to, and contingent upon, If the consummation of such sale, exchange such Director sells any shares of Class B Common Stock for Class A Common Stock in accordance with the Exchange Rate. If the Employee sells any shares pursuant to this Section 3.3, the Employee shall pay and be responsible for the Employee's proportionate share of the Expenses of Sale and the Sale Obligations.this