Common use of Price of Capital Stock Clause in Contracts

Price of Capital Stock. The "Put Price" to be paid for the Shareholder's Capital Stock will be determined as follows: (i) If the Shareholder's employment is terminated for "Cause" as defined in his Employment Agreement, or resigns, other than for "Good Reason" as defined in his Employment Agreement, the Put Price paid by the Company for the Capital Stock will be an amount equal to Shareholder's Cost as to a portion of the shares of Capital Stock and the lesser of Implied Value or Equity Value as to the remaining portion of the shares of Capital Stock as follows: % at Lesser of Implied Time of Resignation % at Cost Value or Equity Value ---------------------- --------- ---------------------- 2/5/2001 to 12/31/2001 100% 0% 1/1/2002 to 12/31/2004 80% 20% 1/1/2005 to 12/31/2007 60% 40% 1/1/2008 to 12/31/2010 20% 80% (ii) If the Shareholder's employment has terminated due to death or disability, the Put Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iii) Prior to January 1, 2011, if the Shareholder's employment is terminated without "Cause" or by the Shareholder for "Good Reason," the Put Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iv) After December 31, 2010, if the Shareholder's employment is terminated without "Cause" or by Shareholder for any reason, the Put Price paid by the Company for the Capital Stock will be Fair Market Value.

Price of Capital Stock. The "Put Call Price" to be paid for the Shareholder's Capital Stock will be determined as follows: (i) If the Shareholder's employment is terminated for "Cause" as defined in his Employment Agreement, or resigns, other than for "Good Reason" as defined in his Employment Agreement, the Put Call Price paid by the Company for the Capital Stock will be an amount equal to Shareholder's Cost as to a portion of the shares of Capital Stock and the lesser of Implied Value or Equity Value as to the remaining portion of the shares of Capital Stock as follows: % at Lesser of Implied Equity Time of Resignation % at Cost Value or Equity Implied Value ---------------------- --------- ---------------------- 2/5/2001 to 12/31/2001 100% 0% 1/1/2002 to 12/31/2004 80% 20% 1/1/2005 to 12/31/2007 60% 40% 1/1/2008 to 12/31/2010 20% 80% (ii) If the Shareholder's employment has terminated due to death or disability, the Put Call Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iii) Prior to January 1, 2011, if the Shareholder's employment is terminated without "Cause" or by the Shareholder for "Good Reason," the Put Call Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iv) After December 31, 2010, if the Shareholder's employment is terminated without "Cause" or by Shareholder for any reason, the Put Call Price paid by the Company for the Capital Stock will be Fair Market Value.

Price of Capital Stock. The "Put Call Price" to be paid for the Shareholder's Capital Stock will be determined as follows: (i) If the Shareholder's employment is terminated for "Cause" as defined in his Employment Agreement, or resigns, other than for "Good Reason" as defined in his Employment Agreement, the Put Call Price paid by the Company for the Capital Stock will be an amount equal to Shareholder's Cost as to a portion of the shares of Capital Stock and the lesser of Implied Value or Equity Value as to the remaining portion of the shares of Capital Stock as follows: % at Lesser of Implied Equity Time of Resignation % at Cost Value or Equity Implied Value ---------------------- ------------------- --------- ---------------------- 2/5/2001 8/1/2000 to 12/31/2001 7/31/2001 100% 0% 1/1/2002 8/1/2001 to 12/31/2004 7/31/2004 80% 20% 1/1/2005 8/1/2004 to 12/31/2007 7/31/2007 60% 40% 1/1/2008 8/1/2007 to 12/31/2010 7/31/2010 20% 80% (ii) If the Shareholder's employment has terminated due to death or disability, the Put Call Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iii) Prior to January August 1, 20112010, if the Shareholder's employment is terminated without "Cause" or by the Shareholder for "Good Reason," the Put Call Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iv) After December July 31, 2010, if the Shareholder's employment is terminated without "Cause" or by Shareholder for any reason, the Put Call Price paid by the Company for the Capital Stock will be Fair Market Value.

Price of Capital Stock. The "Put Price" to be paid for the Shareholder's Capital Stock will be determined as follows: (i) If the Shareholder's employment is terminated for "Cause" as defined in his Employment Agreement, or resigns, other than for "Good Reason" as defined in his Employment Agreement, the Put Price paid by the Company for the Capital Stock will be an amount equal to Shareholder's Cost as to a portion of the shares of Capital Stock and the lesser of Implied Value or Equity Value as to the remaining portion of the shares of Capital Stock as follows: % at Lesser of Implied Time of Resignation % at Cost Value or Equity Value ---------------------- ------------------- --------- ---------------------- 2/5/2001 --------------------- 8/1/2000 to 12/31/2001 7/31/2001 100% 0% 1/1/2002 8/1/2001 to 12/31/2004 7/31/2004 80% 20% 1/1/2005 8/1/2004 to 12/31/2007 7/31/2007 60% 40% 1/1/2008 8/1/2007 to 12/31/2010 7/31/2010 20% 80% (ii) If the Shareholder's employment has terminated due to death or disability, the Put Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iii) Prior to January August 1, 20112010, if the Shareholder's employment is terminated without "Cause" or by the Shareholder for "Good Reason," the Put Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iv) After December July 31, 2010, if the Shareholder's employment is terminated without "Cause" or by Shareholder for any reason, the Put Price paid by the Company for the Capital Stock will be Fair Market Value.

Price of Capital Stock. The "Put Price" to be paid for the Shareholder's Capital Stock will be determined as follows: (i) If the Shareholder's employment is terminated for "Cause" as defined in his Employment Agreement, or resigns, other than for "Good Reason" as defined in his Employment Agreement, the Put Price paid by the Company for the Capital Stock will be an amount equal to Shareholder's Cost as to a portion of the shares of Capital Stock and the lesser of Implied Value or Equity Value as to the remaining portion of the shares of Capital Stock as follows: % at Lesser of Implied Time of Resignation % at Cost Value or Equity Value ---------------------- --------- ---------------------- 2/5/2001 8/1/2000 to 12/31/2001 7/31/2001 100% 0% 1/1/2002 8/1/2001 to 12/31/2004 7/31/2004 80% 20% 1/1/2005 8/1/2004 to 12/31/2007 7/31/2007 60% 40% 1/1/2008 8/1/2007 to 12/31/2010 7/31/2010 20% 80% (ii) If the Shareholder's employment has terminated due to death or disability, the Put Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iii) Prior to January August 1, 20112010, if the Shareholder's employment is terminated without "Cause" or by the Shareholder for "Good Reason," the Put Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iv) After December July 31, 2010, if the Shareholder's employment is terminated without "Cause" or by Shareholder for any reason, the Put Price paid by the Company for the Capital Stock will be Fair Market Value.

Price of Capital Stock. The "Put Call Price" to be paid for the Shareholder's Capital Stock will be determined as follows: (i) If the Shareholder's employment is terminated for "Cause" as defined in his Employment Agreement, or resigns, other than for "Good Reason" as defined in his Employment Agreement, the Put Call Price paid by the Company for the Capital Stock will be an amount equal to Shareholder's Cost as to a portion of the shares of Capital Stock and the lesser of Implied Value or Equity Value as to the remaining portion of the shares of Capital Stock as follows: % at Lesser of Implied Equity Time of Resignation % at Cost Value or Equity Implied Value ---------------------- ----------------------- --------- ---------------------- 2/5/2001 8/1/2000 to 12/31/2001 7/31/2001 100% 0% 1/1/2002 8/1/2001 to 12/31/2004 7/31/2004 80% 20% 1/1/2005 8/1/2004 to 12/31/2007 7/31/2007 60% 40% 1/1/2008 8/1/2007 to 12/31/2010 7/31/2010 20% 80% (ii) If the Shareholder's employment has terminated due to death or disability, the Put Call Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iii) Prior to January August 1, 20112010, if the Shareholder's employment is terminated without "Cause" or by the Shareholder for "Good Reason," the Put Call Price paid by the Company for the Capital Stock will be the greater of Implied Value or Equity Value. (iv) After December July 31, 2010, if the Shareholder's employment is terminated without "Cause" or by Shareholder for any reason, the Put Call Price paid by the Company for the Capital Stock will be Fair Market Value.