Common use of Purchase Rights; Vesting Clause in Contracts

Purchase Rights; Vesting. (a) As of the date hereof, Executive shall have the right to purchase at any time from Holdings Class B equity of Holdings equal to 10% of the total Class B equity of Holdings for an aggregate purchase price of $1,000 and Class C equity of Holdings equal to 11.50% of the total Class C equity of Holdings for an aggregate purchase price of $1,150. Hereafter, Class B and Class C equity collectively shall be referred to as "Incentive Equity"). Within 30 days after each time that Executive exercises its right to purchase Incentive Equity, the Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder. The parties hereto agree that the fair market value of the Incentive Equity allocated to Executive as of the initial Employment Agreement date is $1,000 for Class B and as of the Gulf Closing Date for Class C and for a period of at least five business days thereafter is $1,150 and that parties shall use such value for all Federal income tax purposes. (b) Twenty percent (20%) of Executive's Incentive Equity will vest on the First Acquisition Closing Date and, provided that (except in the case of vesting pursuant to Section 5.3(a)) Executive is still employed by Holdings, the remainder on a daily basis over a four-year period beginning with the First Acquisition Closing Date and ending with the Closing Date for Gulf Coast Services, Inc. ("Gulf Closing Date") and any unvested remainder after the Gulf Closing Date shall vest on a daily basis over a new four-year period beginning with the Gulf Closing Date. All unvested Incentive Equity will become fully vested immediately prior to the occurrence of a Liquidity Event. "Liquidity Event" means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.

Purchase Rights; Vesting. (a) As of the date hereof, Executive shall have the right to purchase at any time from Holdings Class B equity of Holdings equal to 1015% of the total Class B equity of Holdings for an aggregate purchase price of $1,000 1,500 and Class C equity of Holdings equal to 11.50% of the total Class C equity of Holdings for an aggregate purchase price of $1,150. Hereafter, Class B and Class C equity collectively shall be referred to as "Incentive Equity"). Within 30 days after each time that Executive exercises its right to purchase Incentive Equity, the Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder. The parties hereto agree that the fair market value of the Incentive Equity allocated to Executive as of the initial Employment Agreement date is $1,000 for Class B is $1,500 and as of the Gulf Closing Date for Class C and for a period of at least five business days thereafter is $1,150 and that parties shall use such value for all Federal income tax purposes. (b) Twenty percent (20%) of Executive's Incentive Equity will vest on the First Acquisition Closing Date and, provided that (except in the case of vesting pursuant to Section 5.3(a)) Executive is still employed by Holdings, the remainder on a daily basis over a four-year period beginning with the First Acquisition Closing Date and ending with the Closing Date for Gulf Coast Services, Inc. ("Gulf Closing Date") and any unvested remainder after the Gulf Closing Date shall vest on a daily basis over a new four-year period beginning with the Gulf Closing Date. All unvested Incentive Equity will become fully vested immediately prior to the occurrence of a Liquidity Event. "Liquidity Event" means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.

Purchase Rights; Vesting. (a) As of the date hereof, Executive shall have the right to purchase at any time from Holdings Class B equity of Holdings equal to 1030% of the total Class B equity of Holdings for an aggregate purchase price of $1,000 3,000 and Class C equity of Holdings equal to 11.5015.5% of the total Class C equity of Holdings for an aggregate purchase price of $1,1501,550. Hereafter, Class B and Class C equity collectively shall be referred to as "Incentive Equity"). Within 30 days after each time that Executive exercises its right to purchase Incentive Equity, the Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder. The parties hereto agree that the fair market value of the Incentive Equity allocated to Executive as of the initial Employment Agreement date is $1,000 for Class B is $3,000 and as of the Gulf Closing Date for Class C and for a period of at least five business days thereafter is $1,150 and that parties shall use such value for all Federal income tax purposes. (b) Twenty percent (20%) of Executive's Incentive Equity will vest on the First Acquisition Closing Date and, provided that (except in the case of vesting pursuant to Section 5.3(a)) Executive is still employed by Holdings, the remainder on a daily basis over a four-year period beginning with the First Acquisition Closing Date and ending with the Closing Date for Gulf Coast Services, Inc. ("Gulf Closing Date") and any unvested remainder after the Gulf Closing Date shall vest on a daily basis over a new four-year period beginning with the Gulf Closing Date. All unvested Incentive Equity will become fully vested immediately prior to the occurrence of a Liquidity Event. "Liquidity Event" means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.

Purchase Rights; Vesting. (a) As of the date hereof, Executive shall have the right to purchase at any time has purchased from Holdings Class B equity of Holdings equal to 1030% of the total Class B equity of Holdings for an aggregate purchase price of $1,000 3,000 and Class C equity of Holdings equal to 11.5015.50% of the total Class C equity of Holdings for an aggregate purchase price of $1,1501,550. Hereafter, Class B and Class C equity collectively shall be referred to as ("Incentive Equity"). Within 30 days after each time that Executive exercises its right to such purchase of Incentive Equity, the Executive will make made an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder. The parties hereto agree that purchase price for Incentive Equity at the time of purchase was at fair market value of the Incentive Equity allocated to Executive as of the initial Employment Agreement date is $1,000 value: for Class B is $3,000 and as of the Gulf Closing Date for Class C and for a period of at least five business days thereafter is $1,150 1,550 and that parties shall use and have used such value for all Federal income tax purposes. (b) Twenty percent (20%) of Executive's Incentive Equity will vest vested on January 18, 1998, the First Acquisition Closing Date Date, and, provided that (except in the case of vesting pursuant to Section 5.3(a)) Executive is still employed by Holdings, the remainder shall vest on a daily basis over a four-four year period beginning with the First Acquisition Closing Date and ending with September 29, 1999, the Closing Date for Gulf Coast Services, Inc. ("Gulf Closing Date") and any unvested remainder after the Gulf Closing Date shall vest on a daily basis over a new four-year period beginning with the Gulf Closing Date. As of December 31, 2002, vested percentage of Incentive Equity for Executive is as follows: Class B is 91.45% and Class C is 81.44%. All unvested Incentive Equity will become fully vested immediately prior to the occurrence of a Liquidity Event. "Liquidity Event" means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.

Purchase Rights; Vesting. (a) As of the date hereof, Executive shall have the right to purchase at any time has purchased from Holdings Class B equity of Holdings equal to 10% of the total Class B equity of Holdings for an aggregate purchase price of $1,000 and Class C equity of Holdings equal to 11.50% of the total Class C equity of Holdings for an aggregate purchase price of $1,150. Hereafter, Class B and Class C equity collectively shall be referred to as ("Incentive Equity"). Within 30 days after each time that Executive exercises its right to such purchase of Incentive Equity, the Executive will make made an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder. The parties hereto agree that purchase price for Incentive Equity at the time of purchase was at fair market value of the Incentive Equity allocated to Executive as of the initial Employment Agreement date value: for Class B is $1,000 for Class B and as of the Gulf Closing Date for Class C and for a period of at least five business days thereafter is $1,150 and that parties shall use and have used such value for all Federal income tax purposes. (b) Twenty percent (20%) of Executive's Incentive Equity will vest vested on January 18, 1998, the First Acquisition Closing Date Date, and, provided that (except in the case of vesting pursuant to Section 5.3(a)) Executive is still employed by Holdings, the remainder shall vest on a daily basis over a four-four year period beginning with the First Acquisition Closing Date and ending with September 29, 1999, the Closing Date for Gulf Coast Services, Inc. ("Gulf Closing Date") and any unvested remainder after the Gulf Closing Date shall vest on a daily basis over a new four-year period beginning with the Gulf Closing Date. As of December 31, 2002, vested percentage of Incentive Equity for Executive is as follows: Class B is 91.45% and Class C is 81.44%. All unvested Incentive Equity will become fully vested immediately prior to the occurrence of a Liquidity Event. "Liquidity Event" means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.

Purchase Rights; Vesting. (a) As of the date hereof, Executive shall have the right to purchase at any time from Holdings Class B equity of Holdings equal to 10% of the total Class B equity of Holdings for an aggregate purchase price of $1,000 and Class C equity of Holdings equal to 11.50% of the total Class C equity of Holdings for an aggregate purchase price of $1,150. Hereafter, Class B and Class C equity collectively shall be referred to as "Incentive Equity"). Within 30 days after each time that Executive exercises its right to purchase Incentive Equity, the Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder. The parties hereto agree that the fair market value of the Incentive Equity allocated to Executive as of the initial Employment Agreement date for Class B is $1,000 for Class B and as of the Gulf Closing Date for Class C and for a period of at least five business days thereafter is $1,150 and that parties shall use such value for all Federal income tax purposes. (b) Twenty percent (20%) of Executive's Incentive Equity will vest on the First Acquisition Closing Date and, provided that (except in the case of vesting pursuant to Section 5.3(a)) Executive is still employed by Holdings, the remainder on a daily basis over a four-year period beginning with the First Acquisition Closing Date and ending with the Closing Date for Gulf Coast Services, Inc. ("Gulf Closing Date") and any unvested remainder after the Gulf Closing Date shall vest on a daily basis over a new four-year period beginning with the Gulf Closing Date. All unvested Incentive Equity will become fully vested immediately prior to the occurrence of a Liquidity Event. "Liquidity Event" means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.

Purchase Rights; Vesting. (a) As of the date hereof, Executive shall have the right to purchase at any time has purchased from Holdings Class B equity of Holdings equal to 1015% of the total Class B equity of Holdings for an aggregate purchase price of $1,000 1,500 and Class C equity of Holdings equal to 11.50% of the total Class C equity of Holdings for an aggregate purchase price of $1,150. Hereafter, Class B and Class C equity collectively shall be referred to as ("Incentive Equity"). Within 30 days after each time that Executive exercises its right to such purchase of Incentive Equity, the Executive will make made an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder. The parties hereto agree that the purchase price for Incentive Equity at the time of purchase was at fair market value of the Incentive Equity allocated to Executive as of the initial Employment Agreement date is $1,000 and: for Class B is $1,500 and as of the Gulf Closing Date for Class C and for a period of at least five business days thereafter is $1,150 and that parties shall use and have used such value for all Federal income tax purposes. (b) Twenty percent (20%) of Executive's Incentive Equity will vest vested on January 18, 1998, the First Acquisition Closing Date Date, and, provided that (except in the case of vesting pursuant to Section 5.3(a)) Executive is still employed by Holdings, the remainder on a daily basis over a four-four year period beginning with the First Acquisition Closing Date and ending with September 29, 1999, the Closing Date for Gulf Coast Services, Inc. ("Gulf Closing Date") and any unvested remainder after the Gulf Closing Date shall vest on a daily basis over a new four-year period beginning with the Gulf Closing Date. As of December 31, 2002, vested percentage of Incentive Equity for Executive is as follows: Class B is 91.45% and Class C is 81.44%. All unvested Incentive Equity will become fully vested immediately prior to the occurrence of a Liquidity Event. "Liquidity Event" means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.