Common use of Put Options Clause in Contracts

Put Options. The Holding Company shall issue a put option to any Participant, Beneficiary, surviving spouse or estate of a deceased Participant, or any other person (including distributees of an estate) to whom shares of Stock distributed under this Plan may pass by reason of a Participant's death (herein collectively referred to as the "Recipient"). This put option shall permit the Recipient to sell such Stock to the Holding Company, at any time during two (2) option periods, at the then fair market value. The first put option period shall be a period of at least sixty (60) calendar days beginning on the actual date of distribution of such Stock to the Recipient. The second put option period shall be a period of at least sixty (60) calendar days beginning after the determination of the fair market value of such Stock is made by the Committee (and notice of same is given in writing to the Recipient) for the next succeeding Plan Year. Such Recipient shall be deemed to have a put option as herein provided with respect to the shares of Stock and may exercise this put option by delivering to the Holding Company a written notice of his election to sell such shares of Stock, or any portion thereof, together with the certificates representing the shares of Stock to be sold duly endorsed for transfer. The Holding Company shall be obligated to purchase the shares of Stock, or the designated portion thereof, at their fair market value at the date the put option is exercised; provided, however, that the Holding Company may grant the Trustee an option to assume on behalf of this Plan and Trust the Holding Company's rights and obligations with respect to the put option at the date the put option is actually exercised by the Recipient. Except as hereinafter provided, the Holding Company (or the Trustee, if it assumes the Holding Company's obligation) shall pay for the shares of Stock so sold to it by check within thirty (30) calendar days following the date of sale. Notwithstanding anything contained herein to the contrary, the Holding Company (or, if applicable, the Trustee) may pay the purchase price in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than thirty (30) calendar days after the exercise of the put option and not exceeding five (5) years as long as reasonable interest is paid on the unpaid amounts and adequate security is provided to the Recipient. If the Stock is readily tradeable on an established market on the date of distribution, the put option granted by this Section 6.13 shall not exist; provided, however, that if the Stock ceases to be publicly traded within either of the sixty (60) day calendar periods as provided herein, the Holding Company shall notify the Recipient in writing within a reasonable time after the Stock ceases to be so publicly traded that the Stock shall be subject to the put option for the remainder of the applicable sixty (60) day calendar period. If the date of actual written notice to the Recipient by the Holding Company is later than ten (10) calendar days after the Stock ceases to be so publicly traded, the put option shall automatically be extended to the extent that the date on which written notice is actually given to the Recipient is more than ten (10) calendar days later.

Put Options. a. Except as provided in the next paragraph of this Section 7.2(a), on or before February 28 of each year beginning in 2003, the Board shall notify each Member of the LLC Value as of December 31 of the immediately preceding year. The Holding Company Board shall issue also furnish a certified copy of a balance sheet, income statement, and cash flow statement of the LLC for each Fiscal Year, and statement of such Member's Capital Account balance as of the end of that Fiscal Year, all of which shall be audited by, and shall receive the unqualified opinion of, the LLC's independent accounting firm, as if the LLC were independent and not affiliated with WTC, to each Member promptly after they are available. If the LLC's financial statements are unavailable until after February 28 of a year beginning in 2003, the Board shall notify, on or before February 28 of that year, each Member of the estimated LLC Value as of December 31 of the immediately preceding year and shall notify each Member of the actual LLC Value as promptly as possible after such financial statements become available. If the Purchase Closing Date with respect to any LLC Interests put pursuant to this Section 7.2 has not occurred, and the LLC Value differs from the estimated LLC Value by 5% or more, each Principal and/or his or its Permitted Transferees who or that has exercised his or its Put rights shall have the right to rescind his and/or its decision to exercise of his or its Put rights. If such Purchase Closing Date has occurred, each of the Principals and/or his or its Permitted Transferees exercising the Put rights with respect to his or its LLC Interest and the purchaser(s) of such LLC Interest, as the case may be, shall remit to the other(s) the amount(s) necessary to reflect appropriately the difference between the LLC Value and the estimated LLC Value. b. Subject to the terms, conditions and limitations of this Section 7.2, each Principal (on behalf of himself and/or his or its Permitted Transferees) may exercise an option to sell all or any Participant, Beneficiary, surviving spouse portion of his or estate its LLC Interest and associated Membership Points (each such exercise is referred to herein as a "Put") at the Purchase Price therefor. Upon exercise of a deceased ParticipantPut under this Section 7.2(b) by a Principal, the other Principals (the "Other Principals") shall first have the right (in proportion to their Membership Points or any in such other person (including distributees of an estateproportions as the Principals' Representative may determine) to whom shares of Stock distributed under this Plan may pass by reason of a Participantpurchase from that Principal or that Principal's death (herein collectively referred to Permitted Transferees, as the "Recipient"case may be, all of that Principal's and his or its Permitted Transferees' LLC Interests (or such portion as the Other Principals agree to purchase). This put option If the Other Principals do not elect to purchase all of that Principal's and his or its Permitted Transferees' LLC Interests, Xxxxxxxxx shall permit thereupon become obligated to purchase any remaining LLC Interests with respect to which the Recipient to sell such Stock Put has been exercised. c. Notwithstanding anything contained in Section 7.2(b) to the Holding Companycontrary, at any time during two unless otherwise agreed to by Xxxxxxxxx: (1) a Principal (on behalf of himself or itself and/or his or its Permitted Transferees) may not exercise a Put prior to January 1, 2006; and (2) option periods, at the then fair market value. The first put option period shall Puts may not be a period of at least sixty (60) calendar days beginning on the actual date of distribution of such Stock to the Recipient. The second put option period shall be a period of at least sixty (60) calendar days beginning after the determination of the fair market value of such Stock is made by the Committee (and notice of same is given exercised in writing to the Recipient) for the next succeeding Plan Year. Such Recipient shall be deemed to have a put option as herein provided any year with respect to LLC Interests and associated Membership Points representing more than 25% of the shares Membership Points of Stock and may exercise this put option the LLC owned by delivering to the Holding Company a written notice of Principal and/or his election to sell such shares of StockPermitted Transferees on December 31, or any portion thereof, together with the certificates representing the shares of Stock to be sold duly endorsed for transfer. The Holding Company shall be obligated to purchase the shares of Stock, or the designated portion thereof, at their fair market value at the date the put option is exercised2005; provided, however, if a Put is not exercised in full by a Principal or his Permitted Transferees for any year beginning in 2006, that unexercised portion may be exercised at the Holding Company may grant time that a Put is exercised for any subsequent year. For purposes of illustration if, during 2006, a Principal and his Permitted Transferees exercised a Put for LLC Interests associated with only 10% of the Trustee an option Membership Points held by them on December 31, 2005, such Principal and his Permitted Transferees would then be permitted during 2007 to assume exercise a Put in respect of LLC Interests associated with 40% of the Membership Points held by them on December 31, 2005. In no event, however, shall any Principal be entitled to Put LLC Interests associated with more than 25% of the Membership Points owned by such Principal and/or his Permitted Transferees on December 31, 2005 in 2006, 50% in 2007, 75% in 2008 and 100% in 2009. The restrictions on the Put rights described in this Section 7.2(c) apply solely to LLC Interests and associated Membership Points held by the Principals or their Permitted Transferees as of the Closing (as defined in the Merger Agreement); however, any subsequent holder of such LLC Interests shall be entitled to exercise the Put right herein as if such holder were the Principal or Permitted Transferee holding such LLC Interests as of the Closing. d. A Principal (on behalf of himself and/or his or its Permitted Transferees) may exercise a Put if, on or before March 31 of any year (beginning on January 1, 2006), Xxxxxxxxx and each Other Principal receives an irrevocable notice of exercise of the Put substantially in the form of Exhibit A hereto (a "Put Notice") stating that he or it is electing to exercise the Put and specifying the LLC Interests and associated Membership Points to be sold pursuant to the Put. On or before 60 days after receipt of a Put Notice, the Other Principals may exercise their right of first refusal to purchase all of that Principal's and his or its Permitted Transferees' LLC Interests and associated Membership Points (or such portion as the Other Principals agree to purchase) by providing written notice to the Principal and/or the Principal's Permitted Transferees, as the case may be, and Xxxxxxxxx in the form of Exhibit B (the "First Refusal Notice"), and, if that right is exercised, that Principal or that Principal's Permitted Transferees, as the case may be, shall be obligated to sell to the Other Principals, all of that Principal's and his or its Permitted Transferees' LLC Interests and associated Membership Points (or such portion as the Other Principals agree to purchase). If the Other Principals do not elect to purchase all of that Principal's and his or its Permitted Transferees' LLC Interests and associated Membership Points (or if Xxxxxxxxx has not received any notice from the Other Principals of their intention to purchase any portion of that Principal's or his or its Permitted Transferees' LLC Interests and associated Membership Points within the 60-day period described in this Plan Section 7.2(d)), Xxxxxxxxx shall purchase any and Trust all remaining LLC Interests and associated Membership Points with respect to which the Holding Company's Put has been exercised. The Purchase Closing Date for a purchase pursuant to this Section 7.2(d) shall be within 30 days following the earlier of the expiration of the time period contained in the preceding paragraph or the delivery of the First Refusal Notice by the Other Principals of their exercise in part or in whole of their rights of first refusal. On the Purchase Closing Date, each of Xxxxxxxxx and obligations the Other Principals shall pay the Purchase Price, in proportion to the amount of LLC Interests and associated Membership Points being purchased by that Person, to the Member by certified check or wire transfer of immediately available funds against delivery of the LLC Interests and associated Membership Points, free and clear of all liens, security interests and other encumbrances, and any other documents or instruments of transfer as they may reasonably request. e. On the last day of the month in which a Put is exercised by a Principal (on behalf of himself and/or his or its Permitted Transferees), that Member shall cease to have any rights as a Member with respect to the put option at LLC Interests so Put other than (1) the date right to receive the put option is actually exercised by Purchase Price on the RecipientPurchase Closing Date and (2) the right to receive distributions and allocations with respect to those LLC Interests through the Purchase Closing Date. Except as hereinafter providedWithout limiting the generality of the foregoing, the Holding Company (or the Trustee, if it assumes the Holding Company's obligation) shall pay for the shares of Stock so sold LLC Interests to it by check within thirty (30) calendar days following the date of sale. Notwithstanding anything contained herein to the contrary, the Holding Company (or, if applicable, the Trustee) may pay the purchase price in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than thirty (30) calendar days after the exercise of the put option and not exceeding five (5) years as long as reasonable interest is paid be purchased on the unpaid amounts and adequate security is provided to the Recipient. If the Stock is readily tradeable on an established market on the date of distribution, the put option granted by this Section 6.13 Purchase Closing Date shall not exist; provided, however, have any voting rights during that if the Stock ceases to be publicly traded within either of the sixty (60) day calendar periods as provided herein, the Holding Company shall notify the Recipient in writing within a reasonable time after the Stock ceases to be so publicly traded that the Stock shall be subject to the put option for the remainder of the applicable sixty (60) day calendar period. If the date of actual written notice to the Recipient by the Holding Company is later than ten (10) calendar days after the Stock ceases to be so publicly traded, the put option shall automatically be extended to the extent that the date on which written notice is actually given to the Recipient is more than ten (10) calendar days later.

Put Options. The Holding Company shall issue a put option to any Participant, Beneficiary, surviving spouse or estate of a deceased Participant, or any other person (including distributees of an estate) to whom shares of Stock distributed under this Plan may pass by reason of a Participant's death (herein collectively referred to as the "Recipient"). This put option shall permit the Recipient to sell such Stock to the Holding Company, at any time during two (2) option periods, at the then fair market value. The first put option period shall be a period of at least sixty (60) calendar days beginning on the actual date of distribution of such Stock to the Recipient. The second put option period shall be a period of at least sixty (60) calendar days beginning after the determination of the fair market value of such Stock is made by the Committee (and notice of same is given in writing to the Recipient) for the next succeeding Plan Year. Such Recipient shall be deemed to have a put option as herein provided with respect to the shares of Stock and may exercise this put option by delivering to the Holding Company a written notice of his election to sell such shares of Stock, or any portion thereof, together with the certificates representing the shares of Stock to be sold duly endorsed for transfer. The Holding Company shall be obligated to purchase the shares of Stock, or the designated portion thereof, at their fair market value at the date the put option is exercised; provided, however, that the Holding Company may grant the Trustee an option to assume on behalf of this Plan and Trust the Holding Company's rights and obligations with respect to the put option at the date the put option is actually exercised by the Recipient. Except as hereinafter provided, the Holding Company (or the Trustee, if it assumes the Holding Company's obligation) shall pay for the shares of Stock so sold to it by check within thirty (30) calendar days following the date of sale. Notwithstanding anything contained herein to the contrary, the Holding Company (or, if applicable, the Trustee) may pay the purchase price in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than thirty (30) calendar days after the exercise of the put option and not exceeding five (5) years as long as reasonable interest is paid on the unpaid amounts and adequate security is provided to the Recipient. If the Stock is readily tradeable tradable on an established market on the date of distribution, the put option granted by this Section 6.13 6.14 shall not exist; provided, however, that if the Stock ceases to be publicly traded within either of the sixty (60) day calendar periods as provided herein, the Holding Company shall notify the Recipient in writing within a reasonable time after the Stock ceases to be so publicly traded that the Stock shall be subject to the put option for the remainder of the applicable sixty (60) day calendar period. If the date of actual written notice to the Recipient by the Holding Company is later than ten (10) calendar days after the Stock ceases to be so publicly traded, the put option shall automatically be extended to the extent that the date on which written notice is actually given to the Recipient is more than ten (10) calendar days later. If the Company is prohibited by law or regulatory authority from purchasing the Stock on the date of distribution, the put option granted by this Section 6.14 shall not exist to the extent Section 6.14 is not required pursuant to Section 409(h)(3) of the Code; provided, however, that if such prohibition is lifted within either of the sixty (60) day calendar periods as provided herein, the Company shall notify the Recipient in writing within a reasonable time after the Company ceases to be prohibited from purchasing or redeeming the Stock that the Stock shall be subject to the put option for the remainder of the applicable sixty (60) day calendar period.

Put Options. (a) Upon the occurrence of a Put Trigger arising from an Asset Default Trigger (unless FSAM reasonably determines that a dispute or error exists with respect to the relevant servicer information and is actively pursuing resolution of such dispute or error), FSAM shall within three Business Days after the Administrator receives information from the relevant servicer demonstrating that an Asset Default Trigger has occurred, (i) exercise a Put Option in accordance with the Dexia Guaranteed Put Contract and the Dexia Non-Guaranteed Put Contract, as applicable, and (ii) shall provide notice of the occurrence of such Put Trigger and the exercise of the related Put Option to the Collateral Agent, FSA and the Sovereign Guarantors. (b) If exercise of the Put Option described in clause (a) is not made by FSAM within five Business Days after the occurrence of the relevant Asset Default, the Collateral Agent shall, at the direction of the Secured Party Representative, or FSA may, as representative for the Collateral Agent, deliver the relevant Exercise Notice (with a copy to the Collateral Agent) in accordance with the terms of the relevant Put Contract. (c) Upon the occurrence of a Put Trigger arising from a Liquidity Default Trigger, Collateral Default Trigger or Bankruptcy Trigger, FSAM shall immediately upon the occurrence thereof (i) exercise the related Put Option in accordance with the Dexia Guaranteed Put Contract and the Dexia Non- Guaranteed Put Contract, as applicable, and (ii) shall provide notice of the occurrence of such Put Trigger and the exercise of the related Put Option to the Collateral Agent, FSA and the Sovereign Guarantors. (d) If exercise of the Put Option described in clause (c) is not made by FSAM immediately after the occurrence of the relevant Liquidity Default Trigger, Collateral Default Trigger or Bankruptcy Trigger, the Collateral Agent shall, at the direction of the Secured Party Representative, or FSA may, deliver the relevant Exercise Notice (with a copy to the Collateral Agent) in accordance with the terms of the relevant Put Contract. (e) The Holding Company shall issue a put option Administrator will prepare and deliver the Shortfall Information and, if required under the definition thereof, obtain written confirmation from the Collateral Agent of non-receipt of payments in the FSAM Cash Account or the Collateral Agent Cash Account, in each case in accordance with the Put Contract and the Sovereign Guarantee. For the avoidance of doubt FSA (either directly or as representative of the Collateral Agent) may prepare the Shortfall Information and obtain written confirmation from the Collateral Agent of non-receipt of payments in the FSAM Cash Account or the Collateral Agent Cash Account, specify the related Put Exercise Amounts in relation to any ParticipantLiquidity Default Trigger, Beneficiaryany Collateral Default Trigger or any Bankruptcy Trigger and may deliver the related Shortfall Information and/or an Exercise Notice as provided in the relevant Put Contract, surviving spouse or estate without regard to which Person delivered the related Exercise Notice. Copies of any such notices will be provided to the Collateral Agent and, if applicable FSA, in addition to any Persons specified in the relevant Put Contract. The Collateral Agent shall not specify the related Put Exercise Amount with respect to any exercise of a deceased ParticipantPut Option except upon direction from FSA. (f) The failure of FSAM or FSA, as applicable, to make or exercise any claim or option shall not impair or prevent the making of such claim or the exercising of such option at any later date in relation to such Put Trigger, or any other person Put Trigger as provided under the relevant Put Contract. (including distributees g) FSA may act directly or as the representative of the Collateral Agent to make demands and may request and dispute valuations as provided in the Put Contracts. (h) In connection with delivery of an estateExercise Notice, FSAM or FSA as representative of the Collateral Agent, will deliver a Settlement Instruction (as defined in the applicable Put Settlement Procedures Agreement) to whom shares of Stock distributed under this Plan may pass by reason of the Account Bank with a Participant's death (herein collectively referred to as the "Recipient"). This put option shall permit the Recipient to sell such Stock copy to the Holding Company, at any time during two (2) option periods, at the then fair market value. The first put option period shall be a period of at least sixty (60) calendar days beginning on the actual date of distribution of such Stock to the Recipient. The second put option period shall be a period of at least sixty (60) calendar days beginning after the determination of the fair market value of such Stock is made by the Committee (and notice of same is given in writing to the Recipient) for the next succeeding Plan Year. Such Recipient shall be deemed to have a put option as herein provided with respect to the shares of Stock and may exercise this put option by delivering to the Holding Company a written notice of his election to sell such shares of Stock, or any portion thereof, together with the certificates representing the shares of Stock to be sold duly endorsed for transfer. The Holding Company shall be obligated to purchase the shares of Stock, or the designated portion thereof, at their fair market value at the date the put option is exercised; provided, however, that the Holding Company may grant the Trustee an option to assume on behalf of this Plan and Trust the Holding Company's rights and obligations with respect to the put option at the date the put option is actually exercised by the Recipient. Except as hereinafter provided, the Holding Company (or the Trustee, if it assumes the Holding Company's obligation) shall pay for the shares of Stock so sold to it by check within thirty (30) calendar days following the date of sale. Notwithstanding anything contained herein to the contrary, the Holding Company (or, if applicable, the Trustee) may pay the purchase price in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than thirty (30) calendar days after the exercise of the put option and not exceeding five (5) years as long as reasonable interest is paid on the unpaid amounts and adequate security is provided to the Recipient. If the Stock is readily tradeable on an established market on the date of distribution, the put option granted by this Section 6.13 shall not exist; provided, however, that if the Stock ceases to be publicly traded within either of the sixty (60) day calendar periods as provided herein, the Holding Company shall notify the Recipient in writing within a reasonable time after the Stock ceases to be so publicly traded that the Stock shall be subject to the put option for the remainder of the applicable sixty (60) day calendar period. If the date of actual written notice to the Recipient by the Holding Company is later than ten (10) calendar days after the Stock ceases to be so publicly traded, the put option shall automatically be extended to the extent that the date on which written notice is actually given to the Recipient is more than ten (10) calendar days laterCollateral Agent.

Put Options. The Holding Company shall issue a put option to any Participant, Beneficiary, surviving spouse or estate of a deceased Participant, or any other person (including distributees of an estate) to whom shares of Stock distributed under this Plan may pass by reason of a Participant's ’s death (herein collectively referred to as the "“Recipient"”). This put option shall permit the Recipient to sell such Stock to the Holding Company, at any time during two (2) option periods, at the then fair market value. The first put option period shall be a period of at least sixty (60) calendar days beginning on the actual date of distribution of such Stock to the Recipient. The second put option period shall be a period of at least sixty (60) calendar days beginning after the determination of the fair market value of such Stock is made by the Committee (and notice of same is given in writing to the Recipient) for the next succeeding Plan Year. Such Recipient shall be deemed to have a put option as herein provided with respect to the shares of Stock and may exercise this put option by delivering to the Holding Company a written notice of his election to sell such shares of Stock, or any portion thereof, together with the certificates representing the shares of Stock to be sold duly endorsed for transfer. The Holding Company shall be obligated to purchase the shares of Stock, or the designated portion thereof, at their fair market value at the date the put option is exercised; provided, however, that the Holding Company may grant the Trustee an option to assume on behalf of this Plan and Trust the Holding Company's ’s rights and obligations with respect to the put option at the date the put option is actually exercised by the Recipient. Except as hereinafter provided, the Holding Company (or the Trustee, if it assumes the Holding Company's ’s obligation) shall pay for the shares of Stock so sold to it by check within thirty (30) calendar days following the date of sale. Notwithstanding anything contained herein to the contrary, the Holding Company (or, if applicable, the Trustee) may pay the purchase price in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than thirty (30) calendar days after the exercise of the put option and not exceeding five (5) years as long as reasonable interest is paid on the unpaid amounts and adequate security is provided to the Recipient. If the Stock is readily tradeable on an established market on the date of distribution, the put option granted by this Section 6.13 shall not exist; provided, however, that if the Stock ceases to be publicly traded within either of the sixty (60) day calendar periods as provided herein, the Holding Company shall notify the Recipient in writing within a reasonable time after the Stock ceases to be so publicly traded that the Stock shall be subject to the put option for the remainder of the applicable sixty (60) day calendar period. If the date of actual written notice to the Recipient by the Holding Company is later than ten (10) calendar days after the Stock ceases to be so publicly traded, the put option shall automatically be extended to the extent that the date on which written notice is actually given to the Recipient is more than ten (10) calendar days later.

Put Options. The Holding Company shall issue (a) If, on or before the third anniversary of the Closing, the Surviving Corporation has not effected a put option public offering of its equity securities or a merger or other business combination of the Surviving Corporation, the Surviving Corporation shall, upon receiving a written election by any ACurrent Employee" listed on Schedule 8.4 (a "Current Employee"), ------------ delivered to any Participantthe Surviving Corporation within the 30-day period following the third anniversary of Closing (the "Put Election"), Beneficiaryand provided that such electing Current Employee remains at such time an employee of the Surviving Corporation, surviving spouse purchase all (but not less than all) (i) stock options issued or estate of a deceased Participant, or any other person deemed issued by the Surviving Corporation which are vested and outstanding and held by such Current Employee at such time and (including distributees of an estateii) to whom shares of Stock distributed under this Plan may pass by reason the Surviving Corporation's common stock previously issued upon exercise of a Participant's death stock options (herein collectively referred to as the "RecipientOption Shares"). This put option shall permit ) issued or deemed issued by the Recipient to sell Surviving Corporation, which Option Shares are held by such Stock electing Current Employee at such time, for consideration equal to the Holding Company, at any time during two (2) option periods, at the then fair market value. The first put option period shall be a period of at least sixty (60) calendar days beginning on the actual date of distribution of such Stock to the Recipient. The second put option period shall be a period of at least sixty (60) calendar days beginning after the determination of the independently determined fair market value of, as applicable, such stock options and/or Option Shares as of the date of the Put Election, payable at the Surviving Corporation's election in cash or securities of Buyer. The Surviving Corporation's President may, prior to expiration of the six month period following the Closing, designate the two "Proposed Employees" referenced in Schedule 8.4 to be included as Current Employees subject to the ------------ approval of the Surviving Corporation's Board. (b) If, on or before the fourth anniversary of the Closing, the Surviving Corporation has not effected a public offering of its equity securities or a merger or other business combination of the Surviving Corporation, the Surviving Corporation shall, upon written election by any Current Employee, delivered to the Surviving Corporation within the 30-day period following the fourth anniversary of Closing, and provided that such Stock is made electing Current Employee remains at such time an employee of the Surviving Corporation, purchase all (but not less than all) (i) stock options issued or deemed issued by the Committee Surviving Corporation which are vested and outstanding and held by such Current Employee at such time and (and notice of same is given in writing ii) Option Shares held by such Current Employee at such time, for consideration equal to the Recipient) for the next succeeding Plan Year. Such Recipient shall be deemed to have a put option as herein provided with respect to the shares of Stock and may exercise this put option by delivering to the Holding Company a written notice of his election to sell such shares of Stock, or any portion thereof, together with the certificates representing the shares of Stock to be sold duly endorsed for transfer. The Holding Company shall be obligated to purchase the shares of Stock, or the designated portion thereof, at their independently determined fair market value at the date the put option is exercised; providedof, howeveras applicable, that the Holding Company may grant the Trustee an option to assume on behalf such stock options and/or Option Shares as of this Plan and Trust the Holding Company's rights and obligations with respect to the put option at the date the put option is actually exercised by the Recipient. Except as hereinafter provided, the Holding Company (or the Trustee, if it assumes the Holding Company's obligation) shall pay for the shares of Stock so sold to it by check within thirty (30) calendar days following the date of sale. Notwithstanding anything contained herein to the contraryPut Election, the Holding Company (or, if applicable, the Trustee) may pay the purchase price payable at Surviving Corporation's election in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than thirty (30) calendar days after the exercise cash or securities of the put option and not exceeding five (5) years as long as reasonable interest is paid on the unpaid amounts and adequate security is provided to the Recipient. If the Stock is readily tradeable on an established market on the date of distribution, the put option granted by this Section 6.13 shall not exist; provided, however, that if the Stock ceases to be publicly traded within either of the sixty (60) day calendar periods as provided herein, the Holding Company shall notify the Recipient in writing within a reasonable time after the Stock ceases to be so publicly traded that the Stock shall be subject to the put option for the remainder of the applicable sixty (60) day calendar period. If the date of actual written notice to the Recipient by the Holding Company is later than ten (10) calendar days after the Stock ceases to be so publicly traded, the put option shall automatically be extended to the extent that the date on which written notice is actually given to the Recipient is more than ten (10) calendar days laterBuyer.

Put Options. (a) At any time, and from time to time, after the earliest of (i) November 19, 2014 or (ii) an Event of Non-Compliance (as defined below), upon the written election of the holders of a Majority in Interest, each holder of a Warrant or Warrant Shares shall have the right and option to require the Company to purchase from such holders (the “Put Option”) such Warrant and/or Warrant Shares for a cash purchase price equal to the Fair Market Value Per Share, as of the date of such purchase, for each such Warrant Share into which this Warrant shall have been exercised or for each Warrant Share into which this Warrant may be exercised (net, in the case of the unexercised Warrant, of the Exercise Price with respect to each underlying Warrant Share) (the “Put Purchase Price”); provided, that no holder shall have the right to exercise the Put Option until the payment in full in cash or securities acceptable to holders of the Bank Indebtedness of the Bank Indebtedness. (b) The Holding Company shall issue a put option make payment of the Put Purchase Price pursuant to any Participant, Beneficiary, surviving spouse or estate exercise of a deceased Participant, or any other person the Put Option within fifteen (including distributees 15) Business Days of an estate) to whom shares of Stock distributed under this Plan may pass by reason of a Participant's death (herein collectively referred to as the "Recipient"). This put option shall permit the Recipient to sell such Stock to the Holding Company, at any time during two (2) option periods, at the then fair market value. The first put option period shall be a period of at least sixty (60) calendar days beginning on the actual date of distribution of such Stock to the Recipient. The second put option period shall be a period of at least sixty (60) calendar days beginning after the final determination of the fair market value Fair Market Value Per Share by wire transfer of such Stock is made by immediately available funds to the Committee (and notice of same is given account or accounts designated in writing by such Holder, and, upon payment of the Put Purchase Price, the holder of this Warrant and/or Warrant Shares shall deliver to the Recipient) for Company the next succeeding Plan Year. Such Recipient shall be deemed to have a put option as herein provided with respect to the shares of Stock and may exercise this put option by delivering to the Holding Company a written notice of his election to sell such shares of Stock, certificate or any portion thereof, together with the certificates representing the shares of Stock to be sold duly endorsed for transfer. The Holding Company shall be obligated to purchase the shares of Stock, such Warrants or the designated portion thereof, at their fair market value at the date the put option is exercised; provided, however, that the Holding Company may grant the Trustee an option to assume on behalf of this Plan and Trust the Holding Company's rights and obligations with respect to the put option at the date the put option is actually exercised by the Recipient. Except as hereinafter provided, the Holding Company Warrant Shares. (or the Trustee, if it assumes the Holding Company's obligationc) shall pay for the shares of Stock so sold to it by check within thirty (30) calendar days following the date of sale. Notwithstanding anything contained herein to the contrary, upon any Change of Control or Initial Public Offering and the Holding Company (or, if applicable, the Trustee) may pay the purchase price in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than thirty (30) calendar days after the exercise written election of the put holders of a Majority in Interest, each holder of any Warrants or Warrant Shares shall have the right and option and not exceeding five to require the Company to purchase from such holders (5the “Liquidity Event Put Option”) years as long as reasonable interest is paid on the unpaid amounts and adequate security is provided such Warrants and/or Warrant Shares for a price equal to the Recipient. If Fair Market Value Per Share for each such Warrant Share into which this Warrant shall have been exercised or for each Warrant Share into which this Warrant may be exercised (net, in the Stock is readily tradeable on an established market on case of the date unexercised Warrant, of distribution, the put option granted by this Section 6.13 shall not existExercise Price with respect to each underlying Warrant Share) (the “Liquidity Event Put Purchase Price”); provided, however, that if no holder shall have the Stock ceases right to be publicly traded within either exercise the Liquidity Event Put Option until the payment in full in cash or securities acceptable to holders of the sixty Bank Indebtedness of the Bank Indebtedness. (60d) day calendar periods as provided herein, the Holding The Company shall notify the Recipient in writing within a reasonable time after the Stock ceases to be so publicly traded that the Stock shall be subject to the put option for the remainder make payment of the applicable sixty (60) day calendar period. If Liquidity Event Put Purchase Price immediately upon the date closing or consummation of actual written notice to the Recipient by Change of Control or Initial Public Offering in cash or, at the Holding option of the holders of a Majority in Interest in their sole discretion, in the same consideration in the same proportions as the Company and/or its equity holders receive in the Change of Control or Initial Public Offering that is later than ten (10) calendar days after the Stock ceases to be so publicly traded, subject of the put option shall automatically be extended to the extent that the date on which written notice is actually given to the Recipient is more than ten (10) calendar days laterLiquidity Event Put Option.