Common use of REPURCHASE RIGHTS OF THE COMPANY Clause in Contracts

REPURCHASE RIGHTS OF THE COMPANY. (i) From and after a Repurchase Event, each of the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the Units held by such Holder (including any Units received upon a distribution from any deferred compensation plan or any Units issuable upon exercise of any Options held by such Holder) in accordance with this Section 4, in each case, for Fair Market Value, but subject to Section 4(a)(ii). The Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after the Repurchase Event; provided, however, that with respect to Units acquired by a Holder after such Repurchase Event (whether by exercise of Options, distribution of shares from any deferred compensation plan or otherwise), the Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after the acquisition of such Units by such Holder (such date, the “Repurchase Date”). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares (which closing date shall not be later than the Repurchase Date). (ii) Notwithstanding anything contained herein to the contrary, in the event (i) a Holder materially breaches the terms of this Agreement (including Section 6) or any other agreement between the Holder and any of the Company or its subsidiaries or (ii) a Holder’s relationship with the Company or any of its subsidiaries is terminated by the Company or any of its subsidiaries for Cause, then any of the Company or any of its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the Units held by such Holder (including any Units received upon a distribution from any deferred compensation plan or any Units issuable upon exercise of any Options held by such Holder) in accordance with this Section 4 for the lesser of (i) Original Cost and (ii) Fair Market Value. The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable Units.

REPURCHASE RIGHTS OF THE COMPANY. (iA) From Upon any Termination of Employment of the Employee at any time, the Company may, at its option, repurchase from the holders thereof, and after a Repurchase Event, each the Employee will at the request of the Company and its subsidiaries shall have sell to the rightCompany, but not or procure the obligationsale to the Company of, to repurchase all or any portion of the Units held by such Holder Shares specified in the Company Repurchase Notice(s) (including any Units received upon as defined below) at a distribution from any deferred compensation plan or any Units issuable upon exercise of any Options held by such Holderpurchase price per Share determined pursuant to paragraphs (i) and (ii) below: (i) in accordance with this Section 4, in each case, for Fair Market Value, but subject the event that such Termination of Employment is pursuant to Section 4(a)(ii4(b) (by the Company for Cause). The Company or any , at a purchase price per Share equal to the lower of its subsidiaries may exercise the right to purchase such Units until Market Value Per Share, as of the date occurring six months after of such Termination of Employment, and the Original Price Per Share; and (ii) otherwise, at a purchase price per Share equal to the Market Value Per Share, as of the date of such Termination of Employment. (B) The Company's repurchase rights under Section 6.1(a) shall be exercisable at any time and from time to time within the periods specified in clause (iii) below, by written notice from the Company to the Employee specifying the number of Shares to be repurchased (each such notice, a "Company ------- Repurchase Event; Notice"), provided, however, that (i) if a Company Repurchase Notice ---------- ------ is delivered at any time within ninety (90) days following the Termination of Employment of the Employee and prior to the delivery of a Co-Manager Repurchase Notice or Co-Manager Non-Repurchase Notice pursuant to and in accordance with Section 6.2 below, such Company Repurchase Notice shall not specify a number of Shares in excess of 2,521, as such amount may be adjusted from time to time to reflect stock splits, combinations or other similar recapitalizations affecting the Common Stock (such amount of Shares, as so adjusted, being referred to herein as the "Company Priority Shares"), (ii) if a Company Repurchase Notice is ------- -------- ------ delivered at any time after the delivery of a Co-Manager Repurchase Notice or a Co-Manager Non-Repurchase Notice, or after ninety (90) days following the Termination of Employment of the Employee, such Company Repurchase Notice shall not specify a number of Shares in excess of the number of Shares then outstanding, less the number of Shares referred to in the Co-Manager Repurchase ---- Notice, if any, previously delivered pursuant to and in accordance with Section 6.2(b) below, (iii) the Company's repurchase rights under Section 6.1(a) above shall be exercisable with respect to Units acquired by the Company Priority Shares, only for a Holder after period of ninety (90) days from the date of Termination of Employment of the Employee, and with respect to all Shares other than the Company Priority Shares, only for a period of sixty (60) days from the date upon which such Repurchase Event rights first become exercisable in accordance with the preceding clause (whether by exercise of Options, distribution of shares from any deferred compensation plan or otherwiseii), the Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after the acquisition of such Units by such Holder and (such date, the “Repurchase Date”). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares (which closing date shall not be later than the Repurchase Date). (iiiv) Notwithstanding anything contained herein to the contrary, in the event (i) a Holder materially breaches that the terms of this Agreement (including Section 6) or Company determines at any other agreement between time prior to the Holder and any expiration of the Company or its subsidiaries or period of ninety (ii90) a Holder’s relationship with days from the Company or any date of its subsidiaries is terminated by the Company or any Termination of its subsidiaries for Cause, then any Employment of the Company or any of Employee that it does not intend to exercise its subsidiaries shall have the right, but not the obligation, repurchase rights under Section 6.1(a) above with respect to repurchase all or any portion of the Units Company Priority Shares, the Company shall promptly so notify the Co-Managers and the Employee in writing (such notice, the "Company Non-Repurchase Notice"). The closing of the ------- -------------- ------ repurchase of Shares pursuant to each Company Repurchase Notice shall be held by not earlier than five (5) days nor later than thirty (30) days after delivery of such Holder Company Repurchase Notice. The Company's repurchase rights under Section 6.1(a) shall lapse if not exercised within the periods specified in clause (including any Units received upon a distribution from any deferred compensation plan or any Units issuable upon exercise iii) of any Options held by such Holderthis Section 6.1(b) in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Upon delivery by the Company of the repurchase price for the Shares being repurchased under this Section 4 for the lesser of (i6.1(b) Original Cost and (ii) Fair Market Value. The determination date for purposes of determining the Fair Market Value shall be the closing date in accordance with Section 7.2 hereof, all of the purchase Shares being repurchased shall no longer be deemed to be outstanding, all of the applicable UnitsEmployee's rights with respect to such Shares will terminate, with the exception of the right of the Employee to receive the repurchase price in exchange therefor pursuant to this Section 6.1(b), and payments pursuant to Section 6.4, if any, and the Employee (on his own behalf and on behalf of any other holder of Shares) hereby irrevocably appoints the Company as his attorney- in-fact to take all actions necessary and sign all documents required to cancel such Shares on the Company's books and records.

REPURCHASE RIGHTS OF THE COMPANY. (iA) From Upon any Termination of Employment of the Employee at any time, the Company may, at its option, repurchase from the holders thereof, and after a Repurchase Event, each the Employee will at the request of the Company and its subsidiaries shall have sell to the rightCompany, but not or procure the obligationsale to the Company of, to repurchase all or any portion of the Units held by such Holder Shares specified in the Company Repurchase Notice(s) (including any Units received upon as defined below) at a distribution from any deferred compensation plan or any Units issuable upon exercise of any Options held by such Holderpurchase price per Share determined pursuant to paragraphs (i) and (ii) below: (i) in accordance with this Section 4, in each case, for Fair Market Value, but subject the event that such Termination of Employment is pursuant to Section 4(a)(ii4(b) (by the Company for Cause). The Company or any , at a purchase price per Share equal to the lower of its subsidiaries may exercise the right to purchase such Units until Market Value Per Share, as of the date occurring six months after of such Termination of Employment, and the Original Price Per Share; and (ii) otherwise, at a purchase price per Share equal to the Market Value Per Share, as of the date of such Termination of Employment. (B) The Company's repurchase rights under Section 6.1(a) shall be exercisable at any time and from time to time within the periods specified in clause (iii) below, by written notice from the Company to the Employee specifying the number of Shares to be repurchased (each such notice, a "Company ------- Repurchase Event; Notice"), provided, however, that (i) if a Company Repurchase Notice ---------- ------ is delivered at any time within ninety (90) days following the Termination of Employment of the Employee and prior to the delivery of a Co-Manager Repurchase Notice or Co-Manager Non-Repurchase Notice pursuant to and in accordance with Section 6.2 below, such Company Repurchase Notice shall not specify a number of Shares in excess of 2,491, as such amount may be adjusted from time to time to reflect stock splits, combinations or other similar recapitalizations affecting the Common Stock (such amount of Shares, as so adjusted, being referred to herein as the "Company Priority Shares"), (ii) if a Company Repurchase Notice is ------- -------- ------ delivered at any time after the delivery of a Co-Manager Repurchase Notice or a Co-Manager Non-Repurchase Notice, or after ninety (90) days following the Termination of Employment of the Employee, such Company Repurchase Notice shall not specify a number of Shares in excess of the number of Shares then outstanding, less the number of Shares referred to in the Co-Manager Repurchase ---- Notice, if any, previously delivered pursuant to and in accordance with Section 6.2(b) below, (iii) the Company's repurchase rights under Section 6.1(a) above shall be exercisable with respect to Units acquired by the Company Priority Shares, only for a Holder after period of ninety (90) days from the date of Termination of Employment of the Employee, and with respect to all Shares other than the Company Priority Shares, only for a period of sixty (60) days from the date upon which such Repurchase Event rights first become exercisable in accordance with the preceding clause (whether by exercise of Options, distribution of shares from any deferred compensation plan or otherwiseii), the Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after the acquisition of such Units by such Holder and (such date, the “Repurchase Date”). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares (which closing date shall not be later than the Repurchase Date). (iiiv) Notwithstanding anything contained herein to the contrary, in the event (i) a Holder materially breaches that the terms of this Agreement (including Section 6) or Company determines at any other agreement between time prior to the Holder and any expiration of the Company or its subsidiaries or period of ninety (ii90) a Holder’s relationship with days from the Company or any date of its subsidiaries is terminated by the Company or any Termination of its subsidiaries for Cause, then any Employment of the Company or any of Employee that it does not intend to exercise its subsidiaries shall have the right, but not the obligation, repurchase rights under Section 6.1(a) above with respect to repurchase all or any portion of the Units Company Priority Shares, the Company shall promptly so notify the Co-Managers and the Employee in writing (such notice, the "Company Non-Repurchase Notice"). The closing of the ------- -------------- ------ repurchase of Shares pursuant to each Company Repurchase Notice shall be held by not earlier than five (5) days nor later than thirty (30) days after delivery of such Holder Company Repurchase Notice. The Company's repurchase rights under Section 6.1(a) shall lapse if not exercised within the periods specified in clause (including any Units received upon a distribution from any deferred compensation plan or any Units issuable upon exercise iii) of any Options held by such Holderthis Section 6.1(b) in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Upon delivery by the Company of the repurchase price for the Shares being repurchased under this Section 4 for the lesser of (i6.1(b) Original Cost and (ii) Fair Market Value. The determination date for purposes of determining the Fair Market Value shall be the closing date in accordance with Section 7.2 hereof, all of the purchase Shares being repurchased shall no longer be deemed to be outstanding, all of the applicable UnitsEmployee's rights with respect to such Shares will terminate, with the exception of the right of the Employee to receive the repurchase price in exchange therefor pursuant to this Section 6.1(b), and payments pursuant to Section 6.4, if any, and the Employee (on his own behalf and on behalf of any other holder of Shares) hereby irrevocably appoints the Company as his attorney- in-fact to take all actions necessary and sign all documents required to cancel such Shares on the Company's books and records.

REPURCHASE RIGHTS OF THE COMPANY. (iA) From Upon any Termination of Employment of the Employee at any time, the Company may, at its option, repurchase from the holders thereof, and after a Repurchase Event, each the Employee will at the request of the Company and its subsidiaries shall have sell to the rightCompany, but not or procure the obligationsale to the Company of, to repurchase all or any portion of the Units held by such Holder Shares specified in the Company Repurchase Notice(s) (including any Units received upon as defined below) at a distribution from any deferred compensation plan or any Units issuable upon exercise of any Options held by such Holderpurchase price per Share determined pursuant to paragraphs (i) and (ii) below: (i) in accordance with this Section 4, in each case, for Fair Market Value, but subject the event that such Termination of Employment is pursuant to Section 4(a)(ii4(b) (by the Company for Cause). The Company or any , at a purchase price per Share equal to the lower of its subsidiaries may exercise the right to purchase such Units until Market Value Per Share, as of the date occurring six months after of such Termination of Employment, and the Original Price Per Share; and (ii) otherwise, at a purchase price per Share equal to the Market Value Per Share, as of the date of such Termination of Employment. (B) The Company's repurchase rights under Section 6.1(a) shall be exercisable at any time and from time to time within the periods specified in clause (iii) below, by written notice from the Company to the Employee specifying the number of Shares to be repurchased (each such notice, a "Company ------- Repurchase Event; Notice"), provided, however, that (i) if a Company Repurchase Notice ---------- ------ is delivered at any time within ninety (90) days following the Termination of Employment of the Employee and prior to the delivery of a Co-Manager Repurchase Notice or Co-Manager Non-Repurchase Notice pursuant to and in accordance with Section 6.2 below, such Company Repurchase Notice shall not specify a number of Shares in excess of 9,050, as such amount may be adjusted from time to time to reflect stock splits, combinations or other similar recapitalizations affecting the Common Stock (such amount of Shares, as so adjusted, being referred to herein as the "Company Priority Shares"), (ii) if a Company Repurchase Notice is delivered at ------- -------- ------ any time after the delivery of a Co-Manager Repurchase Notice or a Co-Manager Non-Repurchase Notice, or after ninety (90) days following the Termination of Employment of the Employee, such Company Repurchase Notice shall not specify a number of Shares in excess of the number of Shares then outstanding, less the ---- number of Shares referred to in the Co-Manager Repurchase Notice, if any, previously delivered pursuant to and in accordance with Section 6.2(b) below, (iii) the Company's repurchase rights under Section 6.1(a) above shall be exercisable with respect to Units acquired by the Company Priority Shares, only for a Holder after period of ninety (90) days from the date of Termination of Employment of the Employee, and with respect to all Shares other than the Company Priority Shares, only for a period of sixty (60) days from the date upon which such Repurchase Event rights first become exercisable in accordance with the preceding clause (whether by exercise of Options, distribution of shares from any deferred compensation plan or otherwiseii), the Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after the acquisition of such Units by such Holder and (such date, the “Repurchase Date”). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares (which closing date shall not be later than the Repurchase Date). (iiiv) Notwithstanding anything contained herein to the contrary, in the event (i) a Holder materially breaches that the terms of this Agreement (including Section 6) or Company determines at any other agreement between time prior to the Holder and any expiration of the Company or its subsidiaries or period of ninety (ii90) a Holder’s relationship with days from the Company or any date of its subsidiaries is terminated by the Company or any Termination of its subsidiaries for Cause, then any Employment of the Company or any of Employee that it does not intend to exercise its subsidiaries shall have the right, but not the obligation, repurchase rights under Section 6.1(a) above with respect to repurchase all or any portion of the Units Company Priority Shares, the Company shall promptly so notify the Co-Managers and the Employee in writing (such notice, the "Company Non-Repurchase Notice"). The closing of the repurchase of ------- -------------- ------ Shares pursuant to each Company Repurchase Notice shall be held by not earlier than five (5) days nor later than thirty (30) days after delivery of such Holder Company Repurchase Notice. The Company's repurchase rights under Section 6.1(a) shall lapse if not exercised within the periods specified in clause (including any Units received upon a distribution from any deferred compensation plan or any Units issuable upon exercise iii) of any Options held by such Holderthis Section 6.1(b) in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Upon delivery by the Company of the repurchase price for the Shares being repurchased under this Section 4 for the lesser of (i6.1(b) Original Cost and (ii) Fair Market Value. The determination date for purposes of determining the Fair Market Value shall be the closing date in accordance with Section 7.2 hereof, all of the purchase Shares being repurchased shall no longer be deemed to be outstanding, all of the applicable UnitsEmployee's rights with respect to such Shares will terminate, with the exception of the right of the Employee to receive the repurchase price in exchange therefor pursuant to this Section 6.1(b), and payments pursuant to Section 6.4, if any, and the Employee (on his own behalf and on behalf of any other holder of Shares) hereby irrevocably appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on the Company's books and records.

REPURCHASE RIGHTS OF THE COMPANY. (iA) From Upon the later to occur of the death of Xxxxxx Xxxxxx and after a the death of the Employee (the "Repurchase Event") the Company may, each at its option, ---------- ----- repurchase from the holders thereof, and the Personal Representative of the Employee will at the request of the Company and its subsidiaries shall have sell to the rightCompany, but not or procure the obligationsale to the Company of, to repurchase all or any portion of the Units held by such Holder Shares specified in the Company Repurchase Notice (including any Units received upon as defined below) at a distribution from any deferred compensation plan or any Units issuable upon exercise purchase price per Share equal to the Market Value Per Share as of any Options held by such Holder) in accordance with this Section 4, in each case, for Fair Market Value, but subject to Section 4(a)(ii). The Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after of the Repurchase Event; . (B) The Company's repurchase rights under Section 6.1(a) shall be exercisable at any time and from time to time within ninety (90) days after the date of the Repurchase Event by written notice from the Company to the Personal Representative of the Employee specifying the number of Shares to be repurchased (such notice, a "Company Repurchase Notice"), provided, however, that in the ------- ---------- ------ event that the Company determines at any time prior to the expiration of the period of ninety (90) days from the date of the Repurchase Event that it does not intend to exercise its repurchase rights under Section 6.1(a) above with respect to Units acquired by a Holder after such Repurchase Event (whether by exercise of Options, distribution of shares from any deferred compensation plan or otherwise), the Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after the acquisition of such Units by such Holder (such date, the “Repurchase Date”). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares (which closing date shall not be later than the Repurchase Date). (ii) Notwithstanding anything contained herein to the contrary, in the event (i) a Holder materially breaches the terms of this Agreement (including Section 6) or any other agreement between the Holder and any of the Company or its subsidiaries or (ii) a Holder’s relationship with the Company or any of its subsidiaries is terminated by the Company or any of its subsidiaries for Cause, then any of the Company or any of its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the Units Shares, the Company shall promptly so notify the Personal Representative of the Employee in writing (such notice, the "Company Non- ------------ Repurchase Notice"). The closing of the repurchase of Shares ---------- ------ pursuant to the Company Repurchase Notice shall be held by such Holder not earlier than five (including any Units received upon a distribution from any deferred compensation plan or any Units issuable upon exercise 5) days nor later than thirty (30) days after delivery of any Options held by such Holderthe Company Repurchase Notice. The Company's repurchase rights under Section 6.1(a) shall lapse if not exercised within the 90-day period specified in this Section 6.1(b) in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Upon delivery by the Company of the repurchase price for the Shares being repurchased under this Section 4 for the lesser of (i6.1(b) Original Cost and (ii) Fair Market Value. The determination date for purposes of determining the Fair Market Value shall be the closing date in accordance with Section 7.2 hereof, all of the purchase Shares being repurchased shall no longer be deemed to be outstanding, all of the applicable Unitsrights of the prior holders thereof with respect to such Shares will terminate, with the exception of the right of such holders to receive the repurchase price in exchange therefor pursuant to this Section 6.1(b), and payments pursuant to Section 6.3, if any, and the Employee (on his own behalf and on behalf of his Personal Representative and any other holder of Shares) hereby irrevocably appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on the Company's books and records.

REPURCHASE RIGHTS OF THE COMPANY. (iA) From Upon any Termination of Employment of the Employee at any time, the Company may, at its option, repurchase from the holders thereof, and after a Repurchase Event, each the Employee will at the request of the Company and its subsidiaries shall have sell to the rightCompany, but not or procure the obligationsale to the Company of, to repurchase all or any portion of the Units held by such Holder Shares specified in the Company Repurchase Notice(s) (including any Units received upon as defined below) at a distribution from any deferred compensation plan or any Units issuable upon exercise of any Options held by such Holderpurchase price per Share determined pursuant to paragraphs (i) and (ii) below: (i) in accordance with this Section 4, in each case, for Fair Market Value, but subject the event that such Termination of Employment is pursuant to Section 4(a)(ii4(b) (by the Company for Cause). The Company or any , at a purchase price per Share equal to the lower of its subsidiaries may exercise the right to purchase such Units until Market Value Per Share, as of the date occurring six months after of such Termination of Employment, and the Original Price Per Share; and (ii) otherwise, at a purchase price per Share equal to the Market Value Per Share, as of the date of such Termination of Employment. (B) The Company's repurchase rights under Section 6.1(a) shall be exercisable at any time and from time to time within the periods specified in clause (iii) below, by written notice from the Company to the Employee specifying the number of Shares to be repurchased (each such notice, a "Company ------- Repurchase Event; Notice"), provided, however, that (i) if a Company Repurchase Notice ---------- ------ is delivered at any time within ninety (90) days following the Termination of Employment of the Employee and prior to the delivery of a Co-Manager Repurchase Notice or Co-Manager Non-Repurchase Notice pursuant to and in accordance with Section 6.2 below, such Company Repurchase Notice shall not specify a number of Shares in excess of 2,960, as such amount may be adjusted from time to time to reflect stock splits, combinations or other similar recapitalizations affecting the Common Stock (such amount of Shares, as so adjusted, being referred to herein as the "Company Priority Shares"), (ii) if a Company Repurchase Notice is ------- -------- ------ delivered at any time after the delivery of a Co-Manager Repurchase Notice or a Co-Manager Non-Repurchase Notice, or after ninety (90) days following the Termination of Employment of the Employee, such Company Repurchase Notice shall not specify a number of Shares in excess of the number of Shares then outstanding, less the number of Shares referred to in the Co-Manager Repurchase ---- Notice, if any, previously delivered pursuant to and in accordance with Section 6.2(b) below, (iii) the Company's repurchase rights under Section 6.1(a) above shall be exercisable with respect to Units acquired by the Company Priority Shares, only for a Holder after period of ninety (90) days from the date of Termination of Employment of the Employee, and with respect to all Shares other than the Company Priority Shares, only for a period of sixty (60) days from the date upon which such Repurchase Event rights first become exercisable in accordance with the preceding clause (whether by exercise of Options, distribution of shares from any deferred compensation plan or otherwiseii), the Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after the acquisition of such Units by such Holder and (such date, the “Repurchase Date”). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares (which closing date shall not be later than the Repurchase Date). (iiiv) Notwithstanding anything contained herein to the contrary, in the event (i) a Holder materially breaches that the terms of this Agreement (including Section 6) or Company determines at any other agreement between time prior to the Holder and any expiration of the Company or its subsidiaries or period of ninety (ii90) a Holder’s relationship with days from the Company or any date of its subsidiaries is terminated by the Company or any Termination of its subsidiaries for Cause, then any Employment of the Company or any of Employee that it does not intend to exercise its subsidiaries shall have the right, but not the obligation, repurchase rights under Section 6.1(a) above with respect to repurchase all or any portion of the Units Company Priority Shares, the Company shall promptly so notify the Co-Managers and the Employee in writing (such notice, the "Company Non-Repurchase Notice"). The closing of the ------- -------------- ------ repurchase of Shares pursuant to each Company Repurchase Notice shall be held by not earlier than five (5) days nor later than thirty (30) days after delivery of such Holder Company Repurchase Notice. The Company's repurchase rights under Section 6.1(a) shall lapse if not exercised within the periods specified in clause (including any Units received upon a distribution from any deferred compensation plan or any Units issuable upon exercise iii) of any Options held by such Holderthis Section 6.1(b) in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Upon delivery by the Company of the repurchase price for the Shares being repurchased under this Section 4 for the lesser of (i6.1(b) Original Cost and (ii) Fair Market Value. The determination date for purposes of determining the Fair Market Value shall be the closing date in accordance with Section 7.2 hereof, all of the purchase Shares being repurchased shall no longer be deemed to be outstanding, all of the applicable UnitsEmployee's rights with respect to such Shares will terminate, with the exception of the right of the Employee to receive the repurchase price in exchange therefor pursuant to this Section 6.1(b), and payments pursuant to Section 6.4, if any, and the Employee (on his own behalf and on behalf of any other holder of Shares) hereby irrevocably appoints the Company as his attorney- in-fact to take all actions necessary and sign all documents required to cancel such Shares on the Company's books and records.

REPURCHASE RIGHTS OF THE COMPANY. (iA) From Upon any Termination of Employment of the Employee at any time, the Company may, at its option, repurchase from the holders thereof, and after a Repurchase Event, each the Employee will at the request of the Company and its subsidiaries shall have sell to the rightCompany, but not or procure the obligationsale to the Company of, to repurchase all or any portion of the Units held by such Holder Shares specified in the Company Repurchase Notice(s) (including any Units received upon as defined below) at a distribution from any deferred compensation plan or any Units issuable upon exercise of any Options held by such Holderpurchase price per Share determined pursuant to paragraphs (i) and (ii) below: (i) in accordance with this Section 4, in each case, for Fair Market Value, but subject the event that such Termination of Employment is pursuant to Section 4(a)(ii4(b) (by the Company for Cause). The Company or any , at a purchase price per Share equal to the lower of its subsidiaries may exercise the right to purchase such Units until Market Value Per Share, as of the date occurring six months after of such Termination of Employment, and the Original Price Per Share; and (ii) otherwise, at a purchase price per Share equal to the Market Value Per Share, as of the date of such Termination of Employment. (B) The Company's repurchase rights under Section 6.1(a) shall be exercisable at any time and from time to time within the periods specified in clause (iii) below, by written notice from the Company to the Employee specifying the number of Shares to be repurchased (each such notice, a "Company ------- Repurchase Event; Notice"), provided, however, that (i) if a Company Repurchase Notice ----------------- is delivered at any time within ninety (90) days following the Termination of Employment of the Employee and prior to the delivery of a Co-Manager Repurchase Notice or Co-Manager Non-Repurchase Notice pursuant to and in accordance with Section 6.2 below, such Company Repurchase Notice shall not specify a number of Shares in excess of 2,048, as such amount may be adjusted from time to time to reflect stock splits, combinations or other similar recapitalizations affecting the Common Stock (such amount of Shares, as so adjusted, being referred to herein as the "Company Priority Shares"), (ii) if a Company Repurchase Notice is ------- -------- ------ delivered at any time after the delivery of a Co-Manager Repurchase Notice or a Co-Manager Non-Repurchase Notice, or after ninety (90) days following the Termination of Employment of the Employee, such Company Repurchase Notice shall not specify a number of Shares in excess of the number of Shares then outstanding, less the number of Shares referred to in the Co-Manager Repurchase ---- Notice, if any, previously delivered pursuant to and in accordance with Section 6.2(b) below, (iii) the Company's repurchase rights under Section 6.1(a) above shall be exercisable with respect to Units acquired by the Company Priority Shares, only for a Holder after period of ninety (90) days from the date of Termination of Employment of the Employee, and with respect to all Shares other than the Company Priority Shares, only for a period of sixty (60) days from the date upon which such Repurchase Event rights first become exercisable in accordance with the preceding clause (whether by exercise of Options, distribution of shares from any deferred compensation plan or otherwiseii), the Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after the acquisition of such Units by such Holder and (such date, the “Repurchase Date”). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares (which closing date shall not be later than the Repurchase Date). (iiiv) Notwithstanding anything contained herein to the contrary, in the event (i) a Holder materially breaches that the terms of this Agreement (including Section 6) or Company determines at any other agreement between time prior to the Holder and any expiration of the Company or its subsidiaries or period of ninety (ii90) a Holder’s relationship with days from the Company or any date of its subsidiaries is terminated by the Company or any Termination of its subsidiaries for Cause, then any Employment of the Company or any of Employee that it does not intend to exercise its subsidiaries shall have the right, but not the obligation, repurchase rights under Section 6.1(a) above with respect to repurchase all or any portion of the Units Company Priority Shares, the Company shall promptly so notify the Co-Managers and the Employee in writing (such notice, the "Company Non-Repurchase Notice"). The closing of the ------- -------------- ------ repurchase of Shares pursuant to each Company Repurchase Notice shall be held by not earlier than five (5) days nor later than thirty (30) days after delivery of such Holder Company Repurchase Notice. The Company's repurchase rights under Section 6.1(a) shall lapse if not exercised within the periods specified in clause (including any Units received upon a distribution from any deferred compensation plan or any Units issuable upon exercise iii) of any Options held by such Holderthis Section 6.1(b) in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Upon delivery by the Company of the repurchase price for the Shares being repurchased under this Section 4 for the lesser of (i6.1(b) Original Cost and (ii) Fair Market Value. The determination date for purposes of determining the Fair Market Value shall be the closing date in accordance with Section 7.2 hereof, all of the purchase Shares being repurchased shall no longer be deemed to be outstanding, all of the applicable UnitsEmployee's rights with respect to such Shares will terminate, with the exception of the right of the Employee to receive the repurchase price in exchange therefor pursuant to this Section 6.1(b), and payments pursuant to Section 6.4, if any, and the Employee (on his own behalf and on behalf of any other holder of Shares) hereby irrevocably appoints the Company as his attorney- in-fact to take all actions necessary and sign all documents required to cancel such Shares on the Company's books and records.

REPURCHASE RIGHTS OF THE COMPANY. (iA) From Upon the later to occur of the death of Xxxxx Xxxxxx and after a the death of the Employee (the "Repurchase Event") the Company may, each at its option, ---------- ----- repurchase from the holders thereof, and the Personal Representative of the Employee will at the request of the Company and its subsidiaries shall have sell to the rightCompany, but not or procure the obligationsale to the Company of, to repurchase all or any portion of the Units held by such Holder Shares specified in the Company Repurchase Notice (including any Units received upon as defined below) at a distribution from any deferred compensation plan or any Units issuable upon exercise purchase price per Share equal to the Market Value Per Share as of any Options held by such Holder) in accordance with this Section 4, in each case, for Fair Market Value, but subject to Section 4(a)(ii). The Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after of the Repurchase Event; . (B) The Company's repurchase rights under Section 6.1(a) shall be exercisable at any time and from time to time within ninety (90) days after the date of the Repurchase Event by written notice from the Company to the Personal Representative of the Employee specifying the number of Shares to be repurchased (such notice, a "Company Repurchase Notice"), provided, however, that in the ------- ---------- ------ event that the Company determines at any time prior to the expiration of the period of ninety (90) days from the date of the Repurchase Event that it does not intend to exercise its repurchase rights under Section 6.1(a) above with respect to Units acquired by a Holder after such Repurchase Event (whether by exercise of Options, distribution of shares from any deferred compensation plan or otherwise), the Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after the acquisition of such Units by such Holder (such date, the “Repurchase Date”). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares (which closing date shall not be later than the Repurchase Date). (ii) Notwithstanding anything contained herein to the contrary, in the event (i) a Holder materially breaches the terms of this Agreement (including Section 6) or any other agreement between the Holder and any of the Company or its subsidiaries or (ii) a Holder’s relationship with the Company or any of its subsidiaries is terminated by the Company or any of its subsidiaries for Cause, then any of the Company or any of its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the Units Shares, the Company shall promptly so notify the Personal Representative of the Employee in writing (such notice, the "Company Non-Repurchase Notice"). The closing of the repurchase of Shares ------- -------------- ------ pursuant to the Company Repurchase Notice shall be held by such Holder not earlier than five (including any Units received upon a distribution from any deferred compensation plan or any Units issuable upon exercise 5) days nor later than thirty (30) days after delivery of any Options held by such Holderthe Company Repurchase Notice. The Company's repurchase rights under Section 6.1(a) shall lapse if not exercised within the 90-day period specified in this Section 6.1(b) in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Upon delivery by the Company of the repurchase price for the Shares being repurchased under this Section 4 for the lesser of (i6.1(b) Original Cost and (ii) Fair Market Value. The determination date for purposes of determining the Fair Market Value shall be the closing date in accordance with Section 7.2 hereof, all of the purchase Shares being repurchased shall no longer be deemed to be outstanding, all of the applicable Unitsrights of the prior holders thereof with respect to such Shares will terminate, with the exception of the right of such holders to receive the repurchase price in exchange therefor pursuant to this Section 6.1(b), and payments pursuant to Section 6.3, if any, and the Employee (on his own behalf and on behalf of his Personal Representative and any other holder of Shares) hereby irrevocably appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on the Company's books and records.