Common use of Restriction on Call Rights and Purchase Clause in Contracts

Restriction on Call Rights and Purchase. a. Notwithstanding Section 4.8 of the Plan, the call rights of the Corporation as set out in Section 4.8 of the Plan generally shall not apply if the Participant is terminated by the Corporation without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement); provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, of the vested RSUs, that become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit “A” hereto) with the date of such determination by the Board being treated under Section 4.8 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender date or settlement date, as applicable, of the RSUs. Notwithstanding Section 4.8 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement), the Corporation may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Upon exercise of the Corporation of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b)). b. In the event that the call right of the Corporation is available pursuant to Section 6(a) and the Corporation exercises such right pursuant to Section 4.8 of the Plan, the Special Purchaser shall purchase from the Participant all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 of the Plan as provided in Section 4.8 of the Plan, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the Corporation. The Corporation agrees to the acquisition of such subsidiary by the Corporation from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the Corporation. The purchase price for the Shares shall be paid by the Corporation within ten (10) business days after completion of the winding-up of such subsidiary into the Corporation, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. Notwithstanding Section 4.8 of the Plan, the call rights of the Corporation as set out in Section 4.8 of the Plan generally shall not apply if the Participant is terminated by the Corporation without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement); provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, of the vested RSUs, that become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit “A” hereto) with the date of such determination by the Board being treated under Section 4.8 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender date or settlement date, as applicable, of the RSUs. Notwithstanding Section 4.8 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement), the Corporation may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Upon exercise of the Corporation of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b)). b. In the event that the call right of the Corporation is available pursuant to Section 6(a) and the Corporation exercises such right pursuant to Section 4.8 of the Plan, the Special Purchaser shall purchase from the Participant all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 of the Plan as provided in Section 4.8 of the Plan, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the Corporation. The Corporation agrees to the acquisition of such subsidiary by the Corporation from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the Corporation. The purchase price for the Shares shall be paid by the Corporation within ten (10) business days after completion of the winding-up of such subsidiary into the Corporation, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.112635107 ​

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit Schedule “A” hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “November 30, 2015.” In the event the Participant voluntarily terminates employment between December 1, 2017 and November 30, 2018 and if Xxxxxx Xxxxxxxx ceased to be employed by the Company for any reason within six (6) months prior to such termination, the provisions of Section 5.9.3 of the Plan shall apply as if the termination was prior to December 1, 2017. Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b17(b)). b. (b) In the event that (i) the Gap Tax Shares are purchased by the Special Purchaser, or (ii) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (iii) the call right of the Corporation Company is available pursuant to Section 6(a17(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, or (iv) Shares are to be purchased pursuant to Section 15(d), the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Gap Tax Option, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, or all of the Shares to be purchased as provided in Section 4.8 15(d), as the case may be, on the date set out for such purchase in Section 16, or as provided in Section 3(b), or as provided in Section 5.9.3 of the Plan, or as provided in Section 15(d), as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit Schedule “A” hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “October 31, 2007.” In the event the Participant voluntarily terminates employment between November 1, 2009 and October 31, 2010 and if Xxxxxx Xxxxxxxx ceased to be employed by the Company for any reason within six (6) months prior to such termination, the provisions of Section 5.9.3 of the Plan shall apply as if the termination was prior to November 1, 2009. Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b17(b)). b. (b) In the event that (i) the Gap Tax Shares are purchased by the Special Purchaser, or (ii) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (iii) the call right of the Corporation Company is available pursuant to Section 6(a17(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, or (iv) Shares are to be purchased pursuant to Section 15(d), the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Gap Tax Option, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, or all of the Shares to be purchased as provided in Section 4.8 15(d), as the case may be, on the date set out for such purchase in Section 16, or as provided in Section 3(b), or as provided in Section 5.9.3 of the Plan, or as provided in Section 15(d), as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit “A” Schedule B hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “September 17, 2013.” In the event the Participant voluntarily terminates employment between September 18, 2015 and September 17, 2016, and if Dxxxxx Xxxxxxxx ceased to be employed by the Company for any reason within six (6) months prior to such termination, the provisions of Section 5.9.3 of the Plan shall apply as if the termination was prior to September 18, 2015. Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b17(b)). b. (b) In the event that (i) the Gap Tax Shares are purchased by the Special Purchaser, or (ii) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (iii) the call right of the Corporation Company is available pursuant to Section 6(a17(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, or (iv) Shares are to be purchased pursuant to Section 15(d), the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Gap Tax Option, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, or all of the Shares to be purchased as provided in Section 4.8 15(d), as the case may be, on the date set out for such purchase in Section 16, or as provided in Section 3(b), or as provided in Section 5.9.3 of the Plan, or as provided in Section 15(d), as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit Schedule “A” hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “October 31, 2012.” Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b17(b)). b. (b) In the event that (i) the Gap Tax Shares are purchased by the Special Purchaser, or (ii) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (iii) the call right of the Corporation Company is available pursuant to Section 6(a17(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, or (iv) Shares are to be purchased pursuant to Section 15(d), the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Gap Tax Option, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, or all of the Shares to be purchased as provided in Section 4.8 15(d), as the case may be, on the date set out for such purchase in Section 16, or as provided in Section 3(b), or as provided in Section 5.9.3 of the Plan, or as provided in Section 15(d), as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit Schedule “A” hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. In the event the Participant voluntarily terminates employment between December 10, 2021 and December 10, 2022 and if Xxxxxx Xxxxxxxx ceased to be employed by the Company for any reason within six (6) ​ months prior to such termination, the provisions of Section 5.9.3 of the Plan shall apply as if the termination was prior to December 10, 2021. Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b17(b)). b. (b) In the event that (i) the Gap Tax Shares are purchased by the Special Purchaser, or (ii) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (iii) the call right of the Corporation Company is available pursuant to Section 6(a17(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, or (iv) Shares are to be purchased pursuant to Section 15(d), the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Gap Tax Option, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, or all of the Shares to be purchased as provided in Section 4.8 15(d), as the case may be, on the date set out for such purchase in Section 16, or as provided in Section 3(b), or as provided in Section 5.9.3 of the Plan, or as provided in Section 15(d), as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. Notwithstanding (a) Section 4.8 of the Plan, the call rights of the Corporation as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, vesting of the portion of the Award which has vested RSUs, that become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit Schedule “A” hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “January 1, 2018.” Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b10(b)). b. (b) In the event that (i) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, or (ii) the call right of the Corporation Company is available pursuant to Section 6(a10(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, the Special Purchaser shall purchase from the Participant all Shares which cannot be delivered pursuant to Section 2(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, as the case may be, on the date set out for such purchase in Section 11, or as provided in Section 4.8 2(b), or as provided in Section 5.9.3 of the Plan, as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. This Section 6 10 (and Section 4.8 5.9.3 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit Schedule “A” hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “October 31, 2017.” Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b17(b)). b. (b) In the event that (i) the Gap Tax Shares are purchased by the Special Purchaser, or (ii) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (iii) the call right of the Corporation Company is available pursuant to Section 6(a17(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, or (iv) Shares are to be purchased pursuant to Section 15(d), the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Gap Tax Option, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, or all of the Shares to be purchased as provided in Section 4.8 15(d), as the case may be, on the date set out for such purchase in Section 16, or as provided in Section 3(b), or as provided in Section 5.9.3 of the Plan, or as provided in Section 15(d), as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. . (c) This Section 6 17 (and Section 4.8 5.9.3 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit “A” Schedule B hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “September 17, 2013.” In the event the Participant voluntarily terminates employment between September 18, 2015 and September 17, 2016, and if Xxxxxx Xxxxxxxx ceased to be employed by the Company for any reason within six (6) months prior to such termination, the provisions of Section 5.9.3 of the Plan shall apply as if the termination was prior to September 18, 2015. Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b17(b)). b. (b) In the event that (i) the Gap Tax Shares are purchased by the Special Purchaser, or (ii) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (iii) the call right of the Corporation Company is available pursuant to Section 6(a17(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, or (iv) Shares are to be purchased pursuant to Section 15(d), the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Gap Tax Option, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, or all of the Shares to be purchased as provided in Section 4.8 15(d), as the case may be, on the date set out for such purchase in Section 16, or as provided in Section 3(b), or as provided in Section 5.9.3 of the Plan, or as provided in Section 15(d), as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit “A” Schedule B hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “September 17, 2008.” In the event the Participant voluntarily terminates employment between September 18, 2010 and September 17, 2011, and if Xxxxxx Xxxxxxxx ceased to be employed by the Company for any reason within six (6) months prior to such termination, the provisions of Section 5.9.3 of the Plan shall apply as if the termination was prior to September 18, 2010. Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b17(b)). b. (b) In the event that (i) the Gap Tax Shares are purchased by the Special Purchaser, or (ii) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (iii) the call right of the Corporation Company is available pursuant to Section 6(a17(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, or (iv) Shares are to be purchased pursuant to Section 15(d), the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Gap Tax Option, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, or all of the Shares to be purchased as provided in Section 4.8 15(d), as the case may be, on the date set out for such purchase in Section 16, or as provided in Section 3(b), or as provided in Section 5.9.3 of the Plan, or as provided in Section 15(d), as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit Schedule “A” hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “April 25, 2017.” In the event the Participant voluntarily terminates employment between April 26, 2019 and April 25, 2020 and if Dxxxxx Xxxxxxxx ceased to be employed by the Company for any reason within six (6) months prior to such termination, the provisions of Section 5.9.3 of the Plan shall apply as if the termination was prior to April 26, 2019. Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b17(b)). b. (b) In the event that (i) the Gap Tax Shares are purchased by the Special Purchaser, or (ii) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (iii) the call right of the Corporation Company is available pursuant to Section 6(a17(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, or (iv) Shares are to be purchased pursuant to Section 15(d), the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Gap Tax Option, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, or all of the Shares to be purchased as provided in Section 4.8 15(d), as the case may be, on the date set out for such purchase in Section 16, or as provided in Section 3(b), or as provided in Section 5.9.3 of the Plan, or as provided in Section 15(d), as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit Schedule “A” hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “October 31, 2007.” Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b17(b)). b. (b) In the event that (i) the Gap Tax Shares are purchased by the Special Purchaser, or (ii) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (iii) the call right of the Corporation Company is available pursuant to Section 6(a17(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, or (iv) Shares are to be purchased pursuant to Section 15(d), the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Gap Tax Option, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, or all of the Shares to be purchased as provided in Section 4.8 15(d), as the case may be, on the date set out for such purchase in Section 16, or as provided in Section 3(b), or as provided in Section 5.9.3 of the Plan, or as provided in Section 15(d), as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit Schedule “A” hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “October 31, 2012.” In the event the Participant voluntarily terminates employment between November 1, 2014 and October 31, 2015 and if Xxxxxx Xxxxxxxx ceased to be employed by the Company for any reason within six (6) months prior to such termination, the provisions of Section 5.9.3 of the Plan shall apply as if the termination was prior to November 1, 2014. Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b15(b)). b. (b) In the event that (i) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (ii) the call right of the Corporation Company is available pursuant to Section 6(a15(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Award, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, as the case may be, on the date set out for such purchase as provided in Section 4.8 3(b), or as provided in Section 5.9.3 of the Plan, as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. This Section 6 (and Section 4.8 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.

Restriction on Call Rights and Purchase. a. (a) Notwithstanding Section 4.8 5.9.3 of the Plan, the call rights of the Corporation Company as set out in Section 4.8 5.9.3 of the Plan generally shall not apply if the Participant is terminated by the Corporation Company without Cause or the Participant’s Employment is terminated by the Participant for Good Reason (as defined in the Participant’s Employment Agreement)Reason; provided, that (a) such call rights shall fully apply to Shares that have become issuable upon the exercise/surrender or settlement, as applicable, exercise of the portion of the Award which has vested RSUs, that and become exercisable solely as a consequence of such termination of employment (on the terms specified in Section 4.8 5.9.3 of the Plan) and (b) such call rights may be exercised in respect of any Shares held by the Participant during the six-month and one day period commencing on the later of: (i) the date the Board, acting in good faith, becomes aware that the Participant has become employed by, or is otherwise providing services to, a Competitor (as defined in Exhibit Schedule “A” hereto) with the date of such determination by the Board being treated under Section 4.8 5.9.3 of the Plan as if it was the date of termination of employment (in such case, the call right may be exercised at the Fair Market Value of the Shares on the date of exercise) or (ii) the exercise/surrender exercise date or settlement date, as applicable, of the RSUsAward. Notwithstanding Section 4.8 5.9.3 of the Plan, in the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason (as defined in the Participant’s Employment Agreement)Reason, the Corporation Company may not satisfy the purchase price under the call rights by issuing a promissory note to Participant. Notwithstanding anything to the contrary in the Plan, any reference to “Grant Date” in Section 5.9.3 of the Plan shall be deemed to refer to “January 1, 2018.” Upon exercise of the Corporation Company of its call right, such call right shall immediately be deemed to have been assigned to, and exercised by, the Special Purchaser (as described in Section 6(b17(b)). b. (b) In the event that (i) the Gap Tax Shares are purchased by the Special Purchaser, or (ii) the Committee delivers to the Participant a notice that the Company is subject to an Applicable Restriction, but the Company gives the Participant written confirmation that the purchase by the Special Purchaser of the Shares represented by the Tandem SAR is permitted, and does not create a default under its or the Company’s credit agreement (or other debt agreements), or (iii) the call right of the Corporation Company is available pursuant to Section 6(a17(a) and the Corporation Company exercises such right pursuant to Section 4.8 5.9.3 of the Plan, or (iv) Shares are to be purchased pursuant to Section 15(d), the Special Purchaser shall purchase from the Participant all Shares issuable upon exercise of the Gap Tax Option, or all of the Shares represented by that portion of the Tandem SAR which cannot be exercised pursuant to Section 3(b), or all Shares in respect of which such call rights have been exercised pursuant to Section 4.8 5.9.3 of the Plan Plan, or all of the Shares to be purchased as provided in Section 4.8 15(d), as the case may be, on the date set out for such purchase in Section 16, or as provided in Section 3(b), or as provided in Section 5.9.3 of the Plan, or as provided in Section 15(d), as the case may be, and for the purchase price therein provided. On such date, the Shares shall be purchased by the Special Purchaser, and shall thereafter be transferred, along with the obligation of the Special Purchaser to pay for the Shares, to a subsidiary of the Special Purchaser, which shall be wound up into the CorporationCompany. The Corporation Company agrees to the acquisition of such subsidiary by the Corporation Company from the Special Purchaser for nominal consideration and to the winding up of such subsidiary into the CorporationCompany. The purchase price for the Shares shall be paid by the Corporation Company within ten (10) business days after completion of the winding-up of such subsidiary into the CorporationCompany, which shall occur promptly after exercising the call right. . (c) This Section 6 17 (and Section 4.8 5.9.3 of the Plan) shall cease to apply upon the occurrence of a Roll Up Transaction.