Common use of Securities Investment Clause in Contracts

Securities Investment. Pursuant to an Executive Securities Purchase Agreement to be dated as of December 15, 1994 (the "Closing Date"), between the Executive and the Employers, the Executive purchased from SFAC a combination of 11% Senior Subordinated Discount Debentures of SFAC due 2006 (the "Subordinated Debentures") and common stock, par value $0.01 per share, of SFAC (the "Common Stock") for an aggregate purchase price of $10,000. The Subordinated Debentures and Common Stock purchased pursuant to this Section 3.5.2 (the "Initial Securities") shall be considered vested securities ("Vested Securities") as follows: (i) 25% of the Initial Securities shall become Vested Securities on the Closing Date, (ii) an additional 25% of such Initial Securities shall become Vested Securities on the 181st day following the Closing Date, (iii) an additional 25% of the Initial Securities shall become Vested Securities on the first anniversary of the Closing Date, and (iv) the remaining 25% of such Initial Securities shall become Vested Securities on the 181st day following the first anniversary of the Closing Date; each such 25% block of Initial Securities to be comprised of 25% of the Subordinated Debentures sold to the Executive under this Section 3.5.2 and 25% of the shares of Common Stock sold to the Executive under this Section 3.5.2. Vested Securities shall be transferable by the Executive, subject only to restrictions ("Transfer Restrictions") on the transfer of Initial Securities set forth in (i) the Stockholders Agreement, dated as of August 16, 1993, among SFAC and its principal stockholders, as amended (the "Principal Stockholders Agreement"), (ii) the Stockholders Agreement, dated as of August 16, 1993, among SFAC and all of its stockholders, as amended (the "Investors Stockholders Agreement"), and (iii) the Securities Purchase Agreement, dated as of August 16, 1993, among SFAC, its principal Stockholders and all holders of the Subordinated Debentures, as amended (the "Securities Purchase Agreement"); provided, that any Vested Securities transferred pursuant to an exemption from Transfer Restrictions for transfer to Affiliates provided for in Section 2.1(a)(ii) of the Principal Stockholders Agreement or Section 6.4(a) of the Securities Purchase Agreement shall remain subject to the Employers' repurchase rights, and shall be benefited by the Executive's (or his Beneficiary's) right to require repurchase, under Article 4 hereof. Initial Securities not yet vested shall not be transferable; except, that the Executive may transfer such Initial Securities (i) in connection with the Executive's exercise of rights as an Other Stockholder (as defined in the Principal Stockholders Agreement) under Section 2.1(b) of the Principal Stockholders Agreement or as an Other Holder (as defined in the Securities Purchase Agreement) under Section 6.4(a) of the Securities Purchase Agreement, so long as the Executive has previously transferred all of his Vested Securities as a "Transferor" or an "Other Stockholder" under Section 2.1(b) of the "Principal Stockholders" Agreement, as a "Transferor" or "Other Holder" under Section 6.4(a) of the Securities Purchase Agreement or in a registered public offering; or (ii) to the Executive's spouse or children or a trust established for their benefit (so long as such trust is controlled by the Executive or his estate), which Initial Securities, notwithstanding such transfer to the Executive's spouse or children or to such trust, shall remain subject to the Employers' repurchase rights, and shall be benefited by the Executive's (or his Beneficiary's) right to require repurchase, under Article 4 hereof; (iii) in a registered public offering in which the Executive has a right to participate pursuant to Article 1 of Exhibit A to the Principal Stockholders Agreement, so long as the Executive is not an "Initiating Holder" (as defined herein); provided, that this clause (iii) shall apply only if the Executive has previously transferred all Vested Securities in the manner described in clause (i) above or will transfer all of such Vested Securities in connection with such public offering; or (iv) in order to comply with the requirements of Section 2.2 of the Principal Stockholders Agreement.

Securities Investment. Pursuant to an Executive Securities Purchase Agreement to be dated as of December 15, 1994 (the "Closing Date"), between the Executive and the Employers, the Executive purchased from SFAC a combination of 11% Senior Subordinated Discount Debentures of SFAC due 2006 (the "Subordinated Debentures") and common stock, par value $0.01 per share, of SFAC (the "Common Stock") for an aggregate purchase price of $10,000. The Subordinated Debentures and Common Stock purchased pursuant to this Section 3.5.2 (the "Initial Securities") shall be considered vested securities ("Vested Securities") as follows: (i) 25% of the Initial Securities shall become Vested Securities on the Closing Date, (ii) an additional 25% of such Initial Securities shall become Vested Securities on the 181st day following the Closing Date, (iii) an additional 25% of the Initial Securities shall become Vested Securities on the first anniversary of the Closing Date, and (iv) the remaining 25% of such Initial Securities shall become Vested Securities on the 181st day following the first anniversary of the Closing Date; each such 25% block of Initial Securities to be comprised of 25% of the Subordinated Debentures sold to the Executive under this Section 3.5.2 and 25% of the shares of Common Stock sold to the Executive under this Section 3.5.2. Vested Securities shall be transferable by the Executive, subject only to restrictions ("Transfer Restrictions") on the transfer of Initial Securities set forth in (i) the Stockholders Agreement, dated as of August 16, 1993, among SFAC and its principal stockholders, as amended (the "Principal Stockholders Agreement"), (ii) the Stockholders Agreement, dated as of August 16, 1993, among SFAC and all of its stockholders, as amended (the "Investors Stockholders Agreement"), and (iii) the Securities Purchase Agreement, dated as of August 16, 1993, among SFAC, its principal Stockholders and all holders of the Subordinated Debentures, as amended (the "Securities Purchase Agreement"); provided, that any Vested Securities transferred pursuant to an exemption from Transfer Restrictions for transfer to Affiliates provided for in Section 2.1(a)(ii) of the Principal Stockholders Agreement or Section 6.4(a) of the Securities Purchase Agreement shall remain subject to the Employers' repurchase rights, and shall be benefited by the Executive's (or his Beneficiary's) right to require repurchase, under Article 4 hereof. Initial Securities not yet vested shall not be transferable; except, that the Executive may transfer such Initial Securities (i) in connection with the Executive's exercise of rights as an Other Stockholder (as defined in the Principal Stockholders Agreement) under Section 2.1(b) of the Principal Stockholders Agreement or as an Other Holder (as defined in the Securities Purchase Agreement) under Section 6.4(a) of the Securities Purchase Agreement, so long as the Executive has previously transferred all of his Vested Securities as a "Transferor" or an "Other Stockholder" under Section 2.1(b) of the "Principal Stockholders" Agreement, as a "Transferor" or "Other Holder" under Section 6.4(a) of the Securities Purchase Agreement or in a registered public offering; or (ii) to the Executive's spouse or children or a trust established for their benefit (so long as such trust is controlled by the Executive or his estate), which Initial Securities, notwithstanding such transfer to the Executive's spouse or children or to such trust, shall remain subject to the Employers' repurchase rights, and shall be benefited by the Executive's (or his Beneficiary's) right to require repurchase, under Article 4 hereof; (iii) in a registered public offering in which the Executive has a right to participate pursuant to Article 1 of Exhibit A to the Principal Stockholders Agreement, so long as the Executive is not an "Initiating Holder" (as defined herein); provided, that this clause (iii) shall apply only if the Executive has previously transferred all Vested Securities in the manner described in clause (i) above or will transfer all of such Vested Securities in connection with such public offering; or (iv) in order to comply with the requirements of Section 2.2 of the Principal Stockholders Agreement.