Common use of Stock Loan Clause in Contracts

Stock Loan. (i) In order to help the Employee pay any required income taxes with respect to the stock granted to the Employee pursuant to the provisions of Section 4.1 hereof, at any time after the IPO has been consummated, the Employer, upon thirty (30) days written notice from the Employee, shall provide to the Employee a loan (the "Loan") in an amount equal to such income taxes, to be interest only for a period of five (5) years, to require yearly payments of simple interest at the same interest rate as the Holding Company incurs to borrow funds from its institutional lenders, to be collateralized only by the stock granted and the Employee otherwise will not be personally obligated to repay the Loan; provided that upon the termination of this Agreement pursuant to the provisions of Section 2(i) or (ii), the loan shall be fully paid off within three (3) months of the Termination Date and upon the termination of this Agreement to Sections 2 (iii), (iv) or (v), hereof, the Loan shall be fully paid off within one (1) year after the Termination Date. (ii) To the extent that the Employee has not repaid the entire principal balance of the Loan plus any accrued interest thereon before January 1, 2001, the Employee agrees to sell, as promptly as practicable, a sufficient number of shares of Common Stock to enable the Employee to repay the then remaining outstanding balance (unpaid principal balance and unpaid accrued interest from time to time, the ("Unpaid Balance of the Loan")) of the Loan after any taxes have been provided for (the "Required Number of Shares"), subject to the following conditions and requirements: (A) Such sales shall be made in a manner which shall reasonably not disrupt the orderly trading of Common Stock, either through open market or privately negotiated transactions as long as no sales shall be made at a price lower that 1/16 below the last sales price of Common Stock publicly traded immediately prior to such sale even if such prohibition shall cause a delay in Employee's compliance with his obligation to sell Common Stock as provided hereinabove; (B) If after January 1, 2001 the Holding Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders or both, the Holding Company may, upon 30 days prior written notice to the Employee, require the Employee to include the Required Number of Shares in such offering and to sell such shares as part of such offering. In such event, all of the costs of registering the Required Number of Shares, including but not limited to, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Holding Company; fees of the National Association of Securities Dealers, Inc., state Blue Sky fees and expenses, transfer taxes, fees of transfer agents and registrars and costs of insurance; and all underwriting discounts and selling commissions applicable to the sale of shares other than the Required Number of Shares, shall be paid by the Holding Company. Notwithstanding the above, the Employee shall pay all underwriting discounts and selling commissions directly payable with respect to the registration of the Required Number of Shares; or (C) If, as of June 1, 2001, Employee has not yet disposed of the Required Number of Shares, the Holding Company will repurchase from the Employee the Required Number of Shares at a per share price equal to 1/16 lower than the average of the closing sales price for the Common Stock as reported on the national stock exchange on which the Holding Company's stock trades for a ten (10) day period prior to the date of such sale to the Holding Company, provided, however, that such repurchase shall only be required if it can be effected in a manner that complies with all applicable securities laws. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to sell any of the Required Number of Shares unless the net proceeds paid to the Employee as a result of such shares equals or exceeds 150% of the IPO Price per share. Nothing in this Section 4.2(ii) shall be construed to require the Employee to sell common stock except in compliance with all applicable securities laws. Any delay imposed due to compliance with requirements of applicable securities laws shall suspend the Employee's obligation to sell Common Stock as otherwise provided hereinabove. Lastly, notwithstanding anything to the contrary contained in this Section 4.2(ii), the Employee shall have the right but not the obligation, at any time and from time to time, to repay the Unpaid Balance of the Loan from his personal resources.

Stock Loan. (i) In order to help the Employee pay any required income taxes with respect to the stock granted to the Employee pursuant to the provisions of Section 4.1 hereof, at any time after the IPO Employer has been consummated, the Employer, upon thirty (30) days written notice from the Employee, shall provide provided to the Employee a loan (the "Loan") in an amount equal to such income taxes, to be ). The Loan provides for payment of interest only for a period of five (5) yearsuntil June 30, to require 2005, requires yearly payments of simple interest at the same interest rate as the Holding Company Employer incurs to borrow funds from its institutional lenders, to be is collateralized only by the stock granted and the Employee otherwise will is not be personally obligated to repay the Loan; provided that upon the termination of this Agreement pursuant to the provisions of Section 2(i) or (ii), the loan Loan shall be fully paid off within three (3) months of the Termination Date and Date; upon the termination of this Agreement pursuant to Sections 2 (iii), Section (iv) or (v), hereof, the Loan shall be fully paid off within one (1) year after the Termination DateDate and upon a Change of Control, the Loan shall be forgiven as hereinabove provided. (ii) To the extent that the Employee has not repaid the entire principal balance of the Loan plus any accrued interest thereon before January 1June 30, 20012005, the Employee agrees to sell, as promptly as practicable, a sufficient number of shares of Common Stock to enable the Employee to repay the then remaining outstanding balance (unpaid principal balance and unpaid accrued interest from time to time, the ("Unpaid Balance of the Loan")) of the Loan after any taxes have been provided for (the "Required Number of Shares"), subject to the following conditions and requirements: (A) Such sales shall be made in a manner which shall reasonably not disrupt the orderly trading of Common Stock, either through open market or privately negotiated transactions as long as no sales shall be made at a price lower that 1/16 below the last sales price of Common Stock publicly traded immediately prior to such sale even if such prohibition shall cause a delay in Employee's compliance with his obligation to sell Common Stock as provided hereinabove; (B) If after January 1June 30, 2001 2005 the Holding Company Employer proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders or both, the Holding Company Employer may, upon 30 days prior written notice to the Employee, require the Employee to include the Required Number of Shares in such offering and to sell such shares as part of such offering. In such event, all of the costs of registering the Required Number of Shares, including but not limited to, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Holding CompanyEmployer; fees of the National Association of Securities Dealers, Inc., state Blue Sky fees and expenses, transfer taxes, fees of transfer agents and registrars and costs of insurance; and all underwriting discounts and selling commissions applicable to the sale of shares other than the Required Number of Shares, shall be paid by the Holding CompanyEmployer. Notwithstanding the above, the Employee shall pay all underwriting discounts and selling commissions directly payable with respect to the registration of the Required Number of Shares; or (C) If, as of June 1December 31, 20012005, Employee has not yet disposed of the Required Number of Shares, the Holding Company Employer will repurchase from the Employee the Required Number of Shares at a per share price equal to 1/16 lower than the average of the closing sales price for the Common Stock as reported on the national stock exchange on which the Holding CompanyEmployer's stock trades for a ten (10) day period prior to the date of such sale to the Holding CompanyEmployer, provided, however, that such repurchase shall only be required if it can be effected in a manner that complies with all applicable securities laws. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to sell any of the Required Number of Shares unless the net proceeds paid to the Employee as a result of such shares equals or exceeds 150% of the IPO Price per share. Nothing in this Section 4.2(ii) shall be construed to require the Employee to sell common stock except in compliance with all applicable securities laws. Any delay imposed due to compliance with requirements of applicable securities laws shall suspend the Employee's obligation to sell Common Stock as otherwise provided hereinabove. Lastly, notwithstanding anything to the contrary contained in this Section 4.2(ii), the Employee shall have the right but not the obligation, at any time and from time to time, to repay the Unpaid Balance of the Loan from his personal resources.

Stock Loan. (i) In order to help the Employee Employer pay any required income taxes with respect to the stock granted to the Employee pursuant to the provisions of Section 4.1 hereof, at any time after the IPO Employer has been consummated, the Employer, upon thirty (30) days written notice from the Employee, shall provide to the Employee provided a loan (the "Loan") in an amount equal to such income taxes, to be interest only for a period of five (5) yearsuntil June 30, 2005, to require yearly payments of simple interest at the same interest rate as the Holding Company Employer incurs to borrow funds from its institutional lenders, to be collateralized only by the stock granted and the Employee otherwise will not be personally obligated to repay the Loan; provided that upon the termination of this Agreement pursuant to the provisions of Section 2(i) or (ii), the loan Loan shall be fully paid off within three (3) months of the Termination Date and upon the termination of this Agreement pursuant to Sections Section 2 (iii), ) or (iv) or (v), hereof, the Loan shall be fully paid off within one (1) year after the Termination DateDate and upon a Change in Control, the Loan shall be forgiven as hereinabove provided. (ii) To the extent that the Employee has not repaid the entire principal balance of the Loan plus any accrued interest thereon before January 1June 30, 20012005, the Employee agrees to sell, as promptly as practicable, a sufficient number of shares of Common Stock to enable the Employee to repay the then remaining outstanding balance (unpaid principal balance and unpaid accrued interest from time to time, the ("Unpaid Balance of the Loan")) of the Loan after any taxes have been provided for (the "Required Number of Shares"), subject to the following conditions and requirements: (A) Such sales shall be made in a manner which shall reasonably not disrupt the orderly trading of Common Stock, either through open market or privately negotiated transactions as long as no sales shall be made at a price lower that 1/16 below below, the last sales price of Common Stock publicly traded immediately prior to such sale even if such prohibition shall cause cause, a delay in Employee's compliance with his obligation to sell Common Stock as provided hereinabove; (B) If after January 1June 30, 2001 2005 the Holding Company Employer proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders or both, the Holding Company Employer may, upon 30 days prior written notice to the Employee, require the Employee to include the Required Number of Shares in such offering and to sell such shares shares, as part of such offering. In such event, all of the costs of registering the Required Number of Shares, including but not limited to, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Holding CompanyEmployer; fees of the National Association of Securities Dealers, Inc., state Blue Sky fees and expenses, transfer taxes, fees of transfer agents and registrars and costs of insurance; and all underwriting discounts and selling commissions applicable to the sale of shares other than the Required Number of Shares, shall be paid by the Holding CompanyEmployer. Notwithstanding the above, the Employee shall pay all underwriting discounts and selling commissions directly payable with respect to the registration of the Required Number of Shares; or (C) If, as of June 1December 31, 20012005, Employee has not yet disposed of the Required Number of Shares, the Holding Company Employer will repurchase from the Employee the Required Number of Shares at a per share price equal to 1/16 lower than the average of the closing sales price for the Common Stock as reported on the national stock exchange on which the Holding CompanyEmployer's stock trades for a ten (10) day period prior to the date of such sale to the Holding CompanyEmployer, provided, however, that such repurchase shall only be required if it can be effected in a manner that complies with all applicable securities laws. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to sell any of the Required Number of Shares unless the net proceeds paid to the Employee as a result of such shares equals or exceeds 150% of the IPO Price per share. Nothing in this Section 4.2(ii) shall be construed to require the Employee to sell common stock except in compliance with all applicable securities laws. Any delay imposed due to compliance with requirements of applicable securities laws shall suspend the Employee's obligation to sell Common Stock as otherwise provided hereinabove. Lastly, notwithstanding anything to the contrary contained in this Section 4.2(ii), the Employee shall have the right but not the obligation, at any time and from time to time, to repay the Unpaid Balance of the Loan from his personal resources.

Stock Loan. (i) In order to help the Employee pay any required income taxes with respect to the stock granted to the Employee pursuant to the provisions of Section 4.1 hereof, at any time after the IPO has been consummated, the Employer, upon thirty (30) days written notice from the Employee, shall provide to the Employee a loan (the "Loan") in an amount equal to such income taxes, to be interest only for a period of five (5) years, to require yearly payments of simple interest at the same interest rate as the Holding Company incurs to borrow funds from its institutional lenders, to be collateralized only by the stock granted and the Employee otherwise will not be personally obligated to repay the Loan; provided that upon the termination of this Agreement pursuant to the provisions of Section 2(i) or (ii), the loan shall be fully paid off within three (3) months of the Termination Date and upon the termination of this Agreement pursuant to Sections Section 2 (iii), ) or (iv) or (v), hereof, the Loan shall be fully paid off within one (1) year after the Termination Date. (ii) To the extent that the Employee has not repaid the entire principal balance of the Loan plus any accrued interest thereon before January 1, 2001, the Employee agrees to sell, as promptly as practicable, a sufficient number of shares of Common Stock to enable the Employee to repay the then remaining outstanding balance (unpaid principal balance and unpaid accrued interest from time to time, the ("Unpaid Balance of the Loan")) of the Loan after any taxes have been provided for (the "Required Number of Shares"), subject to the following conditions and requirements: (A) Such sales shall be made in a manner which shall reasonably not disrupt the orderly trading of Common Stock, either through open market or privately negotiated transactions as long as no sales shall be made at a price lower that 1/16 below the last sales price of Common Stock publicly traded immediately prior to such sale even if such prohibition shall cause a delay in Employee's compliance with his obligation to sell Common Stock as provided hereinabove; (B) If after January 1, 2001 the Holding Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders or both, the Holding Company may, upon 30 days prior written notice to the Employee, require the Employee to include the Required Number of Shares in such offering and to sell such shares as part of such offering. In such event, all of the costs of registering the Required Number of Shares, including but not limited to, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Holding Company; fees of the National Association of Securities Dealers, Inc., state Blue Sky fees and expenses, transfer taxes, fees of transfer agents and registrars and costs of insurance; and all underwriting discounts and selling commissions applicable to the sale of shares other than the Required Number of Shares, shall be paid by the Holding Company. Notwithstanding the above, the Employee shall pay all underwriting discounts and selling commissions directly payable with respect to the registration of the Required Number of Shares; or (C) If, as of June 1, 2001, Employee has not yet disposed of the Required Number of Shares, the Holding Company will repurchase from the Employee the Required Number of Shares at a per share price equal to 1/16 lower than the average of the closing sales price for the Common Stock as reported on the national stock exchange on which the Holding Company's stock trades for a ten (10) day period prior to the date of such sale to the Holding Company, provided, however, that such repurchase shall only be required if it can be effected in a manner that complies with all applicable securities laws. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to sell any of the Required Number of Shares unless the net proceeds paid to the Employee as a result of such shares equals or exceeds 150% of the IPO Price per share. Nothing in this Section 4.2(ii) shall be construed to require the Employee to sell common stock except in compliance with all applicable securities laws. Any delay imposed due to compliance with requirements of applicable securities laws shall suspend the Employee's obligation to sell Common Stock as otherwise provided hereinabove. Lastly, notwithstanding anything to the contrary contained in this Section 4.2(ii), the Employee shall have the right but not the obligation, at any time and from time to time, to repay the Unpaid Balance of the Loan from his personal resources.

Stock Loan. (i) In order to help the Employee pay any required income taxes with respect to the stock granted to the Employee pursuant to the provisions of Section 4.1 hereof, at any time after the IPO hereof Employer has been consummated, the Employer, upon thirty (30) days written notice from the Employee, shall provide provided to the Employee a loan (the "Loan") in an amount equal to such income taxes, to be ). The Loan provides for payment of interest only for a period of five (5) yearsuntil June 30, to require 2005, requires yearly payments of simple interest at the same interest rate as the Holding Company Employer incurs to borrow funds from its institutional lenders, to be is collateralized only by the stock granted and the Employee otherwise will is not be personally obligated to repay the Loan; provided that upon the termination of this Agreement pursuant to the provisions of Section 2(i) or (ii), the loan Loan shall be fully paid off within three (3) months of the Termination Date and Date; upon the termination of this Agreement pursuant to Sections 2 (iii), Section (iv) or (v), hereof, the Loan shall be fully paid off within one (1) year after the Termination DateDate and upon a Change of Control, the Loan shall be forgiven as hereinabove provided. (ii) To the extent that the Employee has not repaid the entire principal balance of the Loan plus any accrued interest thereon before January 1June 30, 20012005, the Employee agrees to sell, as promptly as practicable, a sufficient number of shares of Common Stock to enable the Employee to repay the then remaining outstanding balance (unpaid principal balance and unpaid accrued interest from time to time, the ("Unpaid Balance of the Loan")) of the Loan after any taxes have been provided for (the "Required Number of Shares"), subject to the following conditions and requirements: (A) Such sales shall be made in a manner which shall reasonably not disrupt the orderly trading of Common Stock, either through open market or privately negotiated transactions as long as no sales shall be made at a price lower that 1/16 below the last sales price of Common Stock publicly traded immediately prior to such sale even if such prohibition shall cause a delay in Employee's compliance with his obligation to sell Common Stock as provided hereinabove; (B) If after January 1June 30, 2001 2005 the Holding Company Employer proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders or both, the Holding Company Employer may, upon 30 days prior written notice to the Employee, require the Employee to include the Required Number of Shares in such offering and to sell such shares as part of such offering. In such event, all of the costs of registering the Required Number of Shares, including but not limited to, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Holding CompanyEmployer; fees of the National Association of Securities Dealers, Inc., state Blue Sky fees and expenses, transfer taxes, fees of transfer agents and registrars and costs of insurance; and all underwriting discounts and selling commissions applicable to the sale of shares other than the Required Number of Shares, shall be paid by the Holding CompanyEmployer. Notwithstanding the above, the Employee shall pay all underwriting discounts and selling commissions directly payable with respect to the registration of the Required Number of Shares; or (C) If, as of June 1December 31, 20012005, Employee has not yet disposed of the Required Number of Shares, the Holding Company Employer will repurchase from the Employee the Required Number of Shares at a per share price equal to 1/16 lower than the average of the closing sales price for the Common Stock as reported on the national stock exchange on which the Holding CompanyEmployer's stock trades for a ten (10) day period prior to the date of such sale to the Holding CompanyEmployer, provided, however, that such repurchase shall only be required if it can be effected in a manner that complies with all applicable securities laws. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to sell any of the Required Number of Shares unless the net proceeds paid to the Employee as a result of such shares equals or exceeds 150% of the IPO Price per share. Nothing in this Section 4.2(ii) shall be construed to require the Employee to sell common stock except in compliance with all applicable securities laws. Any delay imposed due to compliance with requirements of applicable securities laws shall suspend the Employee's obligation to sell Common Stock as otherwise provided hereinabove. Lastly, notwithstanding anything to the contrary contained in this Section 4.2(ii), the Employee shall have the right but not the obligation, at any time and from time to time, to repay the Unpaid Balance of the Loan from his personal resources.

Stock Loan. (i) In order to help the Employee pay any required income taxes with respect to the stock granted to the Employee pursuant to the provisions of Section 4.1 hereof, at any time after the IPO has been consummated, the Employer, upon thirty (30) days written notice from the Employee, shall provide to the Employee a loan (the "Loan") in an amount equal to such income taxes, to be interest only for a period of five (5) years, to require yearly payments of simple interest interest, at the same interest rate as the Holding Company incurs to borrow funds from its institutional lenders, to be collateralized only by the stock granted and the Employee otherwise will not be personally obligated to repay the Loan; provided that upon the termination of this Agreement pursuant to the provisions of Section 2(i) or (ii), the loan shall be fully paid off within three (3) months of the Termination Date and upon the termination of this Agreement to Sections 2 (iii), (iv) or (v), hereof, the Loan shall be fully paid off within one (1) year after the Termination Date. (ii) To the extent that the Employee has not repaid the entire principal balance of the Loan plus any accrued interest thereon before January 1, 2001, the Employee agrees to sell, as promptly as practicable, a sufficient number of shares of Common Stock to enable the Employee to repay the then remaining outstanding balance (unpaid principal balance and unpaid accrued interest from time to time, the ("Unpaid Balance of the Loan")) of the Loan after any taxes have been provided for (the "Required Number of Shares"), subject to the following conditions and requirements: (A) Such sales shall be made in a manner which shall reasonably not disrupt the orderly trading of Common Stock, either through open market or privately negotiated transactions as long as no sales shall be made at a price lower that 1/16 below the last sales price of Common Stock publicly traded immediately prior to such sale even if such prohibition shall cause a delay in Employee's compliance with his obligation to sell Common Stock as provided hereinabove; (B) If after January 1, 2001 the Holding Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders or both, the Holding Company may, upon 30 days prior written notice to the Employee, require the Employee to include the Required Number of Shares in such offering and to sell such shares as part of such offering. In such event, all of the costs of registering the Required Number of Shares, including but not limited to, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Holding Company; fees of the National Association of Securities Dealers, Inc., state Blue Sky fees and expenses, transfer taxes, fees of transfer agents and registrars and costs of insurance; and all underwriting discounts and selling commissions applicable to the sale of shares other than the Required Number of Shares, shall be paid by the Holding Company. Notwithstanding the above, the Employee shall pay all underwriting discounts and selling commissions directly payable with respect to the registration of the Required Number of Shares; or (C) If, as of June 1, 2001, Employee has not yet disposed of the Required Number of Shares, the Holding Company will repurchase from the Employee the Required Number of Shares at a per share price equal to 1/16 lower than the average of the closing sales price for the Common Stock as reported on the national stock exchange on which the Holding Company's stock trades for a ten (10) day period prior to the date of such sale to the Holding Company, provided, however, that such repurchase shall only be required if it can be effected in a manner that complies with all applicable securities laws. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to sell any of the Required Number of Shares unless the net proceeds paid to the Employee as a result of such shares equals or exceeds 150% of the IPO Price per share. Nothing in this Section 4.2(ii) shall be construed to require the Employee to sell common stock except in compliance with all applicable securities laws. Any delay imposed due to compliance with requirements of applicable securities laws shall suspend the Employee's obligation to sell Common Stock as otherwise provided hereinabove. Lastly, notwithstanding anything to the contrary contained in this Section 4.2(ii), the Employee shall have the right but not the obligation, at any time and from time to time, to repay the Unpaid Balance of the Loan from his personal resources.

Stock Loan. (i) In order to help the Employee pay any required income taxes with respect to the stock granted to the Employee pursuant to the provisions of Section 4.1 hereof, at any time after the IPO Employer has been consummated, the Employer, upon thirty (30) days written notice from the Employee, shall provide provided to the Employee a loan (the "Loan") in an amount equal to such income taxes, to be ). The Loan provides for payment of interest only for a period of five (5) yearsuntil June 30, to require 2005, requires yearly payments of simple interest interest, at the same interest rate as the Holding Company Employer incurs to borrow funds from its institutional lenders, to be is collateralized only by the stock granted and the Employee otherwise will is not be personally obligated to repay the Loan; provided that upon the termination of this Agreement pursuant to the provisions of Section 2(i) or (ii), the loan Loan shall be fully paid off within three (3) months of the Termination Date and Date; upon the termination of this Agreement pursuant to Sections Section 2 (iii), (iv) or (v), hereof, the Loan shall be fully paid off within one (1) year after the Termination DateDate and upon a Change in Control, the Loan shall be forgiven as hereinabove provided. (ii) To the extent that the Employee has not repaid the entire principal balance of the Loan plus any accrued interest thereon before January 1June 30, 20012005, the Employee agrees to sell, as promptly as practicable, a sufficient number of shares of Common Stock to enable the Employee to repay the then remaining outstanding balance (unpaid principal balance and unpaid accrued interest from time to time, the ("Unpaid Balance of the Loan")) of the Loan after any taxes have been provided for (the "Required Number of Shares"), subject to the following conditions and requirements: (A) Such sales shall be made in a manner which shall reasonably not disrupt the orderly trading of Common Stock, either through open market or privately negotiated transactions as long as no sales shall be made at a price lower that than 1/16 below the last sales price of Common Stock publicly traded immediately prior to such sale even if such prohibition shall cause a delay in Employee's compliance with his obligation to sell Common Stock as provided hereinabove; (B) If after January 1June 30, 2001 2005 the Holding Company Employer proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders or both, the Holding Company Employer may, upon 30 days prior written notice to the Employee, require the Employee to include the Required Number of Shares in such offering and to sell such shares as part of such offering. In such event, all of the costs of registering the Required Number of Shares, including but not limited to, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Holding CompanyEmployer; fees of the National Association of Securities Dealers, Inc., state Blue Sky fees and expenses, transfer taxes, taxes fees of transfer agents and registrars and costs of insurance; and all underwriting discounts and selling commissions applicable to the sale of shares other than the Required Number of Shares, shall be paid by the Holding CompanyEmployer. Notwithstanding the above, the Employee shall pay all underwriting discounts and selling commissions directly payable with respect to the registration of the Required Number of Shares; or (C) If, as of June 1December 31, 20012005, Employee has not yet disposed of the Required Number of Shares, the Holding Company Employer will repurchase from the Employee the Required Number of Shares at a per share price equal to 1/16 lower than the average of the closing sales price for the Common Stock as reported on the national stock exchange on which the Holding CompanyEmployer's stock trades for a ten (10) day period prior to the date of such sale to the Holding CompanyEmployer, provided, however, that such repurchase shall only be required if it can be effected in a manner that complies with all applicable securities laws. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to sell any of the Required Number of Shares unless the net proceeds paid to the Employee as a result of such shares equals or exceeds 150% of the IPO Price per share. Nothing in this Section 4.2(ii) shall be construed to require the Employee to sell common stock except in compliance with all applicable securities laws. Any delay imposed due to compliance with requirements of applicable securities laws shall suspend the Employee's obligation to sell Common Stock as otherwise provided hereinabove. Lastly, notwithstanding anything to the contrary contained in this Section 4.2(ii), the Employee shall have the right but not the obligation, at any time and from time to time, to repay the Unpaid Balance of the Loan from his personal resources.

Stock Loan. (i) In order to help the Employee pay any required income taxes with respect to the stock granted to the Employee pursuant to the provisions of Section 4.1 hereof, at any time after the IPO has been consummated, the Employer, upon thirty (30) days written notice from the Employee, shall provide to the Employee a loan (the "Loan") in an amount equal to such income taxes, to be interest only for a period of five (5) years, to require yearly payments of simple interest interest, at the same interest rate as the Holding Company incurs to borrow funds from its institutional lenders, to be collateralized only by the stock granted and the Employee otherwise will not be personally obligated to repay the Loan; provided that upon the termination of this Agreement pursuant to the provisions of Section 2(i) or (ii), the loan shall be fully paid off within three (3) months of the Termination Date and upon the termination of this Agreement pursuant to Sections 2 (iii), Section 2(iii) or (iv) or (v), hereof, the Loan shall be fully paid off within one (1) year after the Termination Date. (ii) To the extent that the Employee has not repaid the entire principal balance of the Loan plus any accrued interest thereon before January 1, 2001, the Employee agrees to sell, as promptly as practicable, a sufficient number of shares of Common Stock to enable the Employee to repay the then remaining outstanding balance (unpaid principal balance and unpaid accrued interest from time to time, the ("Unpaid Balance of the Loan")) of the Loan after any taxes have been provided for (the "Required Number of Shares"), subject to the following conditions and requirements: (A) Such sales shall be made in a manner which shall reasonably not disrupt the orderly trading of Common Stock, either through open market or privately negotiated transactions as long as no sales shall be made at a price lower that 1/16 below the last sales price of Common Stock publicly traded immediately prior to such sale even if such prohibition shall cause a delay in Employee's compliance with his obligation to sell Common Stock as provided hereinabove; (B) If after January 1, 2001 the Holding Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders or both, the Holding Company may, upon 30 days prior written notice to the Employee, require the Employee to include the Required Number of Shares in such offering and to sell such shares as part of such offering. In such event, all of the costs of registering the Required Number of Shares, including but not limited to, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Holding Company; fees of the National Association of Securities Dealers, Inc., state Blue Sky fees and expenses, transfer taxes, fees of transfer agents and registrars and costs of insurance; and all underwriting discounts and selling commissions applicable to the sale of shares other than the Required Number of Shares, shall be paid by the Holding Company. Notwithstanding the above, the Employee shall pay all underwriting discounts and selling commissions directly payable with respect to the registration of the Required Number of Shares; or (C) If, as of June 1, 2001, Employee has not yet disposed of the Required Number of Shares, the Holding Company will repurchase from the Employee the Required Number of Shares at a per share price equal to 1/16 lower than the average of the closing sales price for the Common Stock as reported on the national stock exchange on which the Holding Company's stock trades for a ten (10) day period prior to the date of such sale to the Holding Company, provided, however, that such repurchase shall only be required if it can be effected in a manner that complies with all applicable securities laws. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to sell any of the Required Number of Shares unless the net proceeds paid to the Employee as a result of such shares equals or exceeds 150% of the IPO Price per share. Nothing in this Section 4.2(ii) shall be construed to require the Employee to sell common stock except in compliance with all applicable securities laws. Any delay imposed due to compliance with requirements of applicable securities laws shall suspend the Employee's obligation to sell Common Stock as otherwise provided hereinabove. Lastly, notwithstanding anything to the contrary contained in this Section 4.2(ii), the Employee shall have the right but not the obligation, at any time and from time to time, to repay the Unpaid Balance of the Loan from his personal resources.shall

Stock Loan. (i) In order to help the Employee pay any required income taxes with respect to the stock granted to the Employee pursuant to the provisions of Section 4.1 hereof, at any time after the IPO has been consummated, the Employer, upon thirty (30) days written notice from the Employee, shall provide to the Employee a loan (the "Loan") in an amount equal to such income taxes, to be interest only for a period of five (5) years, to require yearly payments of simple interest at the same interest rate as the Holding Company incurs to borrow funds from its institutional lenders, to be collateralized only by the stock granted and the Employee otherwise will not be personally obligated to repay the Loan; provided that upon the termination of this Agreement pursuant to the provisions of Section 2(i) or (ii), the loan shall be fully paid off within three (3) months of the Termination Date and upon the termination of this Agreement pursuant to Sections 2 (iii), Section 2(iii) or (iv) or (v), hereof, the Loan shall be fully paid off within one (1) year after the Termination Date. (ii) To the extent that the Employee has not repaid the entire principal balance of the Loan plus any accrued interest thereon before January 1, 2001, the Employee agrees to sell, as promptly as practicable, a sufficient number of shares of Common Stock to enable the Employee to repay the then remaining outstanding balance (unpaid principal balance and unpaid accrued interest from time to time, the ("Unpaid Balance of the Loan")) of the Loan after any taxes have been provided for (the "Required Number of Shares"), subject to the following conditions and requirements: (A) Such sales shall be made in a manner which shall reasonably not disrupt the orderly trading of Common Stock, either through open market or privately negotiated transactions as long as no sales shall be made at a price lower that 1/16 below the last sales price of Common Stock publicly traded immediately prior to such sale even if such prohibition shall cause a delay in Employee's compliance with his obligation to sell Common Stock as provided hereinabove; (B) If after January 1, 2001 the Holding Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders or both, the Holding Company may, upon 30 days prior written notice to the Employee, require the Employee to include the Required Number of Shares in such offering and to sell such shares as part of such offering. In such event, all of the costs of registering the Required Number of Shares, including but not limited to, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Holding Company; fees of the National Association of Securities Dealers, Inc., state Blue Sky fees and expenses, transfer taxes, fees of transfer agents and registrars and costs of insurance; and all underwriting discounts and selling commissions applicable to the sale of shares other than the Required Number of Shares, shall be paid by the Holding Company. Notwithstanding the above, the Employee shall pay all underwriting discounts and selling commissions directly payable with respect to the registration of the Required Number of Shares; or (C) If, as of June 1, 2001, Employee has not yet disposed of the Required Number of Shares, the Holding Company will repurchase from the Employee the Required Number of Shares at a per share price equal to 1/16 lower than the average of the closing sales price for the Common Stock as reported on the national stock exchange on which the Holding Company's stock trades for a ten (10) day period prior to the date of such sale to the Holding Company, provided, however, that such repurchase shall only be required if it can be effected in a manner that complies with all applicable securities laws. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to sell any of the Required Number of Shares unless the net proceeds paid to the Employee as a result of such shares equals or exceeds 150% of the IPO Price per share. Nothing in this Section 4.2(ii) shall be construed to require the Employee to sell common stock except in compliance with all applicable securities laws. Any delay imposed due to compliance with requirements of applicable securities laws shall suspend the Employee's obligation to sell Common Stock as otherwise provided hereinabove. Lastly, notwithstanding anything to the contrary contained in this Section 4.2(ii), the Employee shall have the right but not the obligation, at any time and from time to time, to repay the Unpaid Balance of the Loan from his personal resources.