Common use of Termination by the Management Stockholder without Good Reason Clause in Contracts

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, if, prior to December 31, 2011, the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Management Stockholder without Good Reason (a “Section 4(b) Call Event”): (A) With respect to the Stock, the Company may purchase all or any portion of the shares of the Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with respect to any Option Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and (B) With respect to the Options, the Company may purchase all or any portion of the exercisable Options held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreement.

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, ifIf, prior to December 31, 2011, the fifth anniversary of the Closing Date the Management Stockholder’s active employment with the Company (and/oror, if applicable, its subsidiariesSubsidiaries or Affiliates) is terminated by the Management Stockholder without Good Reason Reason, other than on account of death, Disability or Retirement (such event, a “Section 4(b6(a) Call Event”):), then: (Ai) With respect to the any Deferred Stock, the Company may purchase purchase, on one occasion, all or any portion of the shares of the such Deferred Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with if higher, the Indirect Sale Price); (ii) With respect to any Option Stock or Net Settled Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and (B) With respect to the Options, the Company may purchase purchase, on one occasion, all or any portion of the exercisable Options shares of such Option Stock or Net Settled Stock then held by the applicable Management Stockholder Entities for an amount at a per share purchase price equal to the product Fair Market Value of (x) the excessOption Stock or Net Settled Stock less 20% of the amount, if any, of (i) the lesser of (1) the by which such Fair Market Value Per Share and exceeds exercise price paid for such Option Stock or Net Settled Stock (2which exercise price shall be zero with respect to the Net Settled Stock); (iii) With respect to any outstanding vested Options, upon the Option Exercise Price if the occurrence of a Section 4(b6(a) Call Event is Event, the Company shall deem the Management Stockholder Entity to have exercised the outstanding vested Options, in accordance with the terms of the relevant Stock Option Agreement, and be entitled to receive from the Company, on or prior to December 31one occasion, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated Net Settled Stock in exchange for such payment. In all of the event outstanding vested Options then held by the foregoing Option Excess Price is zero or a negative numberapplicable Management Stockholder Entity; and (iv) With respect to any outstanding unvested Options, all outstanding exercisable unvested Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In thereof upon the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms occurrence of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreement.Section 6(a)

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, ifIf, prior to December 31, 2011, the fifth anniversary of the Closing Date the Management Stockholder’s active employment with the Company (and/oror, if applicable, its subsidiariesSubsidiaries or Affiliates) is terminated by the Management Stockholder without Good Reason Reason, other than on account of death or Disability (such event, a “Section 4(b6(a) Call Event”):), then: (Ai) With respect to any of the Purchased Shares, the Company may purchase, on one occasion, all or any portion of the Purchased Shares then held by the applicable Management Stockholder Entities at a per share purchase price equal to the Base Price (or, if higher, the Indirect Sale Price); (ii) With respect to any Option Stock or Net Settled Stock, the Company may purchase purchase, on one occasion, all or any portion of the shares of the such Option Stock or Net Settled Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on of the applicable repurchase date and Option Stock or Net Settled Stock less 20% of the amount, if any, by which such Fair Market Value exceeds exercise price paid for such Option Stock or Net Settled Stock (ii) the Base Price (or, which exercise price shall be zero with respect to any Option the Net Settled Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and; (Biii) With respect to any outstanding vested Options, upon the Optionsoccurrence of a Section 6(a) Call Event, the Company may purchase all or any portion shall deem the Management Stockholder Entity to have exercised the outstanding vested Options, in accordance with the terms of the exercisable relevant Stock Option Agreement, and be entitled to receive from the Company, on one occasion, Net Settled Stock in exchange for all of the outstanding vested Options then held by the applicable Management Stockholder Entities for an amount equal Entity; and (iv) With respect to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative numberany outstanding unvested Options, all outstanding exercisable unvested Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In thereof upon the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms occurrence of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreement.Section 6(a)

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, ifIf, prior to December 31, 2011the latter of a) the fifth anniversary of the Closing Date or b) the expiration of any underwriter imposed transfer restrictions in connection with a Qualified Public Offering, the Management Stockholder’s active employment with the Company (and/oror, if applicable, its subsidiariessubsidiaries or affiliates) is terminated by the Management Stockholder without Good Reason (a “Section 4(b6(c) Call Event”):), then: (Ai) With respect to the Purchased Stock and Rollover Stock, the Company may purchase purchase, on one occasion, all or any portion of the shares of such Purchased Stock and Rollover Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to, (i) if the Management Stockholder is not in violation of any of the provisions of Section 23 of this Agreement on the date that the Repurchase Notice is sent, the Fair Market Value on the Repurchase Calculation Date or (ii) if the Management Stockholder is in violation of any of the provisions of Section 23 of this Agreement on the date that the Repurchase Notice is sent, the lesser of (x) Base Price (or other applicable price paid by such Management Stockholder Entities for such Stock) and (y) the Fair Market Value on the Repurchase Calculation Date; (ii) With respect to Option Stock, the Company may purchase, on one occasion, all or any portion of the shares of Option Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (ix) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with respect to any Option or other applicable price paid by such Management Stockholder Entities for such Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or and (y) the Fair Market Value Per Share, if on the Section 4(b) Call Event is after December 31, 2009Repurchase Calculation Date; and (Biii) With respect to the all Options, the Company may purchase all or any portion of the exercisable Options held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options granted to the Management Stockholder under the Option Plan Options, whether vested or unvested, shall be automatically terminated without any payment in respect thereof. In thereof upon the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms occurrence of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option AgreementSection 6(c) Call Event.

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, ifIf, prior to December 31, 2011, the fifth anniversary of the Closing Date the Management Stockholder’s active employment with the Company (and/oror, if applicable, its subsidiariesSubsidiaries or Affiliates) is terminated by the Management Stockholder without Good Reason Reason, other than on account of death, Disability or Retirement (such event, a “Section 4(b6(a) Call Event”):), then: (Ai) With respect to the any Purchased Shares or Deferred Stock, the Company may purchase purchase, on one occasion, all or any portion of the shares of the Purchased Shares or Deferred Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with if higher, the Indirect Sale Price); (ii) With respect to any Option Stock or Net Settled Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and (B) With respect to the Options, the Company may purchase purchase, on one occasion, all or any portion of the exercisable Options shares of such Option Stock or Net Settled Stock then held by the applicable Management Stockholder Entities for an amount at a per share purchase price equal to the product Fair Market Value of (x) the excessOption Stock or Net Settled Stock less 20% of the amount, if any, of (i) the lesser of (1) the by which such Fair Market Value Per Share and exceeds exercise price paid for such Option Stock or Net Settled Stock (2which exercise price shall be zero with respect to the Net Settled Stock); (iii) With respect to any outstanding vested Options, upon the Option Exercise Price if the occurrence of a Section 4(b6(a) Call Event is Event, the Company shall deem the Management Stockholder Entity to have exercised the outstanding vested Options, in accordance with the terms of the relevant Stock Option Agreement, and be entitled to receive from the Company, on or prior to December 31one occasion, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated Net Settled Stock in exchange for such payment. In all of the event outstanding vested Options then held by the foregoing Option Excess Price is zero or a negative numberapplicable Management Stockholder Entity; and (iv) With respect to any outstanding unvested Options, all outstanding exercisable unvested Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In thereof upon the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms occurrence of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreement.Section 6(a)

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, ifIf, prior to December 31, 2011, the fifth anniversary of the Closing Date the Management Stockholder’s active employment with the Company (and/oror, if applicable, its subsidiariesSubsidiaries or Affiliates) is terminated by the Management Stockholder without Good Reason Reason, other than on account of death, Disability or Retirement (such event, a “Section 4(b6(a) Call Event”):), then: (Ai) With respect to the any Purchased Stock or Deferred Stock, the Company may purchase purchase, on one occasion, all or any portion of the shares of the such Purchased Stock or Deferred Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with if higher, the Indirect Sale Price); (ii) With respect to any Option Stock or Net Settled Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and (B) With respect to the Options, the Company may purchase purchase, on one occasion, all or any portion of the exercisable Options shares of such Option Stock or Net Settled Stock then held by the applicable Management Stockholder Entities for an amount at a per share purchase price equal to the product Fair Market Value of (x) the excessOption Stock or Net Settled Stock less 20% of the amount, if any, of (i) the lesser of (1) the by which such Fair Market Value Per Share and exceeds exercise price paid for such Option Stock or Net Settled Stock (2which exercise price shall be zero with respect to the Net Settled Stock); (iii) With respect to any outstanding vested Options, upon the Option Exercise Price if the occurrence of a Section 4(b6(a) Call Event is Event, the Company shall deem the Management Stockholder Entity to have exercised the outstanding vested Options, in accordance with the terms of the relevant Stock Option Agreement, and be entitled to receive from the Company, on or prior to December 31one occasion, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated Net Settled Stock in exchange for such payment. In all of the event outstanding vested Options then held by the foregoing Option Excess Price is zero or a negative numberapplicable Management Stockholder Entity; and (iv) With respect to any outstanding unvested Options, all outstanding exercisable unvested Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In thereof upon the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms occurrence of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreement.Section 6(a)

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, ifIf, prior to December 31, 2011the fifth anniversary of the Closing Date, the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiariesit subsidiaries or affiliates) is terminated by the Management Stockholder without Good Reason (a “Section 4(b6(d) Call Event”):), then: (Ai) With respect to any Purchased Stock, Rollover Stock or Stock acquired pursuant to the Stockexercise of Rollover Options, the Company may purchase purchase, on one occasion, all or any portion of the shares of the such Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (ix) the Fair Market Value Per Share on the applicable repurchase date and (iiy) the sum of (A) the Base Price (or, with respect to any Option or other applicable price paid by such Management Stockholder Entities for such Stock, the Option Exercise Price), if plus (B) the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) Applicable Percentage of the excess of the Fair Market Value Per Shareover the Base Price (or other applicable price paid by such management Stockholder Entities for such Stock), if as of the Section 4(b) Call Event is after December 31, 2009Repurchase Calculation Date; and (Bii) With respect to the Options, the Company may purchase purchase, on one occasion, all or any portion of the exercisable Rollover Options held by the applicable Management Stockholder Entities for an amount equal to the product lesser of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) on the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, Repurchase Calculation Date over the Option Exercise Price and (y) the sum of (A) the Base Price plus (B) the Applicable Percentage of the excess of the Fair Market Value over the Base Price, less (C) the Option Exercise Price, in each of case (x) and (y), multiplied by the number of Exercisable Option SharesShares (solely relating to Rollover Options), which Rollover Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero All new Options (whether or a negative number, all outstanding exercisable Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms of the Stock Option Agreement. All unexercisable Options then exercisable) held by the applicable Management Stockholder Entities shall terminatewill terminate immediately without payment in respect thereof; and (iii) With respect to any Stock acquired pursuant to the exercise of New Options, without paymentthe Company may purchase, immediately upon termination on one occasion, all or any portion of employment or the shares of such Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (x) the Fair Market Value as of the Repurchase Calculation Date and (y) the applicable per share purchase price paid by the applicable Management Stockholder Entities for such Stock (which equals the Base Price for any New Options granted on such later date as may otherwise be provided in the Stock Option AgreementClosing Date).

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, if, prior to December 31, 2011, If the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) Management Stockholder Employer is terminated by the Management Stockholder without Good Reason Reason, other than on account of death, Disability or Retirement (such event, a “Section 4(b6(a) Call Event”):), then: (Ai) With respect to the Stockany Purchased Units, the Company Company, Oncor or the IPO Vehicle, as the case may purchase be, may purchase, on one occasion, all or any portion of the shares of the Stock such Management Units, then held by the applicable Management Stockholder Entities at a per share unit purchase price equal to the Base Price, but only if such termination occurs prior to October 10, 2012; (ii) With respect to any Oncor Units or IPO Stock, as applicable, issued in respect of vested Stock Appreciation Rights, Oncor or the IPO Vehicle may purchase, on one occasion, all or any portion of the Oncor Units or shares of such IPO Stock, as applicable, then held by the applicable Management Stockholder Entities at a per unit purchase price equal to (x) if such termination occurs prior to October 10, 2012, the lesser of (i) the per unit Fair Market Value Per Share on of Oncor Units or IPO Stock, as applicable, less 20% of the applicable repurchase date and (ii) amount, if any, by which such per unit Fair Market Value exceeds the Base Price (orof the underlying Stock Appreciation Rights in respect of which such units or shares were issued, with respect to any Option Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) if such termination occurs on or after October 10, 2012, the per unit Fair Market Value Per Shareof Oncor Units or IPO Stock, if as applicable, on the Section 4(b) Call Event is after December 31, 2009; andRepurchase Calculation Date; (Biii) With respect to the Optionsany vested Stock Appreciation Rights, the Company Oncor may purchase redeem, on one occasion, all or any portion of the exercisable Options such Stock Appreciation Rights then held by the applicable Management Stockholder Entities for an amount at a per unit purchase price equal to the product of (x) if such termination occurs prior to October 10, 2012 the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and on the Repurchase Calculation Date over the Base Price less 20 percent of the excess, if any, by which such Fair Market Value exceeds the Base Price, or (2y) the Option Exercise Price if the Section 4(b) Call Event is such termination occurs on or prior to December 31after October 10, 2009 or (ii) 2012, the excess, if any, of the Fair Market Value Per Share, if on the Section 4(b) Call Event is after December 31, 2009, Repurchase Calculation Date over the Option Exercise Base Price and (y) of the number of Exercisable Option Shares, which Options shall be terminated in exchange for such paymentunderlying Stock Appreciation Rights. In the event the foregoing Option Excess Price amount is zero or a negative number, all outstanding exercisable Options granted to the Management Stockholder under the Option Plan vested Stock Appreciation Rights shall be automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights; (iv) With respect to any cash payment received in respect of vested and exercised Stock Appreciation Rights, all exercisable but unexercised Options shall terminate pursuant to the terms of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities Entity shall terminatebe required to pay to Oncor or the IPO Vehicle, as applicable, 20% of the excess, if any, by which such cash payment exceeds the Base Price of the underlying Stock Appreciation Rights in respect of which such cash payment was made, if such termination occurs prior to October 10, 2012 (for the avoidance of doubt, this paragraph (iv) shall in no way diminish rights granted under paragraph (iii) above); and (v) With respect to any outstanding unvested Stock Appreciation Rights, all outstanding unvested Stock Appreciation Rights will be automatically terminated without payment, immediately any payment in respect thereof upon termination the occurrence of employment or on such later date as may otherwise be provided in the Stock Option Agreement.Section 6(a)

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, if, prior to December 31, 2011the fifth anniversary of the Effective Date, the Management Stockholder’s active employment with the Company Accellent Holdings (and/or, if applicable, its subsidiariesSubsidiaries or Affiliates) is terminated by the Management Stockholder without Good Reason (a “Section 4(b6(b) Call Event”): (A) With respect to the Stock, the Company Accellent Holdings may purchase all or any portion of the shares of the Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with respect to any Option Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009date; and (B) With respect to the vested New Options and all Rollover Options, the Company Accellent Holdings may purchase all or any portion of the such exercisable Options held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative number, all such outstanding exercisable Options granted to the Management Stockholder under the Option Plan or Existing Accellent Plan, as applicable, shall be automatically terminated without any payment in respect thereof. In the event that the Company Accellent Holdings does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms of the Stock applicable stock option agreement and either the Option AgreementPlan or the Existing Accellent Plan, as applicable. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreementemployment.

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, ifIf, prior to December 31, 2011, the fifth anniversary of the Closing Date (and following the fifth anniversary of the Closing Date with respect to Option Stock (including Net Settled Stock as specified below)) the Management Stockholder’s active employment with the Company (and/oror, if applicable, its subsidiariesSubsidiaries or Affiliates) is terminated by the Management Stockholder without Good Reason Reason, other than on account of Retirement (such event, a “Section 4(b6(a) Call Event”):), then: (Ai) With respect to the any Purchased Stock or Rollover Stock, the Company may purchase purchase, on one occasion, all or any portion of the shares of such Stock or Rollover Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the Fair Market Value of the Stock, but only if such termination occurs prior to the fifth anniversary of the Closing Date; (ii) With respect to any Option Stock or Net Settled Stock, the Company may purchase, on one occasion, all or any portion of the shares of such Option Stock or Net Settled Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) if such termination occurs prior to the lesser fifth anniversary of (i) the Closing Date, the Fair Market Value Per Share on of the applicable repurchase date and Option Stock or Net Settled Stock less 20% of the amount, if any, by which such Fair Market Value exceeds exercise price paid for such Option Stock or Net Settled Stock (ii) the Base Price (or, which exercise price shall be zero with respect to any Option the Net Settled Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) if such termination occurs on or after the fifth anniversary of the Closing Date, the Fair Market Value Per Share, if of the Section 4(b) Call Event is after December 31, 2009Option Stock or Net Settled Stock; and (Biii) With respect to any outstanding vested Options, upon the Optionsoccurrence of a Section 6(a) Call Event, the Company may purchase all or any portion shall deem the Management Stockholder Entity to have exercised the outstanding vested Options, in accordance with the terms of the exercisable relevant Stock Option Agreement, and be entitled to receive from the Company, on one occasion, Net Settled Stock in exchange for all of the outstanding vested Options then held by the applicable Management Stockholder Entities for an amount equal Entity. (iv) With respect to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative numberany outstanding unvested Options, all outstanding exercisable unvested Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In thereof upon the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms occurrence of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreement.Section 6(a)

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, if, prior to December 31, 2011, If the Management Stockholder’s active employment with the Company (and/oror, if applicable, its subsidiariessubsidiaries or Affiliates) is terminated by the Management Stockholder without Good Reason (excluding due to his or her death or Disability) (a “Section 4(b5(d) Call Event”):) then: (Ai) With Within the first five years following the Closing Date: (I) with respect to any Purchased Stock for which the StockManagement Stockholder paid the Closing Date Purchase Price that is held by the Management Stockholder Entities at the date of such termination of employment, the Company may purchase all or any portion of the shares of the such Stock then held by the applicable Management Stockholder Entities Entities, at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and Repurchase Calculation Date; and (iiII) the Base Price (or, with With respect to any Option StockStock acquired upon exercise of vested Options, and any outstanding vested Options, in all cases that are held by the Option Exercise Price), if Management Stockholder Entities at the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and (B) With respect to the Optionsdate of such termination of employment, the Company may purchase all or any portion of the exercisable Options shares of such Stock and vested Options, as applicable, then held by the applicable Management Stockholder Entities as follows: (A) with respect to any shares of Option Stock acquired upon exercise of vested Options, at a per share purchase price equal to the lesser of (x) the Base Price and (y) the Fair Market Value on the Repurchase Calculation Date, and (B) with respect to any such vested Options, for an amount equal to the product of (x) the excess, if any, of (i) the lesser of (1A) the Base Price and (B) the Fair Market Value Per Share and (2) on the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, Repurchase Calculation Date over the Option Exercise Price and (y) the number of Exercisable Option SharesShares (solely relating to the vested Options being purchased by the Company hereunder), which vested Options shall be terminated in exchange for such payment. In the event the Company elects to exercise its rights under this Section 5(d)(i)(II)(B) and the foregoing Option Excess Price is zero or a negative number, those vested Options being purchased by the Company shall be automatically terminated without any payment in respect thereof; and (ii) Following the fifth anniversary of the Closing Date but prior to the seventh anniversary of the Closing Date: (I) With respect to any Purchased Stock for which the Management Stockholder paid the Closing Date Purchase Price that is held by the Management Stockholder Entities at the date of such termination of employment, the Company may purchase all or any portion of the shares of such Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to Fair Market Value on the Repurchase Calculation Date; and (II) With respect to any Option Stock acquired upon exercise of vested Options and vested Options, in all cases that are held by the Management Stockholder Entities at the date of such termination of employment, the Company may purchase all or any portion of the shares of such Option Stock and such vested Options, as applicable, then held by the applicable Management Stockholder Entities as follows: (A) with respect to up to fifty percent (50%) of such shares of Stock, at a per share purchase price equal to the lesser of (x) the Base Price and (y) the Fair Market Value on the Repurchase Calculation Date, and with respect to up to the remaining fifty percent (50%) of such shares of Stock, at a per share purchase price equal to the Fair Market Value on the Repurchase Calculation Date; and (B) with respect to up to fifty percent (50%) of such vested Options, for an amount equal to the product of (x) the excess, if any, of the lesser of (a) the Base Price and (b) the Fair Market Value on the Repurchase Calculation Date over the Option Exercise Price and (y) the number of Exercisable Option Shares (solely relating to the vested Options being purchased by the Company hereunder) and with respect to up to the remaining fifty percent (50%) of such vested Options, for an amount equal to the product of (x) the excess, if any, of the Fair Market Value on the Repurchase Calculation Date over the Option Exercise Price and (y) the number of Exercisable Option Shares (solely relating to the vested Options being purchased by the Company), in each case of the foregoing which vested Options shall be terminated in exchange for such payment. In the event the Company elects to repurchase under this Section 5(d)(ii)(II) and the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable vested New Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In ; and (iii) Following the event seventh anniversary of the Closing Date: (I) with respect to any Purchased Stock for which the Management Stockholder paid the Closing Date Purchase Price that is held by the Management Stockholder Entities at the date of such termination of employment, the Company does not exercise the foregoing rights, may purchase all exercisable but unexercised Options shall terminate pursuant to the terms or any portion of the shares of such Stock then held by the applicable Management Stockholder Entities, at a per share purchase price equal to Fair Market Value on the Repurchase Calculation Date; and (II) With respect to any Option Agreement. All unexercisable Options Stock acquired upon exercise of vested Options, and any outstanding vested Options, in all cases that are held by the Management Stockholder Entities at the date of such termination of employment, the Company may purchase all or any portion of the shares of such Stock and vested Options, as applicable, then held by the applicable Management Stockholder Entities as follows: (A) with respect to any shares of Option Stock acquired upon exercise of vested Options, at a per share purchase price equal to the Fair Market Value on the Repurchase Calculation Date, and (B) with respect to any such vested Options, for an amount equal to the product of (x) the excess, if any, of the Fair Market Value on the Repurchase Calculation Date over the Option Exercise Price and (y) the number of Exercisable Option Shares (solely relating to the vested Options being purchased by the Company hereunder), which vested Options shall terminatebe terminated in exchange for such payment. In the event the Company elects to exercise its rights under this Section 5(d)(iii)(II)(B) and the foregoing Option Excess Price is zero or a negative number, those vested Options being purchased by the Company shall be automatically terminated without payment, immediately upon termination of employment or on such later date as may otherwise be provided any payment in the Stock Option Agreementrespect thereof.

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, if, prior to December 31, 2011, If the Management Stockholder’s active employment with the Company (and/oror, if applicable, its subsidiariessubsidiaries or Affiliates) is terminated by the Management Stockholder without Good Reason (excluding due to his or her death or Disability) (a “Section 4(b5(d) Call Event”):) then: (Ai) With Within the first five years following the Closing Date: (I) with respect to any Purchased Stock for which the StockManagement Stockholder paid the Closing Date Purchase Price, and up to seventy-five percent (75%) of the total number of shares of Common Stock that were, immediately following the Merger, subject to the Rollover Options (whether or not such shares are subject to Rollover Options when the Management Stockholder’s employment is terminated without Good Reason or are shares that have been acquired by the Management Stockholder upon exercise of the Rollover Options), and in all cases that are held by the Management Stockholder Entities at the date of such termination of employment, the Company may purchase all or any portion of the shares of the such Stock and such Rollover Options, as applicable, then held by the applicable Management Stockholder Entities as follows: (A) for such shares of Stock, at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date Repurchase Calculation Date, and (ii) the Base Price (or, with respect to any Option Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and (B) With respect to the for such Rollover Options, the Company may purchase all or any portion of the exercisable Options held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) on the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, Repurchase Calculation Date over the Option Exercise Price and (y) the number of Exercisable Option SharesShares (solely relating to the Rollover Options being purchased by the Company hereunder), which Rollover Options shall be terminated in exchange for such payment. In the event the Company elects to repurchase under this Section 5(d)(i)(I) and the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Rollover Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In ; and (II) With respect to any Option Stock acquired upon exercise of vested New Options, vested New Options, and up to the event remaining twenty-five percent (25%) of the shares of Common Stock that were, immediately following the Merger, subject to the Rollover Options (whether or not such shares are subject to Rollover Options when the Management Stockholder’s employment is terminated without Good Reason or are shares that have been acquired by the Management Stockholder upon exercise of the Rollover Options), and in all cases that are held by the Management Stockholder Entities at the date of such termination of employment, which shares are not subject to Section 5(d)(i)(I) above, the Company does not exercise the foregoing rights, may purchase all exercisable but unexercised Options shall terminate pursuant to the terms or any portion of the Stock Option Agreement. All unexercisable Options shares of such Stock, vested New Options, and such Rollover Options, as applicable, then held by the applicable Management Stockholder Entities as follows: (A) with respect to any shares of Option Stock acquired upon exercise of vested New Options, at a per share purchase price equal to the lesser of (x) the Base Price and (y) the Fair Market Value on the Repurchase Calculation Date, and (B) with respect to any shares of Net Settled Rollover Option Stock acquired upon exercise of such Rollover Options, at a per share price equal to the quotient of (A) the Management Stockholder’s Aggregate Closing Date Spread, divided by (B) the number of shares of such Net Settled Rollover Option Stock; and (C) with respect to such Rollover Options, for an amount equal to the Applicable Rollover Option Spread (solely relating to the Rollover Options being purchased by the Company hereunder), which Rollover Options shall terminatebe terminated in exchange for such payment; and (D) with respect to any such vested New Options, for an amount equal to the product of (x) the excess, if any, of the lesser of (A) the Base Price and (B) the Fair Market Value on the Repurchase Calculation Date over the Option Exercise Price and (y) the number of Exercisable Option Shares (solely relating to the vested New Options being purchased by the Company hereunder), which vested New Options shall be terminated in exchange for such payment. In the event the Company elects to exercise its rights under this Section 5(d)(i)(II)(D) and the foregoing Option Excess Price is zero or a negative number, those vested New Options being purchased by the Company shall be automatically terminated without paymentany payment in respect thereof; and (ii) Following the fifth anniversary of the Closing Date: (I) With respect to any Purchased Stock for which the Management Stockholder paid the Closing Date Purchase Price and one hundred percent (100%) of the total number of shares of Common Stock that were, immediately following the Merger, subject to the Rollover Options (whether or not such shares are subject to Rollover Options when the Management Stockholder’s employment is terminated without Good Reason or are shares that have been acquired by the Management Stockholder upon exercise of the Rollover Options), and in all cases that are held by the Management Stockholder Entities at the date of such termination of employment employment, the Company may purchase all or any portion of the shares of such Stock and such Rollover Options, as applicable, then held by the applicable Management Stockholder Entities as follows: (A) with respect to such shares of Stock, at a per share purchase price equal to Fair Market Value on the Repurchase Calculation Date, and (B) with respect to such later Rollover Options, for an amount equal to the product of (x) the excess, if any, of the Fair Market Value on the Repurchase Calculation Date over the Option Exercise Price and (y) the number of Exercisable Option Shares (solely relating to the Rollover Options being purchased by the Company hereunder), which Rollover Options shall be terminated in exchange for such payment. In the event the Company elects to repurchase under this Section 5(d)(ii)(I) and the foregoing Option Excess Price is zero or a negative number, all outstanding Rollover Options shall be automatically terminated without any payment in respect thereof; and (II) With respect to any Option Stock acquired upon exercise of vested New Options and vested New Options, in all cases that are held by the Management Stockholder Entities at the date of such termination of employment, the Company may purchase all or any portion of the shares of such Option Stock and such vested New Options, as may otherwise be provided in applicable, then held by the Stock Option Agreement.applicable Management Stockholder Entities as follows: (A) with respect to up to fifty percent (50%) of such shares of Stock, at a per share purchase price equal to the lesser of (x) the Base Price and

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, if, prior to December 31, 2011, the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Management Stockholder without Good Reason (a “Section 4(b) Call Event”): (A) With respect to the Stock, the Company may purchase all or any portion of the shares of the Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with respect to any Option Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and (B) With respect to the Options, the Company may purchase all or any portion of the exercisable Options held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) over the Option Exercise Price if the Section 4(b) Call Event is on or prior to between January 1, 2010 and December 31, 2009 or (ii) the Fair Market Value Per Share2011, if the Section 4(b) Call Event is after December 31inclusive, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreement.

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, ifIf, prior to December 31, 2011, the fifth anniversary of the Closing Date the Management Stockholder’s active employment with the Company (and/oror, if applicable, its subsidiariesSubsidiaries or Affiliates) is terminated by the Management Stockholder without Good Reason Reason, other than on account of death, Disability or Retirement (such event, a “Section 4(b6(a) Call Event”):), then: (Ai) With respect to the any Option Stock or Net Settled Stock, the Company may purchase purchase, on one occasion, all or any portion of the shares of the such Option Stock or Net Settled Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on of the applicable repurchase date and Option Stock or Net Settled Stock less 20% of the amount, if any, by which such Fair Market Value exceeds exercise price paid for such Option Stock or Net Settled Stock (ii) the Base Price (or, which exercise price shall be zero with respect to any Option the Net Settled Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and; (Bii) With respect to any outstanding vested Options, upon the Optionsoccurrence of a Section 6(a) Call Event, the Company may purchase all or any portion shall deem the Management Stockholder Entity to have exercised the outstanding vested Options, in accordance with the terms of the exercisable relevant Stock Option Agreement, and be entitled to receive from the Company, on one occasion, Net Settled Stock in exchange for all of the outstanding vested Options then held by the applicable Management Stockholder Entities for an amount equal Entity; and (iii) With respect to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative numberany outstanding unvested Options, all outstanding exercisable unvested Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In thereof upon the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms occurrence of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreement.Section 6(a)

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, ifIf, prior to December 31, 2011the fifth anniversary of the Closing Date, the Management Stockholder’s active employment with by the Company (and/or, if applicable, its subsidiariessubsidiaries or affiliates) is terminated by the Management Stockholder without Good Reason (a “Section 4(b6(d) Call Event”):), then: (Ai) With respect to the any Purchased Stock and vested Restricted Stock, the Company may purchase purchase, on one occasion, all or any portion of the shares of the such Purchased Stock and vested Restricted Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (ix) the Fair Market Value Per Share on the applicable repurchase date and (iiy) the sum of (A) the Base Price (oror other applicable price paid by such Management Stockholder Entities for such Purchased Stock), with plus (B) the Applicable Percentage of the excess of the Fair Market Value over the Base Price (or other applicable price paid by such Management Stockholder Entities for such Purchased Stock), as of the Repurchase Calculation Date; (ii) With respect to any Option Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and (B) With respect to the Options, the Company may purchase purchase, on one occasion, all or any portion of the exercisable Options shares of such Stock then held by the applicable Management Stockholder Entities for an amount at a per share purchase price equal to the product lesser of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) as of the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price Repurchase Calculation Date and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange applicable per share purchase price paid by the applicable Management Stockholder Entities for such payment. In Stock; and (iii) With respect to the event the foregoing Option Excess Price is zero Options (whether or a negative numbernot then exercisable) and all unvested shares of Restricted Stock, all outstanding exercisable such Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Company does (whether or not exercise the foregoing rights, then exercisable) and all exercisable but unexercised Options shall terminate pursuant to the terms unvested shares of the Restricted Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, automatically be terminated without payment, immediately upon termination of employment or on such later date as may otherwise be provided any payment in the Stock Option Agreementrespect thereof.

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, ifIf, prior to December 31, 2011, the fifth anniversary of the Closing Date the Management Stockholder’s active employment with the Company (and/oror, if applicable, its subsidiariesSubsidiaries or Affiliates) is terminated by the Management Stockholder without Good Reason Reason, other than on account of death, Disability or Retirement (such event, a “Section 4(b6(a) Call Event”):), then: (Ai) With respect to any of the Purchased Shares or Deferred Stock, the Company may purchase purchase, on one occasion, all or any portion of the shares of the Purchased Shares or Deferred Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with if higher, the Indirect Sale Price); (ii) With respect to any Option Stock or Net Settled Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and (B) With respect to the Options, the Company may purchase purchase, on one occasion, all or any portion of the exercisable Options shares of such Option Stock or Net Settled Stock then held by the applicable Management Stockholder Entities for an amount at a per share purchase price equal to the product Fair Market Value of (x) the excessOption Stock or Net Settled Stock less 20% of the amount, if any, of (i) the lesser of (1) the by which such Fair Market Value Per Share and exceeds exercise price paid for such Option Stock or Net Settled Stock (2which exercise price shall be zero with respect to the Net Settled Stock); (iii) With respect to any outstanding vested Options, upon the Option Exercise Price if the occurrence of a Section 4(b6(a) Call Event is Event, the Company shall deem the Management Stockholder Entity to have exercised the outstanding vested Options, in accordance with the terms of the relevant Stock Option Agreement, and be entitled to receive from the Company, on or prior to December 31one occasion, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated Net Settled Stock in exchange for such payment. In all of the event outstanding vested Options then held by the foregoing Option Excess Price is zero or a negative numberapplicable Management Stockholder Entity; and (iv) With respect to any outstanding unvested Options, all outstanding exercisable unvested Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In thereof upon the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms occurrence of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreement.Section 6(a)

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, if, prior to December 31, 2011the fifth anniversary of the Effective Date, the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Management Stockholder without Good Reason (a “Section 4(b6(b) Call Event”): (A) With respect to the Stock, for the purpose of providing a market for the Stock for the applicable Management Stockholder Entities, the Company may purchase all or any portion of the shares of the Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with respect to any Option Stock, the Option Exercise Price)Book Value Per Share, if the Section 4(b6(b) Call Event is on or prior to December 31, 2009 a Change in Control or (y) the Fair Market Value Per Share, if the Section 4(b6(b) Call Event is after December 31, 2009following a Change in Control; and (B) With respect to the Options, the Company may purchase all or any portion of the exercisable Options held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) the Option Exercise Price Book Value Per Share if the Section 4(b6(b) Call Event is on or prior to December 31, 2009 a Change in Control or (ii) the Fair Market Value Per Share, if the Section 4(b6(b) Call Event is after December 31, 2009following a Change in Control, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms of Section 3.2(d) of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreement.

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, if, prior to December 31, 2011, the Management StockholderExecutive’s active employment with service for the Company (and/or, if applicable, its subsidiaries) is terminated by the Management Stockholder or the Executive without Good Reason (a “Section 4(b) Call Event”): (A) With respect to the Stock, the Company may purchase all or any portion of the shares of the Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with respect to any Option Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and (B) With respect to the Options, the Company may purchase all or any portion of the exercisable Options held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms of the applicable Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the applicable Stock Option Agreement.

Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, if, prior to December 31, 2011, If the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) Group is terminated by the Management Stockholder without Good Reason (excluding due to his or her death or Disability): (i) Before June 21, 2015 (a “Section 4(b5(d)(i) Call Event”): (A) With respect to the any Purchased Stock, the Company may purchase all or any portion of the shares of the such Purchased Stock then held by the applicable Management Stockholder Entities on the date of such termination of employment at a per share purchase price equal to the lesser of (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with respect to any Option Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or and (y) the Fair Market Value Per Share, if on the Section 4(b) Call Event is after December 31, 2009Repurchase Calculation Date; and (B) With respect to any outstanding Options, whether vested or unvested, all such outstanding Options shall be terminated on the date specified by the Award Agreement without any payment in respect thereof; provided, however, that with respect to any Option Stock acquired upon exercise of vested Options, the Company can purchase all or any portion of the shares of such Option Stock then held by the Management Stockholder Entities on the date of such termination of employment at the lesser of (x) the Option Exercise Price or (y) the Fair Market Value on the Repurchase Calculation Date. (ii) On or after June 21, 2015 (a “Section 5(d)(ii) Call Event”): (A) With respect to any Purchased Stock and any Option Stock acquired upon exercise of vested Options, the Company may purchase all or any portion of the exercisable Options shares of such Purchased or Option Stock then held by the applicable Management Stockholder Entities on the date of such termination of employment at a per share purchase price equal to the Fair Market Value on the Repurchase Calculation Date, and (B) With respect to any vested Options, the Company may purchase all or any portion of the shares of such vested Options then held by the Management Stockholder Entities for an amount equal to the product sum of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) on the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, Repurchase Calculation Date over the Option Exercise Price and (y) of each Option for all of the number of Exercisable Option SharesShares (solely relating to the vested Options being purchased by the Company), in each case of the foregoing which vested Options shall be terminated in exchange for such payment. In the event the Company elects to repurchase under this Section 5(d)(ii)(B) and the foregoing Option Excess Price on a vested Option is zero or a negative number, all such outstanding exercisable Options granted to the Management Stockholder under the vested Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the Stock Option Agreement.