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

Termination by the Management Stockholder without Good Reason. If, prior to the fifth anniversary of the Grant Date, the Management Stockholder’s active employment by the Company (and/or, if applicable, its subsidiaries or affiliates) is terminated by the Management Stockholder without Good Reason (a “Section 6(d) Call Event”), then: (i) With respect to any Purchased Stock, the Company may purchase, on one occasion, all or any portion of the shares of such Purchased 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 and (y) the sum of (A) the Base Price (or other applicable price paid by such Management Stockholder Entities for such Purchased Stock), 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 Company may purchase, on one occasion, 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 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; and (iii) With respect to the Options, all such Options (whether or not then exercisable) held by the applicable Management Stockholder Entities shall automatically be terminated without any payment in respect thereof.

Termination by the Management Stockholder without Good Reason. If, prior to the later of (x) September 24, 2012 and (y) the occurrence of a Public Offering that occurs prior to the fifth anniversary of the Grant Effective Date, the Management Stockholder’s active employment by with the Company (and/oror, if applicable, its subsidiaries or affiliatesAffiliates) is terminated by the Management Stockholder without Good Reason (a “Section 6(d6(c) Call Event”), then: (i) With respect to any Purchased Stock, the Company may purchase, on one occasion, all or any portion of the shares of Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to, (1) if the Management Stockholder is not in violation of any of the provisions of Sections 12-17 of the Employment Agreement on the date that the Repurchase Notice is sent, the Fair Market Value on the Repurchase Calculation Date or (2) if the Management Stockholder is in violation of any of the provisions of Sections 12-17 of the Employment Agreement on the date that the Repurchase Notice is sent, the lesser of (x) the applicable price paid by such Purchased Management Stockholder Entities for such Stock and (y) the Fair Market Value on the Repurchase Calculation Date; (ii) With respect to Common Stock issuable upon exercise of the Options, the Company may purchase, on one occasion, all or any portion of such shares of 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 and (y) the sum of (A) the Base Price (or other applicable price paid by such Management Stockholder Entities for such Purchased Stock), plus Stock and (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 Company may purchase, on one occasion, 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 the lesser of (xy) the Fair Market Value as of on the Repurchase Calculation Date and (y) the applicable per share purchase price paid by the applicable Management Stockholder Entities for such StockDate; and (iii) With respect to the all Options, all such Options (outstanding Options, whether vested or not then exercisable) held by the applicable Management Stockholder Entities unvested, shall be automatically be terminated without any payment in respect thereofthereof upon the occurrence of the Section 6(c) Call Event.

Termination by the Management Stockholder without Good Reason. If, prior to the fifth anniversary of the Grant Date, If the Management Stockholder’s active employment by with the Company (and/oror, if applicable, its subsidiaries or affiliates) is terminated by the Management Stockholder without Good Reason (a “Section 6(d6(c) Call Event”), then: (i) With respect to any Purchased Stock, the Company may purchase, on one occasion, all or any portion of the shares of such Purchased 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 and (y) the sum of (A) the Base Price (or other applicable price paid by such Management Stockholder Entities for such Purchased Stock), 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 Company may purchase, on one occasion, 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, (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 the lesser of (x) the Fair Market Value as of the Repurchase Calculation Date and Base Price (y) the or other applicable per share purchase price paid by the applicable such Management Stockholder Entities for such Stock) and (y) the Fair Market Value on the Repurchase Calculation Date; and (iii) With respect to the all Options, all such Options (outstanding Options, whether vested or not then exercisable) held by the applicable Management Stockholder Entities unvested, shall be automatically be terminated without any payment in respect thereofthereof upon the occurrence of the Section 6(c) Call Event.

Termination by the Management Stockholder without Good Reason. If, prior to the fifth anniversary of the Grant Date, If the Management Stockholder’s active employment by with the Company (and/oror, if applicable, its subsidiaries or affiliates) is terminated by the Management Stockholder without Good Reason (a “Section 6(d6(c) Call Event”), then: (i) With respect to any Purchased Stock, the Company may purchase, on one occasion, all or any portion of the shares of such Purchased Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to to, (A) 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 (B) 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) the Fair Market Value and (y) the sum of (A) the Base Price (or other applicable price paid by such Management Stockholder Entities for such Purchased Stock), plus ) and (By) 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 on the Repurchase Calculation Date; (ii) With respect to any Option Stock, the Company may purchase, on one occasion, all or any portion of the shares of such Option 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 Base Price (y) the or other applicable per share purchase price paid by the applicable such Management Stockholder Entities for such Stock) and (y) the Fair Market Value on the Repurchase Calculation Date; and (iii) With respect to the all Options, all such Options (outstanding Options, whether vested or not then exercisable) held by the applicable Management Stockholder Entities unvested, shall be automatically be terminated without any payment in respect thereofthereof upon the occurrence of the Section 6(c) Call Event.

Termination by the Management Stockholder without Good Reason. If, prior to the fifth anniversary of the Grant Date, If the Management Stockholder’s active employment by with the Company (and/oror, if applicable, its subsidiaries or affiliates) is terminated by the Management Stockholder without Good Reason (a “Section 6(d6(c) Call Event”), then: (i) With respect to any Purchased Stock, the Company may purchase, on one occasion, all or any portion of the shares of such Purchased 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 and (y) the sum of (A) the Base Price (or other applicable price paid by such Management Stockholder Entities for such Purchased Stock), 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 Company may purchase, on one occasion, 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, (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 the lesser of (x) the Fair Market Value as of the Repurchase Calculation Date and Base Price (y) the or other applicable per share purchase price paid by the applicable such Management Stockholder Entities for such Stock) and (y) the Fair Market Value on the Repurchase Calculation Date; and (iii) With respect to the all Options, all such Options (outstanding Options, whether vested or not then exercisable) held by the applicable Management Stockholder Entities unvested, shall be automatically be terminated without any payment in respect thereof.thereof upon the occurrence of the Section 6(c)

Termination by the Management Stockholder without Good Reason. If, prior to the fifth anniversary of the Grant Date, If the Management Stockholder’s active employment by with the Company (and/oror, if applicable, its subsidiaries or affiliatesAffiliates) is terminated by the Management Stockholder without Good Reason (a “Section 6(d6(c) Call Event”), then: (i) With respect to any Purchased Stock, the Company may purchase, on one occasion, all or any portion of the shares of such Purchased 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 and (y) the sum of (A) the Base Price (or other applicable price paid by such Management Stockholder Entities for such Purchased Stock), 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 Company may purchase, on one occasion, 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, (1) if the Management Stockholder is not in violation of any of the provisions of Sections 12-17 of the Employment Agreement on the date that the Repurchase Notice is sent, the Fair Market Value on the Repurchase Calculation Date or (2) if the Management Stockholder is in violation of any of the provisions of Sections 12-17 of the Employment Agreement on the date that the Repurchase Notice is sent, the lesser of (x) the applicable price paid by such Management Stockholder Entities for such Stock and (y) the Fair Market Value on the Repurchase Calculation Date; and (ii) With respect to Common Stock issuable upon exercise of the Options, the Company may purchase, on one occasion, all or any portion of such shares of 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 applicable price, if any, paid by such Management Stockholder Entities for such Stock and (y) the applicable per share purchase price paid by Fair Market Value on the applicable Management Stockholder Entities for such Stock; and (iii) With respect to the Options, all such Options (whether or not then exercisable) held by the applicable Management Stockholder Entities shall automatically be terminated without any payment in respect thereofRepurchase Calculation Date.