Common use of Termination for Cause by the Company and other Call Events Clause in Contracts

Termination for Cause by the Company and other Call Events. If at any time (i) the Management Stockholder’s active employment with the Company (or, if applicable, its Subsidiaries or Affiliates) is terminated by the Company (or, if applicable, its Subsidiaries or Affiliates) for Cause or (ii) within 18 months following any termination of the Management Stockholder’s employment with the Company (and/or, if applicable, its Subsidiaries or Affiliates), the Management Stockholder engages in a Competing Business (such event under item (ii), a “Section 6(b)(ii) Call Event” and each event described above under items (i) and (ii), a “Section 6(b) Call Event”), then: (i) With respect to Stock or Net Settled Stock (and in the case of a Section 6(b)(ii) Call Event, with respect to Option Stock only), 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 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 of the Stock; and (ii) With respect to any outstanding Options (whether vested or unvested), all outstanding Options shall be automatically terminated without any payment in respect thereof upon the occurrence of the Section 6(b) Call Event. (iii) Notwithstanding the foregoing, to the extent the Management Stockholder engages in a Section 6(b)(ii) Call Event after the Management Stockholder has exercised his or her outstanding Options and/or sold the underlying Option Stock, Section 22(c) shall apply.

Termination for Cause by the Company and other Call Events. If at any time (i) the Management Stockholder’s active employment with the Company (or, if applicable, its Subsidiaries or Affiliates) is terminated by the Company (or, if applicable, its Subsidiaries or Affiliates) for Cause or (ii) within 18 months following any termination of the Management Stockholder’s employment with the Company (and/or, if applicable, its Subsidiaries or Affiliates), the Management Stockholder engages in a Competing Business (such event under item (ii), a “Section 6(b)(ii) Call Event” and each event described above under items (i) and (ii), a “Section 6(b) Call Event”), then: (i) With respect to Stock or Net Settled Stock (and in the case of a Section 6(b)(ii) Call Event, with respect to Option Stock only), 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 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 of the Stock; and (ii) With respect to any outstanding Options (whether vested or unvested), all outstanding Options shall be automatically terminated without any payment in respect thereof upon the occurrence of the Section 6(b) Call Event. (iii) Notwithstanding the foregoing, to the extent the Management Stockholder engages in a Section 6(b)(ii) Call Event after the Management Stockholder has exercised his or her outstanding Options and/or sold the underlying Option Stock, Section 22(c) shall apply.)