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. Except as otherwise provided herein, if, prior to the fifth anniversary of the Initial Investment Date with respect to the Existing Stock and the Existing Option or the Investment Date with respect to the New Stock and the New Options, (i) the Management Stockholder's active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (or any subsidiary) for Cause, (ii) the beneficiaries of a Management Stockholder's Trust shall include any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted) or (iii) the Management Stockholder shall otherwise effect a transfer of any of the Stock other than as permitted in this Agreement (other than as may be required by applicable law or an order of a court having competent jurisdiction) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer (each, a "Section 6 (a) Call Event"): (A) with respect to the Stock then subject to this Section 6(a), the Company shall have the right to repurchase all 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 (A) the Base Price and (B) the Fair Market Value Per Share; and (B) with respect to the Options then subject to this Section 6(a), all Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof.

Termination for Cause by the Company and other Call Events. Except as otherwise provided herein, if, prior to (i) the fifth anniversary of the Initial Investment Date with respect to the Existing Stock and the Existing Option, (ii) January 1, 2008 with respect to the New Time Option Stock and the New Time Option or (iii) the fifth anniversary of the Investment Date with respect to the New Stock and the New OptionsTime/Performance Option, (i) the Management Stockholder's ’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (or any subsidiary) for Cause, (ii) the beneficiaries of a Management Stockholder's ’s Trust shall include any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted) or (iii) the Management Stockholder shall otherwise effect a transfer of any of the Stock other than as permitted in this Agreement (other than as may be required by applicable law or an order of a court having competent jurisdiction) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer (each, a "“Section 6 (a6(a) Call Event"”): (A) with respect to the Stock then subject to this Section 6(a), the Company shall have the right to repurchase all 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 (A) the Base Price and (B) the Fair Market Value Per Share; and; (B) with respect to the Options then subject to this Section 6(a), all Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof; and (C) with respect to any outstanding Restricted Stock Units, all unvested Restricted Stock Units shall terminate immediately, pursuant to the terms of the Restricted Stock Unit Award Agreement, without payment in respect thereof.

Termination for Cause by the Company and other Call Events. Except as otherwise provided herein, if, prior to the fifth anniversary of the Initial Investment Date with respect to the Existing Stock and the Existing Option or the Investment Date with respect to the New Stock and the New OptionsTime/Performance Option, (i) the Management Stockholder's active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (or any subsidiary) for Cause, (ii) the beneficiaries of a Management Stockholder's Trust shall include any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted) or (iii) the Management Stockholder shall otherwise effect a transfer of any of the Stock other than as permitted in this Agreement (other than as may be required by applicable law or an order of a court having competent jurisdiction) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer (each, a "Section 6 (a) Call Event"): (A) with respect to the Stock then subject to this Section 6(a), the Company shall have the right to repurchase all 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 (A) the Base Price and (B) the Fair Market Value Per Share; and (B) with respect to the Options then subject to this Section 6(a), all Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof.