Common use of The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment Clause in Contracts

The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability) and other Call Events. Except as otherwise provided in Section 2(c) of the Restricted Stock Grant, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiaries) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability), (iii) 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 children) or (iv) 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, other than Restricted 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 the lesser of (x) the Base Price and (y) the Book Value Per Share (or after a Public Offering, Market Value Per Share) (any such applicable repurchase price, the “Section 6(a) Repurchase Price”); and (B) With respect to the Options, all Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof. (b) Termination without Cause by the Company (other than due to his death or Permanent Disability), and Termination by the Management Stockholder with Good Reason. Except as otherwise provided herein, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiaries) without Cause (other than due to his death or Permanent Disability), or (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Management Stockholder with Good Reason, (each, a “Section 6(b) Call Event”): (A) With respect to the Stock, other than the Restricted Stock, 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 the Fair Market Value Per Share; 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 the price equal to the Fair Market Value Per Share 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 stock 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) or (e), as the case may be, of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall also terminate without payment immediately upon termination of employment.

The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination without Good Reason by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability) and other Call Events. Except as otherwise provided in Section 2(c) of the Restricted Stock Grantherein, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiariessubsidiaries) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiariessubsidiaries) is terminated by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability)Reason, (iii) 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 children) or ), (iv) 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, other than Restricted 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 the lesser of (x) the Base Price and (y) the Book Value Per Share before a Public Offering (or after a Public Offering, the Fair Market Value Per Share) (any such applicable repurchase price, the “Section 6(a) Repurchase Price”); and (B) With respect to the Options, all Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof. (b) Termination for Good Reason by Management Stockholder or without Cause by the Company (other than due to his death or Permanent Disability), and Termination by the Management Stockholder with Good ReasonCompany. Except as otherwise provided herein, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated as a result of a termination (i) by the Management Stockholder with Good Reason or (ii) by the Company (and/or, if applicable, its Subsidiariessubsidiaries) without Cause (other than due to his death or Permanent Disability), or (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Management Stockholder with Good Reason, (each, a “Section 6(b) Call Event”):), then the Company may: (A) With respect to the Stock, other than the Restricted Stock, 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 to: (x) before a Public Offering, (I) in the event of the Management Stockholder’s termination for Good Reason, the Book Value Per Share and (II) in the event of the Management Stockholder’s termination by the Company (and/or, if applicable, any Subsidiary) without Cause, the Fair Market Value Per ShareShare or (y) after a Public Offering, the Fair Market Value Per Share (any such applicable repurchase price, the “Section 6(b) Repurchase Price”); 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 the price equal to the Fair Market Value Per Share Section 6(b) Repurchase Price over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Shares in respect of the termination of all or any portion of the outstanding exercisable Options shall be terminated in exchange for such paymentheld by the applicable Management Stockholder Entity. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable stock 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, rights all exercisable but unexercised Options shall terminate pursuant to the terms of Section 3.2(d) or (e), as the case may be, of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall also terminate without payment immediately upon termination of employment, pursuant to the Stock Option Agreement.

The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination without Good Reason by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability) and other Call Events. Except as otherwise provided herein or in Section 2(c) of the Restricted Stock GrantAgreement, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiariesor any subsidiary) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiariessubsidiaries) is terminated by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability)Reason, (iii) 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 children) or ), (iv) 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, other than Restricted 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 the lesser of (x) the Base Price and (y) the Book Value Per Share before a Public Offering (or after a Public Offering, the Fair Market Value Per Share) (any such applicable repurchase price, the “Section 6(a) Repurchase Price”); and (B) With respect to the Options, all Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof. (b) Termination for Good Reason by Management Stockholder or without Cause by the Company (other than due to his death or Permanent Disability), and Termination by the Management Stockholder with Good ReasonCompany. Except as otherwise provided herein, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated as a result of a termination (i) by the Management Stockholder for Good Reason or (ii) by the Company (and/or, if applicable, its Subsidiariesany Subsidiary) without Cause (other than due to his death or Permanent Disability), or (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Management Stockholder with Good Reason, (each, a “Section 6(b) Call Event”):), then the Company may: (A) With respect to the Stock, other than the Restricted Stock, 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 to: (x) before a Public Offering, (I) in the event of the Management Stockholder’s termination for Good Reason, the Book Value Per Share and (II) in the event of the Management Stockholder’s termination by the Company (and/or, if applicable, any Subsidiary) without Cause, the Fair Market Value Per ShareShare or (y) after a Public Offering, the Fair Market Value Per Share (any such applicable repurchase price, the “Section 6(b) Repurchase Price”); 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 the price equal to the Fair Market Value Per Share Section 6(b) Repurchase Price over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Shares in respect of the termination of all or any portion of the outstanding exercisable Options shall be terminated in exchange for such paymentheld by the applicable Management Stockholder Entity. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable stock 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, rights all exercisable but unexercised Options shall terminate pursuant to the terms of Section 3.2(d) or (e), as the case may be, of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall also terminate without payment immediately upon termination of employment, pursuant to the Stock Option Agreement.

The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination without Good Reason by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability) and other Call Events. Except as otherwise provided herein or in Section 2(c) of the Restricted Stock GrantAgreement, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiariessubsidiaries) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiariessubsidiaries) is terminated by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability)Reason, (iii) 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 children) or ), (iv) 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, other than Restricted 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 the lesser of (x) the Base Price and (y) the Book Value Per Share before a Public Offering (or after a Public Offering, the Fair Market Value Per Share) (any such applicable repurchase price, the “Section 6(a) Repurchase Price”); and (B) With respect to the Options, all Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof. (b) Termination for Good Reason by Management Stockholder or without Cause by the Company (other than due to his death or Permanent Disability), and Termination by the Management Stockholder with Good ReasonCompany. Except as otherwise provided herein, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated as a result of a termination (i) by the Management Stockholder with Good Reason or (ii) by the Company (and/or, if applicable, its Subsidiariessubsidiaries) without Cause (other than due to his death or Permanent Disability), or (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Management Stockholder with Good Reason, (each, a “Section 6(b) Call Event”):), then the Company may: (A) With respect to the Stock, other than the Restricted Stock, 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 to: (x) before a Public Offering, (I) in the event of the Management Stockholder’s termination for Good Reason, the Book Value Per Share and (II) in the event of the Management Stockholder’s termination by the Company (and/or, if applicable, any Subsidiary) without Cause, the Fair Market Value Per ShareShare or (y) after a Public Offering, the Fair Market Value Per Share (any such applicable repurchase price, the “Section 6(b) Repurchase Price”); 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 the price equal to the Fair Market Value Per Share Section 6(b) Repurchase Price over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Shares in respect of the termination of all or any portion of the outstanding exercisable Options shall be terminated in exchange for such paymentheld by the applicable Management Stockholder Entity. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable stock 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, rights all exercisable but unexercised Options shall terminate pursuant to the terms of Section 3.2(d) or (e), as the case may be, of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall also terminate without payment immediately upon termination of employment, pursuant to the Stock Option Agreement.

The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability) and other Call Events. Except as otherwise provided in Section 2(c) of the Restricted Stock Grantherein, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiariessubsidiaries) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiariessubsidiaries) is terminated by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability)Stockholder, (iii) 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 children) or (iv) 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, other than Restricted 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 the lesser of (x) the Base Price Fair Market Value Per Share and (y) the Book Value Per Share (or after a Public Offering, Market Value Per Share) (any such applicable repurchase price, the “Section 6(a) Repurchase Price”); and (B) With respect to the OptionsOptions in the event of a termination for Cause by the Company, all Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof.; and (b) Termination without Cause by the Company (other than due to his death or Permanent Disability), and Termination by the Management Stockholder with Good Reason. Except as otherwise provided herein, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiaries) without Cause (other than due to his death or Permanent Disability), or (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Management Stockholder with Good Reason, (each, a “Section 6(b) Call Event”): (AC) With respect to the Stock, other than Options in the Restricted Stock, the Company may purchase all or any portion event of the shares of such Stock then held a termination by the applicable Management Stockholder Entities at a per share purchase price equal to the Fair Market Value Per Share; and (B) With respect to the OptionsStockholder, 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 the price equal to the Fair Market Value Per Share Section 6(a) Repurchase Price over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Shares in respect of the termination of all or any portion of the outstanding exercisable Options shall be terminated in exchange for such paymentheld by the applicable Management Stockholder Entity. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable stock 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, rights all exercisable but unexercised Options shall terminate pursuant to the terms of Section 3.2(d3.2(f) or (e), as the case may be, of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall also terminate without payment immediately upon termination of employment, pursuant to the Stock Option Agreement.

The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination by the Management Stockholder without Good Reason (other than due to his Retirement, death or Permanent Disability) and other Call Events. Except as otherwise provided in Section 2(c) of the Restricted Stock Grantherein, if, prior to the fifth anniversary of the Effective Lapse Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiariessubsidiaries) for CauseCause , (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiariessubsidiaries) is terminated by the Management Stockholder without Good Reason (other than due to his Retirement, death or Permanent Disability) (a “Section 6(a)(ii) Call Event”), (iii) 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 children) or (iv) 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, other than Restricted Stock, the Company (for the purpose of providing a market for the Stock for the applicable Management Stockholder Entities) 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 the lesser of (x) the Base Price and (y) the Book Value Per Share (or after a Public Offering, Fair Market Value Per Share) (any such applicable repurchase price, the “Section 6(a) Repurchase Price”); and, except that, in the case of a Section 6(a)(ii) Call Event that occurs on or after December 31, 2007, the Section 6(a) Repurchase Price shall be equal to Fair Market Value; (B) With respect subject to the OptionsStock Option Agreement, all Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof.; and (bC) Termination without Cause by the Company (other than due to his death or Permanent Disability), and Termination by for the purpose of providing a market for the Stock for the applicable Management Stockholder with Good Reason. Except as otherwise provided herein, if, prior to the fifth anniversary of the Effective Date, (iEntities) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiaries) without Cause (other than due to his death or Permanent Disability), or (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Management Stockholder with Good Reason, (each, a “Section 6(b) Call Event”): (A) With respect to the Stock, other than the Restricted Stock, the Company may purchase all or any portion of the shares of such the Stock then held by issued upon the applicable Management Stockholder Entities exercise of any of the Options that is not terminated pursuant to clause (B) at a per share purchase price equal to the Fair Market Value Per Share; 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 the price equal to the Fair Market Value Per Share 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 stock 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) or (e6(a), as the case may be, of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall also terminate without payment immediately upon termination of employment.

The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability) and other Call Events. Except as otherwise provided in Section 2(c) of the Restricted Stock Grant, ifIf, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiaries) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability), (iii) 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 children) or (iv) 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, other than Restricted 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 the lesser of (x) the Base Price and (y) the Book Value Per Share (or after a Public Offering, Market Value Per Share) (any such applicable repurchase price, the “Section 6(a) Repurchase Price”); and (B) With respect to the Options, all Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof. (b) Termination without Cause by the Company (other than due to his death or Permanent Disability), and Termination by the Management Stockholder with Good Reason. Except as otherwise provided herein, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiaries) without Cause (other than due to his death or Permanent Disability), or (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Management Stockholder with Good Reason, (each, a “Section 6(b) Call Event”): (A) With respect to the Stock, other than the Restricted Stock, 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 the Fair Market Value Per Share; 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 the price equal to the Fair Market Value Per Share 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 stock 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) or (e), as the case may be, of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall also terminate without payment immediately upon termination of employment.

The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment. (a) Termination for Cause by the Company, Termination by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability) and other Call Events. Except as otherwise provided in Section 2(c) of the Restricted Stock Grantherein, if, prior to the fifth anniversary of the Effective DateDecember 31, 2011, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiariessubsidiaries) for Cause, (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Management Stockholder without Good Reason (other than due to his death or Permanent Disability), (iii) 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 children) or, if at any time after any such transfer there shall be no then living spouse or lineal descendants, then to the ultimate beneficiaries of any such trust or to the estate of a deceased beneficiary or (iviii) 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(a4(a) Call Event”): (A) With respect to the Stock, other than Restricted 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 the lesser of (x) the Base Price Fair Market Value Per Share on the applicable repurchase date and (y) the Book Value Per Share Base Price (or after a Public Offeringor, Market Value Per Sharewith respect to any Option Stock, the Option Exercise Price) (any such applicable repurchase price, the “Section 6(a4(a) Repurchase Price”); and (B) With respect to the Options, all such Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof. (b) Termination without Cause by the Company (other than due to his death or Permanent Disability), and Termination by the Management Stockholder with Good Reason. Except as otherwise provided herein, if, prior to the fifth anniversary of the Effective Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Company (and/or, if applicable, its Subsidiaries) without Cause (other than due to his death or Permanent Disability), or (ii) the Management Stockholder’s active employment with the Company (and/or, if applicable, its Subsidiaries) is terminated by the Management Stockholder with Good Reason, (each, a “Section 6(b) Call Event”): (A) With respect to the Stock, other than the Restricted Stock, 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 the Fair Market Value Per Share; 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 the price equal to the Fair Market Value Per Share 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 stock 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) or (e), as the case may be, of the Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall also terminate without payment immediately upon termination of employment.