Common use of Vesting Termination of Employment Clause in Contracts

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall vest and become exercisable as follows, in each case so long as the Participant’s Employment has not theretofore terminated: (i) Prior to the first (1st) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable; (ii) On and after the first (1st) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 20% of the Shares; (iii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the Shares. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated by the Company without Cause, or due to the Participant’s death or Disability, the Participant shall be vested in an additional 20% of the Shares originally subject to the Option. The Option shall, to the extent not previously vested or vesting as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (d) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b) or (c) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (e) Upon the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable. (f) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall vest and become exercisable as follows, in each case so long as the Participant’s Employment has not theretofore terminated: (i) Prior to the first (1st) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable; (ii) On and after the first (1st) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 20% of the Shares; (iii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the Shares. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated by the Company without Cause, by the Participant for Good Reason (as defined in the Employment Agreement), or due to the Participant’s death or Disability, the Participant shall be vested in an additional 20% of the Shares originally subject to the Option. The Option shall, to the extent not previously vested or vesting as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (d) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b) or (c) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (e) Upon the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable. (f) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall is eligible to vest and become exercisable with respect to *******.* Shares for each of the Company’s ****, ****, ****, **** and **** calendar years if the EBITDA target attached hereto as followsExhibit A (the “Target”) for such year is achieved, in each case so long as such vesting to occur, if at all, on the date that the Company’s audited financial statements for the applicable calendar year are presented to the Committee, and only if the Participant’s Employment has did not theretofore terminatedterminate prior to December thirty-one (31) of the applicable calendar year, and as set forth below: (i) Prior to if performance is below the first (1st) anniversary of the Date of GrantTarget for a calendar year, no portion of the Option eligible to vest for that calendar year shall vest or be become vested and exercisable;; or (ii) On and after if performance for a calendar year meets or exceeds the first (1st) anniversary Target for that calendar year, the full amount of the Date Option eligible to vest for that calendar year shall become vested and exercisable. The Target will be subject to adjustment in the event of Grantunforeseen events, including but not limited to changes in capitalization, and acquisitions and dispositions. The Committee shall determine in good faith whether the Option shall vest and be exercisable with respect to an aggregate of 20% of the Shares; (iii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the SharesTarget for a calendar year has been attained. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated by the Company Group without Cause, or due to the Participant’s death or Disability, the Participant shall be become vested in an additional 20% of the Shares originally subject to the Option, but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or vesting eligible to become vested as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a3(a)(ii). (d) If the Participant’s Employment is terminated due to the Participant’s death or Disability, the Participant shall become vested in a number of Shares equal to 20% of the Shares originally subject to the Option multiplied by a fraction, the numerator of which is the number of days elapsed in the applicable calendar year of termination prior to such termination of Employment and the denominator of which is 365, but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or eligible to become vested as described in this Section 2(d), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a)(i). (e) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b), (c) or (cd) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a3(a)(iii). (ef) Upon If the occurrence Participant is employed by a member of the Company Group on the date of consummation of a TransactionLiquidity Event, all Shares originally subject to the Option shall, to (including those previously eligible for vesting under Section 2(a) which did not vest) shall vest and become exercisable if the extent not then vested, automatically become fully vested and exercisableExisting Owner Group achieves a 25% Internal Rate of Return in connection with the Liquidity Event. (fg) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall is eligible to vest and become exercisable with respect to Shares for each of the Company’s 2007, 2008, 2009 and 2010 calendar years and for the Company’s 2011 calendar year if the EBITDA target attached hereto as followsExhibit A (the “Target”) for such year is achieved, in each case so long as such vesting to occur, if at all, on the date that the Company’s audited financial statements for the applicable calendar year are presented to the Committee, and only if the Participant’s Employment has did not theretofore terminatedterminate prior to December thirty-one (31) of the applicable calendar year, and as set forth below: (i) Prior to if performance is below the first (1st) anniversary of the Date of GrantTarget for a calendar year, no portion of the Option eligible to vest for that calendar year shall vest or be become vested and exercisable;; or (ii) On and after if performance for a calendar year meets or exceeds the first (1st) anniversary of the Date of GrantTarget for that calendar year, the Option shall vest and be exercisable with respect to an aggregate of full 20% of the Shares; (iii) On Option eligible to vest for that calendar year shall become vested and after exercisable. The Target will be subject to adjustment in the second (2nd) anniversary event of unforeseen events, including but not limited to changes in capitalization, and acquisitions and dispositions. The Committee shall determine in good faith whether the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the SharesTarget for a calendar year has been attained. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated without Cause or by the Company without Cause, or due to Participant for Good Reason (as defined in the Participant’s death or DisabilityEmployment Agreement), the Participant shall be become vested in an additional 20% of the Shares originally subject to the OptionOption but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or vesting eligible to become vested as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (d) If the Participant’s Employment is terminated due to the Participant’s death or Disability, or by reason of the Company or HBC providing notice to the Participant that it is not renewing the term of the Employment Agreement, the Participant shall become vested in a number of Shares equal to 20% of the Shares originally subject to the Option multiplied by a fraction, the numerator of which is the number of days elapsed in the applicable calendar year of termination prior to such termination of Employment and the denominator of which is 365, but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or eligible to become vested as described in this Section 2(d), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (e) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b), (c) or (cd) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (ef) Upon If the occurrence Participant is employed by a member of the Company Group on the date of consummation of a TransactionLiquidity Event, all Shares originally subject to the Option shall, to (including those previously eligible for vesting under Section 2(a) which did not vest) shall vest and become exercisable if the extent not then vested, automatically become fully vested and exercisableExisting Owner Group achieves a 25% Internal Rate of Return in connection with the Liquidity Event. (fg) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall vest and become exercisable as follows, in each case so long as the Participant’s Employment has not theretofore terminated: (i) Prior to the first (1st) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable; (ii) On and after the first (1st1st ) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 20% of the Shares; (iii) On and after the second (2nd2nd ) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th4th ) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th5th ) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the Shares. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated without Cause, by the Participant for Good Reason (as defined in the Employment Agreement), by reason of the Company without Causeor HBC providing notice to the Participant that it is not renewing the term of the Employment Agreement, or due to the Participant’s death or Disability, the Participant shall be vested in an additional 20% of the Shares originally subject to the Option. The Option shall, to the extent not previously vested or vesting as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (d) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b) or (c) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (e) Upon the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable. (f) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall is eligible to vest and become exercisable with respect to 142,420.7 Shares for each of the Company’s 2007, 2008, 2009 and 2010 calendar years and 142,420.9 for the Company’s 2011 calendar year if the EBITDA target attached hereto as followsExhibit A (the “Target”) for such year is achieved, in each case so long as such vesting to occur, if at all, on the date that the Company’s audited financial statements for the applicable calendar year are presented to the Committee, and only if the Participant’s Employment has did not theretofore terminatedterminate prior to December thirty-one (31) of the applicable calendar year, and as set forth below: (i) Prior to if performance is below the first (1st) anniversary of the Date of GrantTarget for a calendar year, no portion of the Option eligible to vest for that calendar year shall vest or be become vested and exercisable;; or (ii) On and after if performance for a calendar year meets or exceeds the first (1st) anniversary of the Date of GrantTarget for that calendar year, the Option shall vest and be exercisable with respect to an aggregate of full 20% of the Shares; (iii) On Option eligible to vest for that calendar year shall become vested and after exercisable. The Target will be subject to adjustment in the second (2nd) anniversary event of unforeseen events, including but not limited to changes in capitalization, and acquisitions and dispositions. The Committee shall determine in good faith whether the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the SharesTarget for a calendar year has been attained. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated without Cause or by the Company without Cause, or due to Participant for Good Reason (as defined in the Participant’s death or DisabilityEmployment Agreement), the Participant shall be become vested in an additional 20% of the Shares originally subject to the OptionOption but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or vesting eligible to become vested as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (d) If the Participant’s Employment is terminated due to the Participant’s death or Disability, or by reason of the Company or HBC providing notice to the Participant that it is not renewing the term of the Employment Agreement, the Participant shall become vested in a number of Shares equal to 20% of the Shares originally subject to the Option multiplied by a fraction, the numerator of which is the number of days elapsed in the applicable calendar year of termination prior to such termination of Employment and the denominator of which is 365, but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or eligible to become vested as described in this Section 2(d), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (e) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b), (c) or (cd) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (ef) Upon If the occurrence Participant is employed by a member of the Company Group on the date of consummation of a TransactionLiquidity Event, all Shares originally subject to the Option shall, to (including those previously eligible for vesting under Section 2(a) which did not vest) shall vest and become exercisable if the extent not then vested, automatically become fully vested and exercisableExisting Owner Group achieves a 25% Internal Rate of Return in connection with the Liquidity Event. (fg) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall be eligible to vest and become exercisable as follows, in each case so long as with respect to twenty percent (20%) of the Participant’s Employment has not theretofore terminated: (i) Prior Class A Units subject to the first (1st) Option on each of the first, second, third, fourth and fifth anniversaries of the Date of Grant, such that the Option shall be vested and exercisable with respect to 100% of the Class A Units subject to the Option on the fifth anniversary of the Date of Grant. (b) In the event of a Sale Transaction, no portion of the Units subject to the Option shall vest or be exercisable; (ii) On deemed to be fully vested and after the first (1st) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 20% of the Shares; (iii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the Shares. Class A Units subject to the Option. (c) The portion of the Option which that has become vested and exercisable as described herein in accordance with the terms of this Section 2 is hereinafter referred to as the “Vested Portion”. The portion of the Option that is not a Vested Portion shall be referred to as the “Unvested Portion”.” (bd) If (i) the Participant’s Employment is terminated (A) for Cause, (B) due to the Participant’s resignation after an inquiry by the Board as to the existence of Cause has been initiated and the Board determines that Cause existed as of the date of such resignation, or (C) due to the Participant’s resignation at a time when Participant has committed acts or omissions that would constitute Cause, (ii) the Participant’s Employment is terminated due to the Participant’s resignation other than for Good Reason prior to the fifth anniversary of the Date of Grant, or (iii) the Participant violates any Restrictive Covenant, then both the Vested Portion and Unvested Portion shall be automatically terminated and cancelled effective on the earliest of the date the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated by the Company without Cause, Cause or due to the Participant’s death resignation other than for Good Reason, or Disabilitythe date the act or omission constituting Cause or a violation of any Restrictive Covenant is determined to have occurred, the Participant shall be vested in an additional 20% of the Shares originally subject to the Option. The Option shallas applicable, to the extent not previously vested or vesting as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a. 1 Will be FMV (initially $1 per Class A Unit). (de) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b) or (c) of this Section 2Employment, the Unvested Portion of the Option shall, to the extent not previously vested, shall automatically be automatically canceled cancelled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a) (other than as described in Section 2(d). (e) ). Upon termination of the occurrence of a TransactionParticipant’s Employment, the Participant, by the Participant’s execution of this Agreement, shall be deemed to have (i) agreed that the Unvested Portion of the Option shallshall be forfeited as of the time of termination, and shall not vest during any severance period or common law reasonable notice of termination, regardless of the reason for termination including, without limitation, a termination of the Participant’s Employment without Cause, and (ii) irrevocably waived any and all rights to a claim for such Class A Units subject to the extent not then vested, automatically become fully vested and exercisableOption or other compensation in lieu of such Class A Units subject to the Option. (f) In Notwithstanding anything to the contrary in Section 7.9(c)(i) of the LLC Agreement, in the event of a Transaction that the Committee may either (i) cancel Participant resigns without Good Reason on or after the Option and make payment in connection with such cancellation equal to the excess, if any, fifth anniversary of the Fair Market Date of Grant, the Repurchase Price (as defined in the LLC Agreement) shall be the Deemed Liquidation Value (as defined in the LLC Agreement) of the Shares subject to such Option over Participant’s Repurchase Securities (as defined in the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the BoardLLC Agreement).

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall vest and become exercisable as follows, in each case so long as the Participant’s Employment has not theretofore terminated: (i) Prior to the first (1st) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable; (ii) On and after the first (1st) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 20% of the *******.* Shares; (iii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the *******.* Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the ******.* Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the *******.* Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the ******* Shares. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated by the Company Group without Cause, or due to the Participant’s death or Disability, the Participant shall be vested in an additional 20% of the Shares originally subject to the Option, to a maximum amount of unvested Options at the time of termination. The Option shall, to the extent not previously vested or vesting as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period periods set forth in Section 3(a)Sections 3(a)(i) or (ii) as applicable. (d) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b) or (c) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a3(a)(ii). (e) Upon the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable. (f) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall is eligible to vest and become exercisable with respect to Shares for each of the Company’s 2007, 2008, 2009 and 2010 calendar years and for the Company’s 2011 calendar year if the EBITDA target attached hereto as followsExhibit A (the “Target”) for such year is achieved, in each case so long as such vesting to occur, if at all, on the date that the Company’s audited financial statements for the applicable calendar year are presented to the Committee, and only if the Participant’s Employment has did not theretofore terminatedterminate prior to December thirty-one (31) of the applicable calendar year, and as set forth below: (i) Prior to if performance is below the first (1st) anniversary of the Date of GrantTarget for a calendar year, no portion of the Option eligible to vest for that calendar year shall vest or be become vested and exercisable;; or (ii) On and after if performance for a calendar year meets or exceeds the first (1st) anniversary of the Date of GrantTarget for that calendar year, the Option shall vest and be exercisable with respect to an aggregate of full 20% of the Shares; (iii) On Option eligible to vest for that calendar year shall become vested and after exercisable. The Target will be subject to adjustment in the second (2nd) anniversary event of unforeseen events, including but not limited to changes in capitalization, and acquisitions and dispositions. The Committee shall determine in good faith whether the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the SharesTarget for a calendar year has been attained. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated without Cause or by the Company without Cause, or due to Participant for Good Reason (as defined in the Participant’s death or DisabilityEmployment Agreement), the Participant shall be become vested in an additional 20% of the Shares originally subject to the OptionOption but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or vesting eligible to become vested as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (d) If the Participant’s Employment is terminated due to the Participant’s death or Disability, or by reason of the Company or HBC providing notice to the Participant that it is not renewing the term of the Employment Agreement, the Participant shall become vested in a number of Shares equal to 20% of the Shares originally subject to the Option multiplied by a fraction, the numerator of which is the number of days elapsed in the applicable calendar year of termination prior to such termination of Employment and the denominator of which is 365, but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or eligible to become vested as described in this Section 2(d), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (e) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b), (c) or (cd) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (ef) Upon If the occurrence Participant is employed by a member of the Company Group on the date of consummation of a TransactionLiquidity Event, all Shares originally subject to the Option shall, to (including those previously eligible for vesting under Section 2(a) which did not vest) shall vest and become exercisable if the extent not then vested, automatically become fully vested and exercisableExisting Owner Group achieves a 30% Internal Rate of Return in connection with the Liquidity Event. (fg) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall is eligible to vest and become exercisable with respect to *******.* Shares for each of the Company’s ****, ****, ****, **** and ****calendar years if the EBITDA target attached hereto as followsExhibit A (the “Target”) for such year is achieved, in each case so long as such vesting to occur, if at all, on the date that the Company’s audited financial statements for the applicable calendar year are presented to the Committee, and only if the Participant’s Employment has did not theretofore terminatedterminate prior to December thirty-one (31) of the applicable calendar year, and as set forth below: (i) Prior to if performance is below the first (1st) anniversary of the Date of GrantTarget for a calendar year, no portion of the Option eligible to vest for that calendar year shall vest or be become vested and exercisable;; or (ii) On and after if performance for a calendar year meets or exceeds the first (1st) anniversary Target for that calendar year, the full amount of the Date Option eligible to vest for that calendar year shall become vested and exercisable. The Target will be subject to adjustment in the event of Grantunforeseen events, including but not limited to changes in capitalization, and acquisitions and dispositions. The Committee shall determine in good faith whether the Option shall vest and be exercisable with respect to an aggregate of 20% of the Shares; (iii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the SharesTarget for a calendar year has been attained. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated by the Company Group without Cause, or due to the Participant’s death or Disability, the Participant shall be become vested in an additional 20% of the Shares originally subject to the Option, but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or vesting eligible to become vested as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a3(a)(ii). (d) If the Participant’s Employment is terminated due to the Participant’s death or Disability, the Participant shall become vested in a number of Shares equal to 20% of the Shares originally subject to the Option multiplied by a fraction, the numerator of which is the number of days elapsed in the applicable calendar year of termination prior to such termination of Employment and the denominator of which is 365, but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or eligible to become vested as described in this Section 2(d), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a)(i). (e) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b), (c) or (cd) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a3(a)(iii). (ef) Upon If the occurrence Participant is employed by a member of the Company Group on the date of consummation of a TransactionLiquidity Event, all Shares originally subject to the Option shall, to (including those previously eligible for vesting under Section 2(a) which did not vest) shall vest and become exercisable if the extent not then vested, automatically become fully vested and exercisableExisting Owner Group achieves a 30% Internal Rate of Return in connection with the Liquidity Event. (fg) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof The Administrator will determine the time or times at which an Option will vest or become exercisable and the earlier termination or cancellation of the terms on which an Option as requiring exercise will remain exercisable. The vesting and exercise terms will be set forth herein or in an Option agreement between BLC and the PlanParticipant. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Option, regardless of any adverse or potentially adverse tax or other consequences resulting from such acceleration. Unless an Option shall vest and become exercisable as followsagreement expressly provides otherwise, in each case so long as however, the following rules will apply if a Participant’s Employment has not theretofore terminatedemployment terminates: (i) Prior to Upon the first (1st) anniversary termination of the Date of GrantParticipant’s employment for any reason, no portion of the Option shall vest or all Options held by a Participant that are not vested will immediately terminate and be exercisable;forfeited. (ii) On and after Except as described below, all vested Options held by the first (1st) anniversary Participant immediately prior to the termination of the Date Participant’s employment that have not been exercised will be restricted from exercise in accordance with Section 5(c) of Grantthe Plan and upon the lapse of such restriction, the Option shall vest and vested Options will thereafter be exercisable with respect for the earlier of (A) a period of three months or (B) the period ending on the latest date on which such Option could have been exercised without regard to an aggregate of 20% of the Shares;this Section, and will thereupon immediately terminate. (iii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the Shares. The portion of the Option which has become vested and exercisable Except as described herein is hereinafter referred below, all vested Options held by a Participant immediately prior to as the “Vested Portion.” (b) If termination of the Participant’s Employment is terminated for Causeemployment due to his or her death or disability (as determined by Company policy), to the extent then exercisable, will be restricted from exercise in accordance with Section 5(c) of the Plan and upon the lapse of such restriction, the Option shall, whether or not then vested, vested Options will thereafter be automatically canceled without payment exercisable for the earlier of consideration therefor. (cA) If the Participant’s Employment is terminated by one year period ending with the Company without Cause, or due to first anniversary of the Participant’s death or Disabilitydisability, as applicable, or (B) the Participant shall be vested in an additional 20% of period ending on the Shares originally subject latest date on which such Option could have been exercised without regard to the Option. The Option shall, to the extent not previously vested or vesting as described in this Section 2(c), be automatically canceled without payment of consideration thereforSection, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a)will thereupon immediately terminate. (div) Upon All Options (whether or not vested) held by a Participant immediately prior to termination of the Participant’s Employment employment will immediately terminate if the termination is for any reason other than those set forth Cause or occurs in Paragraph (b) or (c) of this Section 2, circumstances that in the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion sole determination of the Option shall remain exercisable Administrator would have constituted grounds for the period set forth in Section 3(a)Participant’s employment to be terminated for Cause. (e) Upon the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable. (f) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall be eligible to vest and become exercisable as follows, in each case so long as with respect to twenty percent (20%) of the Participant’s Employment has not theretofore terminated: (i) Prior Class A Units subject to the first (1st) anniversary Option on each of the Date first, second, third, fourth and fifth anniversaries of Grantthe Reference Date, no portion of such that the Option shall vest or be exercisable; (ii) On vested and after the first (1st) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 20100% of the Shares; (iii) On and after Class A Units subject to the second (2nd) Option on the fifth anniversary of the Date Reference Date. (b) In the event of Granta Sale Transaction, the Units subject to the Option shall vest be deemed to be fully vested and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the Shares. Class A Units subject to the Option. (c) The portion of the Option which that has become vested and exercisable as described herein in accordance with the terms of this Section 2 is hereinafter referred to as the “Vested Portion”. The portion of the Option that is not a Vested Portion shall be referred to as the “Unvested Portion”.” (bd) If (i) the Participant’s Employment is terminated (A) for Cause, (B) due to the Participant’s resignation after an inquiry by the Board as to the existence of Cause has been initiated and the Board determines that Cause existed as of the date of such resignation, or (C) due to the Participant’s resignation at a time when Participant has committed acts or omissions that would constitute Cause, (ii) the Participant’s Employment is terminated due to the Participant’s resignation other than for Good Reason prior to the fifth anniversary of the Reference Date, or (iii) the Participant violates any Restrictive Covenant, then both the Vested Portion and Unvested Portion shall be automatically terminated and cancelled effective on the earliest of the date the Participant’s Employment is terminated for CauseCause or due to the Participant’s resignation other than for Good Reason, or the Option shalldate the act or omission constituting Cause or a violation of any Restrictive Covenant is determined to have occurred, whether or not then vestedas applicable, be automatically canceled without payment of consideration therefor. 1 Will be FMV (c) If the Participant’s Employment is terminated by the Company without Cause, or due to the Participant’s death or Disability, the Participant shall be vested in an additional 20% of the Shares originally subject to the Option. The Option shall, to the extent not previously vested or vesting as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(ainitially $1 per Class A Unit). (de) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b) or (c) of this Section 2Employment, the Unvested Portion of the Option shall, to the extent not previously vested, shall automatically be automatically canceled cancelled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a) (other than as described in Section 2(d). (e) ). Upon termination of the occurrence of a TransactionParticipant’s Employment, the Participant, by the Participant’s execution of this Agreement, shall be deemed to have (i) agreed that the Unvested Portion of the Option shallshall be forfeited as of the time of termination, and shall not vest during any severance period or common law reasonable notice of termination, regardless of the reason for termination including, without limitation, a termination of the Participant’s Employment without Cause, and (ii) irrevocably waived any and all rights to a claim for such Class A Units subject to the extent not then vested, automatically become fully vested and exercisableOption or other compensation in lieu of such Class A Units subject to the Option. (f) In Notwithstanding anything to the contrary in Section 7.9(c)(i) of the LLC Agreement, in the event of a Transaction that the Committee may either (i) cancel Participant resigns without Good Reason on or after the Option and make payment in connection with such cancellation equal to the excess, if any, fifth anniversary of the Fair Market Reference Date, the Repurchase Price (as defined in the LLC Agreement) shall be the Deemed Liquidation Value (as defined in the LLC Agreement) of the Shares subject to such Option over Participant’s Repurchase Securities (as defined in the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the BoardLLC Agreement).

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall vest and become exercisable as follows, in each case so long as the ParticipantOptionee’s Employment has not theretofore terminated: (i) Prior to the first (1st) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable; (ii) On and after the first (1st) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 20% of the Option Shares; (iii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Option Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Option Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Option Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the Option Shares. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated by the Company without Cause, or due to the Participant’s death or Disability, the Participant shall be vested in an additional 20% of the Shares originally subject to the Option. The Option shall, to the extent not previously vested or vesting as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (d) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b) or (c) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (e) Upon the occurrence of a TransactionChange in Control, the Option shall, to the extent not then vested, automatically become fully vested and exercisable. (f) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.

Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall is eligible to vest and become exercisable with respect to 142,420.7 Shares for each of the Company’s 2007, 2008, 2009 and 2010 calendar years and 142,420.9 for the Company’s 2011 calendar year if the EBITDA target attached hereto as followsExhibit A (the “Target”) for such year is achieved, in each case so long as such vesting to occur, if at all, on the date that the Company’s audited financial statements for the applicable calendar year are presented to the Committee, and only if the Participant’s Employment has did not theretofore terminatedterminate prior to December thirty-one (31) of the applicable calendar year, and as set forth below: (i) Prior to if performance is below the first (1st) anniversary of the Date of GrantTarget for a calendar year, no portion of the Option eligible to vest for that calendar year shall vest or be become vested and exercisable;; or (ii) On and after if performance for a calendar year meets or exceeds the first (1st) anniversary of the Date of GrantTarget for that calendar year, the Option shall vest and be exercisable with respect to an aggregate of full 20% of the Shares; (iii) On Option eligible to vest for that calendar year shall become vested and after exercisable. The Target will be subject to adjustment in the second (2nd) anniversary event of unforeseen events, including but not limited to changes in capitalization, and acquisitions and dispositions. The Committee shall determine in good faith whether the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares; (iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares; (v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and (vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the SharesTarget for a calendar year has been attained. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment is terminated without Cause or by the Company without Cause, or due to Participant for Good Reason (as defined in the Participant’s death or DisabilityEmployment Agreement), the Participant shall be become vested in an additional 20% of the Shares originally subject to the OptionOption but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or vesting eligible to become vested as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (d) If the Participant’s Employment is terminated due to the Participant’s death or Disability, or by reason of the Company or HBC providing notice to the Participant that it is not renewing the term of the Employment Agreement, the Participant shall become vested in a number of Shares equal to 20% of the Shares originally subject to the Option multiplied by a fraction, the numerator of which is the number of days elapsed in the applicable calendar year of termination prior to such termination of Employment and the denominator of which is 365, but only if the Target is met or exceeded for the year of termination. The Option shall, to the extent not previously vested or eligible to become vested as described in this Section 2(d), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a). (e) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b), (c) or (cd) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (ef) Upon If the occurrence Participant is employed by a member of the Company Group on the date of consummation of a TransactionLiquidity Event, all Shares originally subject to the Option shall, to (including those previously eligible for vesting under Section 2(a) which did not vest) shall vest and become exercisable if the extent not then vested, automatically become fully vested and exercisableExisting Owner Group achieves a 30% Internal Rate of Return in connection with the Liquidity Event. (fg) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.