EXHIBIT 10.25
MANAGEMENT EQUITY AGREEMENT
BETWEEN
FOREST PRODUCTS HOLDINGS, L.L.C.
AND
EACH OF THE PERSONS
LISTED ON THE
SIGNATURE PAGES HERETO
DATED AS OF NOVEMBER 29, 2004
THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER STATE SECURITIES LAWS.
THE SECURITIES ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION
AND QUALIFICATION REQUIREMENTS. THE SECURITIES CANNOT BE SOLD, TRANSFERRED,
ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON
TRANSFERABILITY SET FORTH IN THIS AGREEMENT AND APPLICABLE FEDERAL AND STATE
SECURITIES LAWS.
TABLE OF CONTENTS
Page
----
1. PURCHASE AND SALE OF CLASS B UNITS.......................................4
2. GRANT OF CLASS C UNITS...................................................6
3. REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGMENTS.........................10
4. REPURCHASE OPTION.......................................................11
5. RESTRICTIONS ON TRANSFER................................................14
6. ADDITIONAL RESTRICTIONS ON TRANSFER.....................................15
7. SALE OF THE COMPANY.....................................................16
8. VOTING AGREEMENT........................................................16
9. DEFINITIONS.............................................................17
10. NOTICES.................................................................21
11. GENERAL PROVISIONS......................................................23
12. PUBLIC OFFERING.........................................................26
ANNEX A .....................................................................30
SECTION 83(b)ELECTION ..................................................30
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MANAGEMENT EQUITY AGREEMENT
THIS
MANAGEMENT EQUITY AGREEMENT (this "AGREEMENT") is made as
of November 29, 2004, between Forest Products Holdings, L.L.C., a
Delaware
limited liability company (the "COMPANY"), each of the persons identified as an
Employee Investor on the signature pages attached hereto (each an "EMPLOYEE
INVESTOR") and each of the persons identified as an Investor on the signature
pages attached hereto (each an "INVESTOR"). Certain capitalized terms used
herein are defined in SECTION 9 hereof.
WHEREAS, the Company has established an incentive program that
will consist of the opportunity for each Employee Investor to purchase Class B
Units of the Company (the "CLASS B UNITS") and receive a grant of Class C Units
of the Company (the "CLASS C UNITS" and, together with the Class B Units, the
"UNITS").
WHEREAS, the Company has majority equity investments in
Boise
Cascade Holdings, L.L.C., a
Delaware limited liability company ("BOISE
HOLDINGS"), and in Boise Land & Timber Holdings Corp., a
Delaware corporation
("TIMBER HOLDINGS"); and OfficeMax Incorporated, a
Delaware corporation
("OFFICEMAX") has minority equity investments in Boise Holdings and Timber
Holdings.
WHEREAS, such incentive program is being implemented through
an offering of Units to each Employee Investor conducted in compliance with Rule
701 under the 1933 Act and described in the Company's Private Placement
Memorandum dated November 29, 2004 (the "MANAGEMENT PPM").
WHEREAS, the offering contemplates (i) the issuance of Class B
Units to Employee Investors such that in the aggregate they represent
approximately 4.37% of the total number of Class B Units outstanding upon the
closing of the offering and approximately 3.5% of the total common equity of
Boise Holdings and of Timber Holdings as of such closing before giving effect to
the issuance of the Class C Units and without taking into account the preferred
equity of OfficeMax in Boise Holdings and Timber Holdings and (ii) the issuance
of Class C Units to Employee Investors such that in the aggregate they represent
7.98% of the total number of Units outstanding upon the closing of the offering
and approximately 6.5% of the total common equity of Boise Holdings and Timber
Holdings as of such closing on a fully diluted basis but without taking into
account the preferred equity of OfficeMax in Boise Holdings and Timber Holdings.
WHEREAS, the Company, each Employee Investor and each Investor
desire to enter into this Agreement to set forth the terms and conditions
relating to the issuance and sale by the Company of Class B Units and the grant
by the Company of Class C Units. All Units issued hereunder or acquired
hereafter by any Employee Investor are referred to herein as such Employee
Investor's "EMPLOYEE UNITS."
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NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement,
intending to be legally bound, hereby agree as follows:
1. PURCHASE AND SALE OF CLASS B UNITS.
(a) PURCHASE AND SALE. Upon execution of this Agreement,
each Employee Investor shall purchase, and the Company shall sell, the number of
Class B Units set forth on such Employee Investor's signature page attached
hereto, at a price of $1.00 per unit (the "CLASS B UNIT PURCHASE PRICE"). The
Employee Investor shall deliver to the Company a cashier's or certified check or
wire transfer of funds in the aggregate amount set forth on such Employee
Investor's signature page attached hereto. The Class B Units acquired pursuant
to this SECTION 1(a) shall be subject to the vesting provisions set forth in
SECTION 1(c) below.
(b) SECTION 83(b) ELECTION. Within 30 days after each
Employee Investor purchases any Class B Units from the Company, such Employee
Investor shall make an effective election with the Internal Revenue Service
under Section 83(b) of the Code in the form of ANNEX A attached hereto. The
parties to this Agreement agree that the Class B Unit Purchase Price constitutes
the fair market value of the Class B Units as of the date hereof and will be
treated as such by the Company for tax reporting purposes.
(c) VESTING OF CLASS B UNITS.
(i) Except as otherwise provided in this
SECTION 1(c), each Employee Investor's Class B Units will vest in
accordance with the following schedule, if as of each such date, such
Employee Investor is and has continued to be employed by the Company or
any of its Subsidiaries:
Cumulative Percentage of
Class B Units
Vesting Date That Shall Vest
------------------------------ --------------------------
December 31, 2005 20%
December 31, 2006 40%
December 31, 2007 60%
December 31, 2008 80%
December 31, 2009 100%
Notwithstanding the foregoing schedule, if an Employee Investor is at
least 60 years old as of December 31, 2004, the vesting schedule for
such Employee Investor shall be accelerated on a proportionate basis so
that under such schedule 100% of the Class B Units are to vest on the
Vesting Date that occurs while such Employee Investor is 65 years old;
provided, however, that such schedule shall never have fewer than two
Vesting Dates even if that causes such Employee Investor to not have
100% of the Class B Units vested until after age 65. For example, if an
Employee Investor is 63 years old as of
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December 31, 2004, the vesting schedule will provide for 50% cumulative
vesting on December 31, 2005 and 100% cumulative vesting on December
31, 2006 and the same vesting schedule would apply if such Employee
Investor were 64 years old as of December 31, 2004.
(ii) Class B Units which have become vested are
referred to herein as "VESTED CLASS B UNITS" (and, along with Vested
Class C Units, as defined below, are included within the meaning of the
term "VESTED UNITS"). All other Class B Units are referred to herein as
"UNVESTED CLASS B UNITS" (and, along with Unvested Class C Units, as
defined below, are included within the meaning of the term "UNVESTED
UNITS"). Without limiting the provisions of SECTION 1(c)(iv) below, if
any Employee Investor ceases to be employed by the Company or any of
its Subsidiaries prior to December 31, 2009 on any date other than a
Vesting Date set forth above, the cumulative percentage of such
Employee Investor's Class B Units to become vested shall be determined
on a pro rata basis according to the number of days elapsed since the
immediately preceding Vesting Date. However, there shall be no vesting
of Class B Units prior to the first Vesting Date (December 31, 2005)
except pursuant to SECTIONS 1(c) (iii) AND (iv) and except that there
shall be daily pro rate vesting in the event of a Put Event under
SECTION 4(f)(ii).
(iii) Upon the occurrence of a Sale of the Company or a
Public Offering, all Unvested Class B Units shall become immediately
vested at the time of such event; provided that in the event of a Sale
of the Company, as a condition to any Employee Investor's Unvested
Class B Units becoming immediately vested upon such event, such
Employee Investor shall, if requested by the purchaser of the Company
and for no additional consideration therefor, agree that, so long as
such Employee Investor receives a Comparable Offer of employment from
the purchasing or surviving entity (the "NEW EMPLOYER") prior to the
Sale of the Company, such Employee Investor shall accept such offer and
shall not voluntarily resign prior to the date designated by the New
Employer (which may not be more than 6 months after the Sale of the
Company) absent a breach of the Comparable Offer by such New Employer.
The term "COMPARABLE OFFER" means an offer of employment wherein the
salary, bonus and overall compensation and benefits package (other than
with respect to equity participation), job description and scope of
duties (although not necessarily job title) are no less favorable than
those applicable to the Employee Investor's employment immediately
prior to the Sale of the Company and pursuant to which the Employee
Investor's primary job location is within 25 miles of the individual's
primary job location immediately prior to the Sale of the Company.
(iv) In the event of termination of an Employee
Investor's employment due to the death or Permanent Disability of such
Employee Investor, all Unvested Class B Units shall become immediately
vested at the time of such event. For purposes of this Agreement, the
determination of any Employee Investor's Permanent Disability shall be
made in good faith by the Company's board of directors or, in the
absence of a board of directors, by its managing member (the "BOARD").
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2. GRANT OF CLASS C UNITS.
(a) GRANT. Upon execution of this Agreement, the Company
shall grant each Employee Investor the number of Class C Units set forth on such
Employee Investor's signature page attached hereto. The Class C Units acquired
pursuant to this SECTION 2(a) shall be subject to the vesting provisions set
forth in SECTIONS 2(c) AND (d) below.
(b) SECTION 83(b) ELECTION. Within 30 days after an
Employee Investor receives a grant of Class C Units from the Company, such
Employee Investor shall make an effective election with the Internal Revenue
Service under Section 83(b) of the Code in the form of ANNEX A attached hereto.
The parties to this Agreement agree that the Class C Units have a fair market
value of zero as of the date hereof and will be treated as such by the Company
for tax reporting purposes.
(c) TIME VESTING CLASS C UNITS.
(i) Except as otherwise provided in this
SECTION 2(c), fifty percent (50%) of each Employee Investor's Class C
Units (the "TIME VESTING CLASS C UNITS") will vest in accordance with
the following schedule, if as of each such date, such Employee Investor
is and has continued to be employed by the Company or any of its
Subsidiaries:
Cumulative Percentage of
Time Vesting Class C Units
Vesting Date That Shall Vest
------------------------------ ----------------------------
December 31, 2005 20%
December 31, 2006 40%
December 31, 2007 60%
December 31, 2008 80%
December 31, 2009 100%
Notwithstanding the foregoing schedule, if an Employee Investor is at
least 60 years old as of December 31, 2004, the vesting schedule for
such Employee Investor shall be accelerated on a proportionate basis so
that under such schedule 100% of the Class C Units are to vest on the
Vesting Date that occurs while such Employee Investor is 65 years old;
provided, however, that such schedule shall never have fewer than two
Vesting Dates even if that causes such Employee Investor to not have
100% of the Class C Units vested until after age 65. For example, if an
Employee Investor is 63 years old as of December 31, 2004, the vesting
schedule will provide for 50% cumulative vesting on December 31, 2005
and 100% cumulative vesting on December 31, 2006 and the same vesting
schedule would apply if such Employee Investor were 64 years old as of
December 31, 2004.
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(ii) Time Vesting Class C Units which have become
vested, together with the Performance Vesting Class C Units which
become vested as set forth below, are referred to herein as "VESTED
CLASS C UNITS" (and, along with Vested Class B Units are included
within the meaning of the term "VESTED UNITS") and all other Time
Vesting Class C Units, together with all other Performance Vesting
Class C Units, are referred to herein as "UNVESTED CLASS C UNITS" (and,
along with Unvested Class B Units are included within the meaning of
the term "UNVESTED UNITS"). If any Employee Investor ceases to be
employed by the Company or any of its Subsidiaries prior to December
31, 2009 on any date other than a Vesting Date set forth above, the
cumulative percentage of such Employee Investor's Time Vesting Class C
Units to become vested shall be determined on a pro rata basis
according to the number of days elapsed since the immediately preceding
Vesting Date. However, there shall be no vesting of Class C Units prior
to the first Vesting Date (December 31, 2005) except pursuant to
SECTIONS 2(c) (iii) AND (iv) AND SECTION 2(d) and except that there
shall be daily pro rate vesting in the event of a Put Event under
SECTION 4(f)(ii).
(iii) Upon the occurrence of a Sale of the Company, all
Time Vesting Class C Units which have not yet become vested shall
become vested at the time of such event; provided that in the event of
a Sale of the Company, as a condition to any Employee Investor's Time
Vesting Class C Units becoming immediately vested upon such event, such
Employee Investor shall, if requested by the New Employer and for no
additional consideration therefor, agree that, so long as such Employee
Investor receives a Comparable Offer prior to the Sale of the Company,
such Employee Investor shall accept such offer and shall not
voluntarily resign prior to the date designated by the New Employer
(which may not be more than 6 months after the Sale of the Company)
absent a breach of the Comparable Offer by such New Employer.
(iv) In the event of termination of an Employee
Investor's employment due to the death or Permanent Disability of such
Employee Investor, there will time vest the amount of Time Vesting
Class C Units which were scheduled to time vest within the 365 days
following such termination. For purposes of this Agreement, the
determination of any Employee Investor's Permanent Disability shall be
made in good faith by the Board.
(v) In the event of a Public Offering, there will
time vest the amount of Time Vesting Class C Units which were scheduled
to time vest within the 730 days following such Public Offering.
(d) PERFORMANCE VESTING CLASS C UNITS.
(i) Fifty percent (50%) of each Employee Investor's
Class C Units (the "PERFORMANCE VESTING CLASS C UNITS") will vest on
the earlier to occur of (a) a Sale of the Company, (b) December 31,
2009 or (c) for any Employee Investor who is at least 60 years old as
of December 31, 2004, the December 31 closest to the date on which such
Employee Investor's Time Vesting Class C Units become 100% vested (the
earliest of
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such three dates, the "DETERMINATION DATE") in accordance with the
following schedule based on the IRR for the Class B Units as determined
in accordance with clause (iii) below, if as of the Determination Date,
such Employee Investor is and has continued to be employed by the
Company or any of its Subsidiaries:
PERCENT OF PERFORMANCE VESTING
IRR CLASS C UNITS THAT VEST
------------------------------- --------------------------------
Less than 15% 0
15% through and including 25% 0 to 100% determined on a
straight line basis such
that, for example,
15% IRR = 0% vesting,
18% IRR = 30% vesting,
20% IRR = 50% vesting,
23% IRR - 80% vesting, and
25% IRR = 100% vesting
25% or More 100%
In addition to the foregoing, if an entire business unit (as determined
by the Board in good faith) in which an Employee Investor is primarily
employed is sold to an Independent Third Party but the transaction does
not constitute a Sale of the Company (such a transaction a "SALE OF A
DIVISION") and such an Employee Investor's employment is terminated as
a result thereof, the Board shall treat the Performance Vesting Class C
Units of such Employee Investor as if they were Time Vesting Class C
Units and such Units shall be governed by SECTION 2(c). As such, the
appropriate number of such Units will be deemed vested in accordance
with the time vesting schedule and other provisions of SECTION 2(c).
(ii) Upon the occurrence of a Sale of the Company, as
a condition to any Employee Investor's Performance Vesting Class C
Units becoming vested to the extent set forth in clause (i) immediately
above, such Employee Investor shall, if requested by the purchaser of
the Company and for no additional consideration therefor, agree that,
so long as such Employee Investor receives a Comparable Offer of
employment from the New Employer, such Employee Investor shall accept
such offer and shall not voluntarily resign prior to the date
designated by the New Employer (which may not be more than 6 months
after the Sale of the Company) absent a breach of such Comparable Offer
by such New Employer.
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(iii) The "IRR" shall be determined by the Board as of
the Determination Date in accordance with this clause (iii). The IRR
will be the annual interest rate (compounded quarterly and expressed as
a percentage) which, when used to calculate the net present value as of
the Determination Date of all Cash Inflows and all of the Cash Outflows
causes the difference between Cash Inflows and Cash Outflows to be
zero. The determination of IRR shall be made by the Board and shall be
conclusive and binding on all Employee Investors absent manifest error.
"CASH INFLOWS" means any (a) any cash dividends or distributions to the
Investors in respect of the Class B Units on or prior to the
Determination Date; (b) the net consideration paid for any Class B
Units sold by the Investors on or prior to the Determination Date,
provided that in the event any such consideration is deferred,
contingent or not in the form of cash, the value thereof shall be
adjusted to reflect the deferral, contingency or form, as the case may
be; and (c) the IRR Fair Value (as determined below) of any Class B
Units that continue to be held by the Investors on the Determination
Date. No management, closing, advisory or any other fee paid or payable
to any of the Investors shall be included in the calculation of Cash
Inflows. "CASH OUTFLOWS" means (x) the Investors' investment in Class B
Units and (y) any other costs of or payments made by the Investors in
respect of their investment in Class B Units, except that it shall not
include any closing, advisory or other similar fee paid or payable by
the Investors in connection with the Investors' investment in Class B
Units.
(iv) The Board shall provide to any Employee Investor,
within 30 days of such Employee Investor's written request, a
reasonably detailed description of the calculations and values employed
in determining the IRR Fair Value, IRR, Cash Inflows, Cash Outflows,
EBITDA and Indebtedness. The Board shall also provide to such Employee
Investor copies of or access to all related underlying financial
statements and accounting and business records subject to such Employee
Investor agreeing to appropriate confidentiality restrictions.
(v) If the Class B Units are publicly traded, the
"IRR FAIR VALUE" will be equal to the Fair Market Value of the Class B
Units. If the Class B Units are not publicly traded but the Company's
sole asset is an interest in a publicly traded security (or an indirect
interest in such a security through the ownership of other equity
securities), then the "IRR Fair Value" will be equal to the aggregate
Fair Market Value of such publicly traded security to the holders of
Class B Units, divided by the number of Class B Units. If the Class B
Units are not publicly traded and the Company has assets other than a
direct or indirect interest in a publicly traded security, then the IRR
Fair Value of the Class B Units will be determined as follows: (1)
first, the enterprise value of the Company and its Subsidiaries will be
determined by applying a 6.5x multiple to the average 12-month
Consolidated EBITDA over the 36-month period ending on the month ended
immediately prior to the Determination Date (or ending on the
Determination Date if it is a month end); (2) second, the equity value
of the Company will be determined by reducing the enterprise value by
the total amount of Indebtedness of the Company and its Subsidiaries
and by any equity securities of the Company or its Subsidiaries that
are senior to or on parity with the Class B Units (including the common
and preferred equity
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securities held by OfficeMax in Boise Holdings or Timber Holdings) as
of the Determination Date; and (3) third, the value of a Class B Unit
will be determined by dividing the equity value of the Company by the
number of Units (which will be determined on a fully diluted basis,
assuming full vesting of all of all Units that are or would become
vested at the time of such IRR calculation).
3. REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGMENTS.
(a) In connection with the purchase and sale of Employee
Units, each Employee Investor represents and warrants as follows:
(i) Employee Units to be acquired by such Employee
Investor pursuant to this Agreement shall be acquired for Employee
Investor's own account and not with a view to, or intention of,
distribution thereof in violation of the 1933 Act, or any applicable
state securities laws, and Employee Units acquired by such Employee
Investor shall not be disposed of in contravention of the 1933 Act or
any applicable state securities laws.
(ii) Such Employee Investor is a management employee
of the Company or its Subsidiaries, is sophisticated in financial
matters and is able to evaluate the risks and benefits of decisions
respecting the investment in the Employee Units.
(iii) Such Employee Investor is able to bear the
economic risk of such Employee Investor's investment in Employee Units
acquired hereunder for an indefinite period of time because (A)
Employee Units have not been registered under the 1933 Act and,
therefore, cannot be sold unless subsequently registered under the 1933
Act or an exemption from such registration is available and (B)
Employee Units are subject to the contractual restrictions on transfer
set forth herein.
(iv) Such Employee Investor has had an opportunity to
ask questions of and receive answers concerning the terms and
conditions of the offering of Employee Units, and has had full access
to such other information concerning the Company as he or she has
requested. Such Employee Investor has been advised of certain risks
associated with Employee Investor's purchase of Employee Units and has
had full access to such other information concerning the Company as he
or she has requested. Employee Investor has reviewed, or has had an
opportunity to review, the following documents: (A) the LLC Agreement
as in effect on the date hereof; (B) the Offering Memorandum, dated
November 29, 2004, relating to the issuance by Boise Cascade, L.L.C.
and Boise Cascade Finance Corporation, each subsidiaries of the
Company, of Senior Subordinated Notes due 2014 and Senior Notes due
2012; and (C) the Management PPM.
(v) This Agreement and the LLC Agreement constitute
the legal, valid and binding obligation of such Employee Investor,
enforceable in accordance with their respective terms, and the
execution, delivery and performance of this Agreement and the LLC
Agreement by such Employee Investor do not and shall not conflict with,
violate or
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cause a breach of any agreement, contract or instrument to which
Employee Investor is a party or any judgment, order or decree to which
such Employee Investor is subject.
(vi) Employee Investor is a resident of the state
listed below Employee Investor's signature on the signature page
hereto.
(vii) Employee Investor acknowledges that the Employee
Units are being sold or granted hereunder in "compensatory
circumstances" within the meaning of Rule 701 under the 1933 Act.
(b) As an inducement to the Company to issue Employee Units
hereunder to each Employee Investor, and as a condition thereto, such Employee
Investor acknowledges and agrees that:
(i) neither the issuance of the Employee Units
hereunder to such Employee Investor nor any provision contained herein
shall entitle such Employee Investor to remain in the employment of the
Company or its Subsidiaries or affect the right of the Company to
terminate such Employee Investor's employment at any time; and
(ii) the Company shall have no duty or obligation to
disclose to such Employee Investor, and such Employee Investor shall
have no right to be advised of, any material information regarding the
Company and its Subsidiaries at any time prior to, upon or in
connection with the repurchase of Employee Units upon the termination
of such Employee Investor's employment with the Company and its
Subsidiaries, the transfer of Employee Units pursuant to this
Agreement, the vesting of Employee Units hereunder or in connection
with any other action taken as provided hereunder, subject to the
provisions in SECTION 2(d)(iv) above.
4. REPURCHASE OPTION.
(a) REPURCHASE OPTION. If an Employee Investor ceases to be
employed by the Company or any of its Subsidiaries for any reason (such Employee
Investor's "TERMINATION"), such Employee Investor's Employee Units (whether held
by such Employee Investor or one or more of his or her transferees) shall be
subject to repurchase by the Company and the Investors pursuant to the terms and
conditions of this SECTION 4 (the "REPURCHASE OPTION").
(b) PURCHASE PRICE. In the case of any Termination other
than a Termination for Cause, (i) the repurchase price for all Vested Units will
be the Fair Market Value thereof as of the date of Termination, (ii) the
repurchase price for all Unvested Class B Units will be the Original Cost
thereof and (iii) with regard to the Unvested Class C Units, no repurchase price
shall be payable and the Unvested Class C Units shall be deemed forfeited for no
consideration immediately upon such Termination without any further action
required on the part of the Company, the Investors or the applicable Employee
Investor. In the case of a Termination for Cause, the repurchase price to be
paid for all Class B Units (whether or not vested) will be the
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lesser of Fair Market Value thereof as of the date of Termination and the
Original Cost thereof and all Class C Units will be forfeited in the manner
described above as if they were all Unvested Class C Units.
(c) OPTION EXERCISE PROCEDURES. The Company may elect to
purchase all or any portion of such Employee Investor's Employee Units by
delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of
such Employee Units within 90 days after such Employee Investor's Termination.
The Repurchase Notice shall set forth the number of Unvested Units and Vested
Units to be acquired from each holder of such Employee Investor's Employee
Units, the aggregate consideration to be paid for such Employee Units and the
time and place for the closing of the transaction. The number of Employee Units
to be repurchased by the Company shall first be satisfied to the extent possible
from the Employee Units held by such Employee Investor at the time of delivery
of the Repurchase Notice. If the number of Employee Units then held by such
Employee Investor is less than the total number of Employee Units the Company
has elected to purchase, the Company shall purchase the remaining Employee Units
elected to be purchased from the other holder(s) of such Employee Investor's
Employee Units under this Agreement, pro rata according to the number of such
Employee Investor's Employee Units held by such other holder(s) at the time of
delivery of such Repurchase Notice (determined as close as practicable to the
nearest whole units). The number of Unvested Units and Vested Units to be
repurchased hereunder shall be allocated among such Employee Investor and the
other holders of such Employee Investor's Employee Units (if any) pro rata
according to the number of such Employee Investor's Employee Units to be
purchased from such persons in accordance with the preceding sentence.
(d) INVESTORS' RIGHT TO EXERCISE OPTION. If for any reason
following an Employee Investor's Termination, the Company does not elect to
purchase, or is not immediately able to purchase due to the restrictions
described in SECTION 5(h) below, all of such Employee Investor's Employee Units
pursuant to the Repurchase Option, the Investors shall be entitled to exercise
the Repurchase Option for the Employee Units the Company has not elected to
purchase in accordance with SECTION 4(c) (the "AVAILABLE UNITS"). As soon as
practicable after the Company has determined that there will be Available Units,
but in any event within 45 days after such Employee Investor's Termination, the
Company shall give written notice (the "REPURCHASE OPTION NOTICE") to the
Investors setting forth the number of Available Units and the purchase price for
the Available Units. The Investors may elect to purchase any or all of the
Available Units by giving written notice to the Company within 35 days after the
Repurchase Option Notice has been given by the Company. If the Investors elect
to purchase an aggregate number of Employee Units greater than the number of
Available Units, the Available Units shall be allocated among the Investors
based upon the number of Employee Units requested to be purchased by each
Investor. As soon as practicable, and in any event within ten days after the
expiration of the 35-day period set forth above, the Company shall notify each
holder of Employee Units as to the number of Employee Units being purchased from
such holder hereunder by the Investors (the "SUPPLEMENTAL REPURCHASE NOTICE").
At the time the Company delivers the Supplemental Repurchase Notice to the
holder(s) of Employee Units, the Company shall also deliver written notice to
the Investors setting forth the number of shares each of the Investors is
entitled to purchase from each such holder, the aggregate purchase price and the
time and place of the closing of the transaction. The number of Unvested Shares
and Vested Shares to
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be repurchased under SECTION 4(c) and this SECTION 4(d) shall be allocated among
the Company and the Investors pro rata according to the number of shares of
Employee Units to be purchased by each of them in accordance with the preceding
sentence.
(e) OPTION CLOSING. The closing of the purchase and sale of
the Employee Units pursuant to the Repurchase Option as to either the Company or
the Investors shall take place on the date designated by the Company in the
Repurchase Notice, which date shall not be more than 60 days nor less than five
days after the delivery of such notice. The Investors shall pay for the Employee
Units to be purchased by them pursuant to the Repurchase Option by delivery to
the holders of such Employee Units of a check or wire transfer of funds in the
aggregate amount of the purchase price for such Employee Units. Subject to
SECTION 4(f), the Company shall pay for the Employee Units to be purchased by it
pursuant to the Repurchase Option (i) by delivery to the holders of such
Employee Units of a check or wire transfer of funds in the aggregate amount of
the purchase price for such Employee Units or (ii) if any portion of purchase
price for such Employee Units was paid with the proceeds of an accelerated
payment under the Boise Cascade Corporation 2004 Retention Bonus Plan (effective
July 9, 2004) (the "2004 RETENTION PLAN") and the Company determines that the
Employee Investor to whom such Employee Units were issued would not have been
entitled to receive the bonus under the 2004 Retention Plan as a result of such
Employee Investor's Termination, then by delivery to OfficeMax of a check or
wire transfer of funds in an amount equal to the lesser of (x) the purchase
price for such Employee Units or (y) the amount of such accelerated payment. If
such purchase price exceeds the amount of such accelerated payment, the Company
shall pay the excess by delivery of a check or wire transfer of funds to the
holders of such Employee Units subject to SECTION 4(f). In addition, the Company
may pay the purchase price for such Employee Units by offsetting any then
existing documented bona fide monetary debts owed by Employee Investor to the
Company or guaranteed by the Company on behalf of Employee Investor and any
payments received by Employee Investor hereunder shall be applied first to
repayment of any such debts of Employee Investor (or his or her affiliates or
family members) to the Company or for which the Company may be responsible. The
purchasers of Employee Units hereunder shall be entitled to receive customary
representations and warranties from the sellers regarding such sale of Employee
Units (including representations and warranties regarding good title to such
Employee Units, free and clear of any liens or encumbrances).
(f) RIGHTS OF EMPLOYEE INVESTORS TO FORCE OPTION EXERCISE.
If any Employee Investor's Termination is a result of (i) such Employee
Investor's death or Permanent Disability, (ii) a Sale of a Division applicable
to such Employee Investor (iii) a termination by the Company without Cause in
connection with a reduction in force within 180 days of the date hereof or (iv)
otherwise occurs within 90 days after the date hereof other than for Cause (the
events described in (i) through (iv), "PUT EVENTS"), such Employee Investor (or
his or her estate, guardian or other legal representative in the case of death
or Permanent Disability) shall have the right to require the Company (but not
the Investors) to exercise the Repurchase Option on the terms of this SECTION 4
and subject to all limitations and conditions hereof.
(g) TERMINATION OF OPTION. The right of the Company and the
Investors to repurchase Vested Units pursuant to this SECTION 4 shall terminate
upon the first to occur of a
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Sale of the Company or a Public Offering but such right shall continue with
respect to Unvested Class C Units after any such occurrence until and unless
they become Vested Units.
(h) IMPACT OF CERTAIN PAYMENT RESTRICTIONS. Notwithstanding
anything to the contrary contained in this Agreement, all repurchases of
Employee Units by the Company (including the payments to be made to OfficeMax)
shall be subject to applicable restrictions contained in the Company's and its
Subsidiaries' debt and equity financing agreements or contained in applicable
law. If any such restrictions prohibit the repurchase of Employee Units
hereunder which the Company is otherwise entitled or required to make, the time
periods provided in this SECTION 4 shall be suspended, and the Company shall
make such repurchases as soon as it is permitted to do so under such
restrictions; provided, however, that if the Company is permitted under such
restrictions to do so, in lieu of a cash purchase price for the repurchase of
the applicable Employee Units, the Company shall issue a promissory note as such
purchase price for such Employee Units, which promissory note shall (i) be
subordinate to all other debt of the Company, (ii) be payable in full on the
earliest of (x) the consummation of a Sale of the Company, (y) the third
anniversary of the closing of such purchase and (z) the date on which the
Company is no longer subject to the restrictions prohibiting a cash payment for
the purchase of such Employee Units; and (iii) bear interest (payable on
maturity) at a rate per annum of 7% simple interest.
5. RESTRICTIONS ON TRANSFER.
(a) TRANSFER OF EMPLOYEE UNITS. Employee Investor shall not
sell, transfer, assign, pledge or otherwise dispose of (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law)
(a "TRANSFER") any interest in any Employee Units, except pursuant to the
provisions of SECTIONS 4 AND 7 hereof or this SECTION 5.
(b) FAMILY GROUP TRANSFERS. The restrictions contained in
this SECTION 5 shall not apply with respect to Transfers of Employee Units (A)
pursuant to applicable laws of descent and distribution or (B) among an Employee
Investor's Family Group (as defined below); PROVIDED that the restrictions
contained in this Section shall continue to be applicable to the Employee Units
after any such Transfer, the transferees of such Employee Units shall have
agreed in writing to be bound by the provisions of this Agreement with respect
to the Employee Units so transferred, and (prior to the death of such Employee
Investor) each such transferee of Employee Units shall have entered into proxies
and other agreements satisfactory to the holders of a majority of the Class B
Units pursuant to which such Employee Investor shall have the sole right to vote
such Employee Units for all purposes (subject to any applicable voting
agreements set forth herein). For purposes of this Agreement, "FAMILY GROUP"
with regard to any Employee Investor means (i) such Employee Investor's spouse,
siblings and descendants (whether natural or adopted) and any of such
descendants' spouses; (ii) any trust which at the time of such Transfer and at
all times thereafter is and remains solely for the benefit of such Employee
Investor and/or the Persons described in clause (i) and/or the Persons described
in clause (iii); and (iii) any family limited partnership, limited liability
company, Subchapter S corporation, or other tax flow-through entity, the
partners, members or other equity owners of which at the time of such Transfer
and at all times thereafter consist solely of such Employee Investor and/or the
- 14 -
Persons described in clause (i) and/or the trusts described in clause (ii)
and/or any other Person described in this clause (iii).
(c) PARTICIPATION RIGHTS. At least 30 days prior to any
sale by the Investors of Class B Units (other than in a Public Sale, any
non-arm's length Transfer to any Investor's members or affiliates or their
members, partners, shareholders or affiliates or any Excluded Transfer), the
Investors shall deliver written notice (the "SALE NOTICE") to each Employee
Investor specifying in reasonable detail the identity of the prospective
transferee(s), the number of Class B Units to be sold and the terms and
conditions of the proposed Transfer. Each Employee Investor may elect to
participate in the contemplated Transfer at the same price per Unit and on the
same terms by delivering written notice to the Investors within 30 days after
delivery of the Sale Notice; it being understood, however, that the price to be
paid for any Class C Unit included in such Transfer shall take into account the
different distribution rights of the Class C Units and Class B Units. If any
Employee Investor has elected to participate in such Transfer, each of the
Investors and each such Employee Investor shall be entitled to sell in the
contemplated Transfer, at the same price and on the same terms, a number of
Employee Units equal to the product of (i) the quotient determined by dividing
the percentage of Units owned by the Investors or such Employee Investor, as the
case may be, by the aggregate percentage of Units collectively owned by the
Investors and such Employee Investors participating in such Transfer and (ii)
the aggregate number of Units to be sold in the contemplated Transfer.
FOR EXAMPLE, if the Sale Notice contemplated a sale of 100
Units, and if the Investors at such time owns 40% of all Units
and if only one Employee Investor who elects to participate
owns 2% of all Units elects to participate in the contemplated
sale, the Investors would be entitled to sell 95 Units ((40%
DIVIDED BY 42%) x 100 units) and the Employee Investor would
be entitled to sell 5 Units ((2% DIVIDED BY 42%) x 100 units).
The Investors shall use best efforts to obtain the agreement
of the prospective transferee(s) to the participation of Employee Investors in
any contemplated sale of Units in accordance with this SECTION 5(c). Each person
transferring Units pursuant to this SECTION 5(c) shall pay its pro rata share
(based on the number of Units to be sold) of the expenses incurred by the
persons transferring units in connection with such Transfer and shall be
obligated to join in any indemnification or other obligations that the Investors
agree to provide in connection with such Transfer (other than any such
obligations that relate specifically to another Person such as indemnification
with respect to representations and warranties given by such other Person
regarding such other Person's title to and ownership of Units). The term
"EXCLUDED TRANSFER" means any Transfer of Units by one or more Investors prior
to the expiration of the six-month period beginning on date hereof at a per Unit
price which does not exceed the per Unit price paid by such Investors (excluding
any interest for the carrying cost of such Units) so long as (i) the aggregate
amount paid in all such Transfers does not exceed $66 million during such period
and (ii) each such Transfer is to a Person that is a private equity fund,
investment banking fund or Affiliate of any of the foregoing.
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(d) TERMINATION OF RESTRICTIONS. The restrictions on
Transfer of Employee Units set forth in this SECTION 5 shall continue with
respect to each Employee Investor Unit following any Transfer thereof.
Notwithstanding the aforementioned continuation, the restrictions on transfer of
Vested Units will terminate upon the occurrence of a Sale of the Company or a
Public Offering but such restrictions shall continue with respect to Unvested
Class C Units after any such occurrence until and unless they become Vested
Units.
6. ADDITIONAL RESTRICTIONS ON TRANSFER.
(a) In addition to the foregoing restrictions, the Employee
Units issued or granted to Employee Investors will not be registered under the
1933 Act or any applicable state securities laws. As a result, such Employee
Units are "restricted securities" and may not be transferred without compliance
with all applicable federal or state securities laws.
(b) Each holder of Employee Units agrees not to effect any
public sale or distribution of any Employee Units or other equity securities of
the Company, or any securities convertible into or exchangeable or exercisable
for any of the Company's equity securities, during the seven days prior to and
the 180 days after the effectiveness of any underwritten public offering, except
as part of such underwritten public offering or if otherwise permitted by the
Company.
7. SALE OF THE COMPANY.
(a) If the Board and the holders of a majority of the Class
B Units approve a Sale of the Company (an "APPROVED SALE"), then, subject to
SECTION 7(b) hereof, the holders of Employee Units shall consent to and raise no
objections against the Approved Sale, and if the Approved Sale is structured as
a sale of Units, the holders of Employee Units shall agree to sell their
Employee Units on the terms and conditions approved by the Board and the holders
of a majority of the Class B Units. The holders of Employee Units shall take all
necessary and desirable actions with respect to such Employee Units in
connection with the consummation of the Approved Sale, except that the
provisions of this SECTION 7(a) shall not be construed to require such holders
to take actions which would adversely affect the rights of such holders with
respect to such Employee Units unless the holders of a majority of the Class B
Units also take such action with respect to the Class B Units held by such
majority holders.
(b) The obligations of holders of Employee Units with
respect to the Approved Sale are subject to the conditions that (i) in
connection with the Approved Sale all holders of the any class of Units shall
receive the same form and amount of consideration per Unit in such class and
(ii) if any holders of any class of Units are given an option as to the form and
amount of consideration to be received, all holders of such class of Units shall
be given the same option with respect to such Units.
(c) If the Company or the holders of the Company's
securities enter into any negotiation or transaction for which Rule 506 (or any
similar rule then in effect) promulgated by the Securities Exchange Commission
may be available with respect to such negotiation or transaction (including a
merger, consolidation or other reorganization), the holders of Employee
- 16 -
Units shall, at the request of the Company, appoint a "purchaser representative"
(as such term is defined in Rule 501) reasonably acceptable to the Company, and
the Company shall pay the fees of such purchaser representative.
(d) Employee Investors and the other holders of Employee
Units (if any) shall bear their pro rata share (based upon the number of Units
sold) of the costs of any sale of Employee Units pursuant to an Approved Sale to
the extent such costs are incurred for the benefit of all holders of the Units
and are not otherwise paid by the Company or the acquiring party. Costs incurred
by Employee Investors and the other holders of Employee Units on their own
behalf shall not be considered costs of the transaction hereunder.
8. VOTING AGREEMENT. Prior to a Public Offering or a Sale of the
Company, so long as the Investors and their affiliates and co-investors continue
to own a majority of the Class B Units, each of the Employee Investors will vote
all of its Company securities (and, in the event such holder is entitled to vote
any of the Company's other securities for the election of directors, such holder
shall vote all such securities) as directed by the Investors, including in
connection with the appointment of members to the Board except that the
provisions of this SECTION 8 shall not be construed to require an Employee
Investor to vote in a manner which would adversely affect the rights of such
Employee Investor with respect to such securities unless the holders of a
majority of the Class B Units also vote in the same manner with respect to the
Class B Units held by such majority holders. In addition, each holder shall not
vote his or her Employee Units (or such other securities) in connection with the
removal of any of the Investors' designees as a director unless and until the
Investors direct such holder how to vote on such removal.
9. DEFINITIONS.
(a) "1933 ACT" means the Securities Act of 1933, as amended
from time to time.
(b) "CAUSE" means (i) an Employee Investor's theft or
embezzlement, or attempted theft or embezzlement, of money or property of the
Company or its Subsidiaries, perpetration or attempted perpetration of fraud, or
participation in a fraud or attempted fraud, on the Company or its Subsidiaries
or unauthorized appropriation of, or attempt to misappropriate, any tangible or
intangible assets or property of the Company or its Subsidiaries, (ii) any act
or acts of disloyalty, misconduct or moral turpitude by an Employee Investor
materially injurious to the interest, property, operations, business or
reputation of the Company or its Subsidiaries or conviction (or a plea of guilty
or nolo contendre) of an Employee Investor of a crime the commission of which
results in injury to the Company or its Subsidiaries or (iii) an Employee
Investor's insubordination as evidenced by a substantial and repeated failure to
carry out actions reasonably required by the Board or by such Employee
Investor's immediate supervisor.
(c) "CODE" means the Internal Revenue Code of 1986 and the
regulations promulgated thereunder, as it may be amended from time to time.
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(d) "CONSOLIDATED EBITDA" means, for any period, the sum of
Consolidated Net Income for such period, plus the following, without
duplication, to the extent deducted in calculating such Consolidated Net Income:
(a) all income tax expense of the Holding Companies, the
Borrowers and the Subsidiaries, on a combined consolidated basis;
(b) all interest expense of the Holding Companies, the
Borrowers and the Subsidiaries, on a combined consolidated basis;
(c) depreciation, depletion and amortization expense of the
Holding Companies, the Borrowers and the Subsidiaries, on a combined
consolidated basis (in each case excluding amortization expense
attributable to a prepaid item that was paid in cash in a prior
period);
(d) any management fees paid to Madison Dearborn in such
period, not to exceed $2,000,000 for any consecutive four quarter
period;
(e) any non-recurring costs and expenses incurred in
connection with the Acquisition, including non-recurring costs and
expenses incurred in connection with the Financing Transactions (other
than the Installment Note Financing) and severance costs, facility
closure and related restructuring costs incurred within 18 months of
the Effective Date, in an aggregate amount for all periods not to
exceed $25,000,000;
(f) any non-recurring costs and expenses related to (i) any
public or private offering of Equity Interests of BC Holdings, Timber
Holdings or the BC Borrower, (ii) any investment or acquisition
permitted by Section 6.04 of the Credit Agreement or (iii)
recapitalizations or Indebtedness permitted by Section 6.01 of the
Credit Agreement; and
(g)(i) all other non-cash charges of the Holding Companies,
the Borrowers and the Subsidiaries, on a combined consolidated basis (in each
case excluding any such non-cash charge to the extent that it represents an
accrual of or reserve for cash expenditures in any future period) less (ii) all
non-cash items of income of the Holding Companies, the Borrowers and the
Subsidiaries, on a combined consolidated basis (in each case other than accruals
of revenue in the ordinary course of business and other than reversals (to the
extent made without any payment in cash) of reserves previously excluded from
clause (g)(i)),
in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation, amortization and
depletion and non-cash charges of, a Subsidiary shall be added to Consolidated
Net Income to compute Consolidated EBITDA only to the extent (and in the same
proportion, including by reason of minority interests) that the net income or
loss of such Subsidiary was included in calculating Consolidated Net Income for
any purpose and, with respect to a Subsidiary that is not a Subsidiary Loan
Party, only if a corresponding amount would be permitted at the date of
determination to be dividended to a Loan Party by such Subsidiary without prior
approval (that has not been obtained), pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes,
- 18 -
rules and governmental regulations applicable to such Subsidiary or its
stockholders. Solely for purposes of this Agreement, if during any period (each,
a "REFERENCE PERIOD") (or, in the case of PRO FORMA calculations, during the
period from the last day of such Reference Period to and including the date as
of which such calculation is made) either of the Borrowers or any Subsidiary
shall have made a Material Disposition or Material Acquisition (other than the
Acquisition), their Consolidated EBITDA for such Reference Period shall be
calculated after giving PRO FORMA effect thereto as if such Material Disposition
or Material Acquisition occurred on the first day of such Reference Period;
PROVIDED that such PRO FORMA calculations shall give effect to operating expense
reductions and other cost savings only to the extent that such reductions and
savings would be permitted to be reflected in a pro forma financial statement
prepared in compliance with Regulation S-X. As used in this definition,
"MATERIAL ACQUISITION" means any Permitted Acquisition or series of related
Permitted Acquisitions that involves consideration (including any non-cash
consideration) with a fair market value in excess of $20,000,000; and "MATERIAL
DISPOSITION" means any disposition of property or series of related dispositions
of property or assets (including the Equity Interests of a Subsidiary) that
involves consideration (including any non-cash consideration) with a fair market
value in excess of $20,000,000.
For purposes of this Agreement, Consolidated EBITDA for any Reference
Period that includes any period of time prior to the Acquisition shall be
calculated after giving PRO FORMA effect for such period to the Acquisition and
the other categories of adjustments to "EBITDA" used to calculate pro forma
"Adjusted EBITDA" as set forth in footnote 7 under the section of the Offering
Memorandum entitled "Offering memorandum summary--Summary historical and pro
forma condensed combined financial data" (without duplication of amounts
otherwise included in the calculation of "EBITDA" as presented in the Offering
Memorandum), it being understood that, with respect to the adjustment related to
the Additional Consideration Agreement, the adjustment shall be for a deemed
one-time receipt by the BC Borrower of $40,233,000 pursuant to such agreement
during the relevant Reference Period until such time as such Reference Period
includes an actual payment or receipt pursuant to such agreement, at which point
such actual payment or receipt shall be used in place of such deemed receipt.
Terms used in this definition which are defined in the Credit Agreement
shall have the meanings set forth in the Credit Agreement unless otherwise
defined in this Agreement.
(e) "CREDIT AGREEMENT" means that certain Credit Agreement
dated as of October 29, 2004 among
Boise Cascade Holdings, L.L.C., Boise Land &
Timber Holdings Corp., Boise Cascade, L.L.C., Boise Land & Timber Corp., the
lenders party thereto and JPMorgan Chase Bank, as Administrative Agent, as in
effect on the date hereof.
(f) "EMPLOYEE UNITS" shall have the meaning set forth in
the preamble to this Agreement. Employee Units shall continue to be Employee
Units in the hands of any holder other than Employee Investor (except for the
Company, the Investors and except for transferees in a Public Sale), and except
as otherwise provided herein, each such other holder of Employee Units shall
succeed to all rights and obligations attributable to Employee Investor as a
holder of Employee Units hereunder. All Unvested Units shall remain Employee
Units after any Transfer thereof.
- 19 -
(g) "FAIR MARKET VALUE" of any security means the average
of the closing prices of the sales of such security on all securities exchanges
on which such security may at the time be listed, or, if there have been no
sales on any such exchange on any day, the average of the highest bid and lowest
asked prices on all such exchanges at the end of such day, or, if on any day
such security is not so listed, the average of the representative bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any
day such security is not quoted in the NASDAQ System, the average of the highest
bid and lowest asked prices on such day in the domestic over-the-counter market
as reported by the National Quotation Bureau Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which the Fair Market Value is being determined and
the 20 consecutive business days prior to such day. If at any time a security is
not listed on any securities exchange or quoted in the NASDAQ System or the
over-the-counter market, the Fair Market Value of the Class B Units shall be the
IRR Fair Value of such Units and the Fair Market Value of the Class C Units
shall be the IRR Fair Value of the Class B Units, adjusted to reflect the
different distribution rights of the Class C and Class B Units.
(h) "INDEBTEDNESS" means of any Person means, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person upon which interest charges are
customarily paid, (d) all obligations of such Person under conditional sale or
other title retention agreements relating to property acquired by such Person,
(e) all obligations of such Person in respect of the deferred purchase price of
property or services (excluding accounts payable due within one year and accrued
expenses, in each case incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed; PROVIDED that if recourse for such
Indebtedness is limited to such property, the amount of Indebtedness arising
under this clause (f) shall be limited to the lesser of (i) the outstanding
principal amount thereof and (ii) the fair market value of the property subject
to such Lien, (g) all Capital Lease Obligations of such Person, (h) all
obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances and (i) all Receivables Financing Debt. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor. Terms used in this
definition which are defined in the Credit Agreement shall have the meanings set
forth in the Credit Agreement unless otherwise defined in this Agreement.
(i) "INDEPENDENT THIRD PARTY" means any person who,
immediately prior to the contemplated transaction, does not own in excess of 5%
of the Units on a fully-diluted basis, who is not controlling, controlled by or
under common control with any such 5% owner of Units and who is not the spouse
or descendent (by birth or adoption) of any such 5% owner of Units.
- 20 -
(j) "LLC AGREEMENT" means the Limited Liability Company
Agreement of the Company dated as of October 29, 2004, as the same may be
amended or amended and restated from time to time.
(k) "ORIGINAL COST" of each Class B Unit purchased
hereunder shall be equal to $1.00.
(l) "PERSON" means an individual, a partnership, a
corporation, an association, a limited liability company, a joint stock company,
a trust, a joint venture, an unincorporated organization or a governmental
entity or any department, agency or political subdivision thereof.
(m) "PERMANENT DISABILITY" means any Employee Investor's
inability to perform the essential duties, responsibilities and functions of his
or her position with the Company and its Subsidiaries for six (6) consecutive
months as a result of any mental or physical disability or incapacity even with
reasonable accommodations of such disability or incapacity provided by the
Company and its Subsidiaries or if providing such accommodations would be
unreasonable, all as determined by the Board in its reasonable good faith
judgment; provided, however, that the Company shall provide 30 days notice of
termination due to Permanent Disability where such termination shall be
effective if such Employee Investor does not return to full-time active
employment within such 30-day period. Such Employee Investor shall cooperate in
all respects with the Company if a question arises as to whether he or she has
become disabled (including, without limitation, submitting to an examination by
a medical doctor or other health care specialists selected by the Company and
authorizing such medical doctor or such other health care specialist to discuss
such Employee Investor's condition with the Company).
(n) "PUBLIC OFFERING" means the sale, in an underwritten
public offering registered under the 1933 Act, of the Company's Units.
(o) "PUBLIC SALE" means any sale pursuant to a registered
public offering under the 1933 Act or any sale to the public pursuant to Rule
144 promulgated under the 1933 Act effected through a broker, dealer or market
maker.
(p) "SALE OF THE COMPANY" means the sale of the Company to
an Independent Third Party or affiliated group of Independent Third Parties
pursuant to which such party or parties acquire (i) Units of the Company
possessing the voting power to elect a majority of the Board (whether by merger,
consolidation or sale or transfer of Units) or (ii) all or substantially all of
the Company's assets determined on a consolidated basis by the Board.
(q) "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, association or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, or (ii) if a partnership limited
liability company, association or other business entity, a majority of the
partnership or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by any
- 21 -
Person or one or more Subsidiaries of that Person or a combination thereof. For
purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association or
other business entity if such Person or Persons shall be allocated a majority of
limited liability company, partnership, association or other business entity
gains or losses or shall be or control the managing director in the case of a
limited liability company, general partner in the case of a limited partnership,
or similar controlling Person in the case of a general partnership, association
or other business entity.
10. DISPUTE RESOLUTION. Any determinations that are necessary and
advisable hereunder shall initially be made by the Board, in good faith. To the
extent that any Employee Investor disputes any such determination, such
determination shall be reviewed, DE NOVO, and decided upon by an arbitrator
mutually acceptable to the Company and such Employee Investor, such arbitration
to be held in Boise, Idaho, as the sole and exclusive remedy of either party. If
no such arbitrator can be agreed upon within 10 days, each of the Company and
such Employee investor shall nominate an arbitrator and together such
arbitrators shall select an arbitrator to review the determination. The
arbitrator shall have the authority to order expedited discovery, hearing and
decision, including the ability to set outside time limits for such discovery,
hearing and decision. All expenses of such arbitration shall be borne by the
Company, unless the Employee Investor's claim is determined to have been without
a reasonable basis, in which case each party shall bear an equal share of such
expenses. The Company shall disclose to such Employee Investor any material
information regarding the Company and its Subsidiaries as may reasonably be
requested by the Employee Investor in connection with such a dispute, it being
understood that such disclosure shall be subject to reasonable confidentiality
restrictions. In the event of a dispute regarding the Fair Market Value of any
Employee Units hereunder determined by the Board in connection with a repurchase
by the Company or an Investor, if the Board did not use a valuation prepared by
an independent appraiser in making its determination of Fair Market Value the
Employee Investors shall be entitled to require the Company to engage an
independent appraiser acceptable to both the Employee Investor and the Company
in connection with an arbitration pursuant to this Section 10. The determination
of the arbitrator shall be final and binding on the parties hereto and may be
enforced by the applicable party in any court of competent jurisdiction.
11. NOTICES. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below
indicated:
TO THE COMPANY:
FOREST PRODUCTS HOLDINGS, L.L.C.
c/o Madison Dearborn Partners, LLC
Three First Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
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Attn: Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxx
And
Boise Cascade, L.L.C.
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attn: General Counsel
WITH COPIES TO:
XXXXXXXX & XXXXX LLP
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxx X. Xxxxxxxxxx.
TO EMPLOYEE INVESTOR:
At the address listed below Employee Investor's signature on
the signature page attached hereto.
TO THE INVESTORS:
MADISON DEARBORN PARTNERS, L.L.C.
Three First Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxx
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
12. GENERAL PROVISIONS.
(a) TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or
attempted Transfer of any Employee Units in violation of any provision of this
Agreement shall be void, and the
- 23 -
Company shall not record such Transfer on its books or treat any purported
transferee of such Employee Units as the owner of such units for any purpose.
(b) SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(c) COMPLETE AGREEMENT. Except as otherwise specifically
set forth herein, this Agreement, those documents expressly referred to herein
and other documents of even date herewith embody the complete agreement and
understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.
(d) COUNTERPARTS. This Agreement may be executed in
separate counterparts, each of which is deemed to be an original and all of
which taken together constitute one and the same agreement.
(e) SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by Employee Investor, the Company, and their respective successors and assigns
(including subsequent holders of Employee Units); provided that the rights and
obligations of Employee Investor under this Agreement shall not be assignable
except in connection with a permitted transfer of Employee Units hereunder.
(f) CHOICE OF LAW. The corporate law of the State of
Delaware shall govern all questions concerning the relative rights of the
Company and the Employee Investors. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement and the
exhibits hereto shall be governed by the internal law, and not the law of
conflicts, of the State of
Delaware.
(g) REMEDIES. Each of the parties to this Agreement shall
be entitled to enforce its rights under this Agreement specifically, to recover
damages and costs (including reasonable attorney's fees) caused by any breach of
any provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages would not be
an adequate remedy for any breach of the provisions of this Agreement and that
any party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.
- 24 -
(h) AMENDMENT AND WAIVER. The provisions of this Agreement
may be amended and waived with respect to an Employee Investor only with the
prior written consent of the Company and such Employee Investor.
(i) BUSINESS DAYS. If any time period for giving notice or
taking action hereunder expires on a day which is a Saturday, Sunday or legal
holiday in the state in which the Company's chief executive officer's office is
located, the time period shall be automatically extended to the business day
immediately following such Saturday, Sunday or holiday.
(j) RIGHTS OF EMPLOYEE INVESTOR. Nothing in this Agreement
shall interfere with or limit in any way the right of the Company to terminate
an Employee Investor's employment at any time (with or without cause), nor
confer upon any Employee Investor any right to continue in the employ of the
Company or any of its Subsidiaries for any period or to continue his or her
present (or any other) rate of compensation.
(k) ADJUSTMENTS. In the event of a reorganization,
recapitalization, unit dividend or unit split, or combination or other change in
the Units, the Board may, in order to prevent the dilution or enlargement of
rights under the Units granted hereunder, make such adjustments in the number
and type of Units authorized hereunder.
(l) DELIVERY BY FACSIMILE. This Agreement, the agreements
referred to herein, and each other agreement or instrument entered into in
connection herewith or therewith or contemplated hereby or thereby, and any
amendments hereto or thereto, to the extent signed and delivered by means of a
facsimile machine, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At
the request of any party hereto or to any such agreement or instrument, each
other party hereto or thereto shall reexecute original forms thereof and deliver
them to all other parties. No party hereto or to any such agreement or
instrument shall raise the use of a facsimile machine to deliver a signature or
the fact that any signature or agreement or instrument was transmitted or
communicated through the use of a facsimile machine as a defense to the
formation or enforceability of a contract and each such party forever waives any
such defense.
13. CODE SECTION 280G. Notwithstanding any provision of this
Agreement to the contrary, if all or any portion of the payments or benefits
received or realized by an Employee Investor pursuant to this Agreement either
alone or together with other payments or benefits which Employee Investor
receives or realizes or is then entitled to receive or realize from the Company
or any of its affiliates would constitute an "EXCESS PARACHUTE PAYMENT" within
the meaning of Section 280G of the Code and/or any corresponding and applicable
state law provision, such payments or benefits provided to Employee Investor
shall be reduced by reducing the amount of payments or benefits payable to
Employee Investor to the extent necessary so that no portion of such payments or
benefits shall be subject to the excise tax imposed by Section 4999 of the Code
and any corresponding and/or applicable state law provision; provided that such
reduction shall only be made if, by reason of such reduction, Employee
Investor's net after tax benefit shall exceed the net after tax benefit if such
reduction were not made. For purposes of this paragraph, "NET AFTER TAX BENEFIT"
shall mean the sum of
- 25 -
(i) the total amount received or realized by Employee Investor pursuant to this
Agreement that would constitute a "parachute payment" within the meaning of
Section 280G of the Code and any corresponding and applicable state law
provision, plus (ii) all other payments or benefits which Employee Investor
receives or realizes or is then entitled to receive or realize from the Company
and any of its affiliates that would constitute a "parachute payment" within the
meaning of Section 280G of the Code and any corresponding and applicable state
law provision, less (iii) the amount of federal or state income taxes payable
with respect to the payments or benefits described in (i) and (ii) above
calculated at the maximum marginal individual income tax rate for each year in
which payments or benefits shall be realized by Employee Investor (based upon
the rate in effect for such year as set forth in the Code at the time of the
first receipt or realization of the foregoing), less (iv) the amount of excise
taxes imposed with respect to the payments or benefits described in (i) and (ii)
above by Section 4999 of the Code and any corresponding and applicable state law
provision. Notwithstanding any other agreements or arrangements to the contrary
(including without limitation those entered into in connection with the 2004
Retention Plan), this SECTION 13 sets forth the Employee Investors' sole and
exclusive rights with regard to the Company and its Subsidiaries relating to the
potential tax treatment under Section 280G and Section 4999 of the Code and any
corresponding state law provisions of any payments or benefits realized by an
Employee Investor under this Agreement.
[ALTERNATIVE PROVISION FOR EMPLOYEE INVESTORS WHO HAVE A
SEVERANCE AGREEMENT WITH A GROSS UP PROVISION: If all or any portion of the
payments or benefits received or realized by an Employee Investor pursuant to
this Agreement (including any acceleration of vesting benefits) would constitute
an "excess parachute payment" within the meaning of Section 280G of the Code
and/or any corresponding and applicable state law provision, then,
notwithstanding the provisions of employment agreement, change in control
severance agreement or any other agreement of such Employee Investor (a
"SEVERANCE AGREEMENT"), such payments and benefits payable to the Employee
Investor hereunder (including any acceleration of vesting benefits) shall not be
subject to the provisions of such Severance Agreement which require the Company
to "gross-up" the Employee Investor to the extent necessary to put the Employee
Investor in the same after tax position which he would have been in had no
excise tax been imposed on payments to the Employee Investor pursuant to Section
4999 of the Code and any corresponding and/or applicable state law provision.
For purposes of determining the application of the preceding sentence, the
amount of any excess parachute payment that is attributable to this Agreement
shall bear the same proportion to the total amount of excess parachute payments
received by the Executive as the amount of "parachute payments" (within the
meaning of Section 280G of the Code) received pursuant to this Agreement bears
to the total amount of parachute payments received by the Employee Investor. The
parties hereto acknowledge that, except as set forth in above, the provisions of
this Section 10 shall not be construed to limit the Employee Investor's rights
with respect to his Severance Agreement.]
14. PUBLIC OFFERING. If the Board approves a Public Offering or an
underwritten public offering under the 1933 Act of any Subsidiary of the
Company, each Employee Investor shall take all necessary or desirable actions
wit respect to the Employee Units in connection with the consummation of the
Public Offering as requested by the Company. In the event that the managing
underwriters advise the Company in writing that in their opinion the capital
structure
- 26 -
would adversely affect the marketability of the offering, each Employee Investor
shall consent to and vote for a recapitalization, reorganization and/or exchange
of the Units into securities that the managing underwriters and the Board find
acceptable, and each Employee Investor shall take all necessary or desirable
actions with respect to the Employee Units in connection with the consummation
of the recapitalization, reorganization and/or exchange as requested by the
Company. In any such case, the securities exchanged for or issued in respect of
the Employee Units shall be subject to all of the terms and conditions of this
Agreement as if they were Employee Units. The provisions of this SECTION 14
shall not be construed to require an Employee investor to take any action which
would adversely affect the rights of such Employee Investor with respect to the
Employee Investor's Employee Units unless the holders of a majority of the Class
B Units also take such action with respect to the Class B Units held by such
majority holders.
* * * * *
- 27 -
IN WITNESS WHEREOF, this
Management Equity Agreement has been executed as
of the date first written above.
Forest Products Holdings, L.L.C.
By: Xxx Xxxxxxx
--------------------------------
Its: Chief Financial Officer
-------------------------------
- 28 -
NAME: Xxxxxxx X Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 185000 197000
------------------------------ --------------- ---------------
/ / 50% 370000 770000
------------------------------ --------------- ---------------
/ / 75% 555000 1344000
------------------------------ --------------- ---------------
/s/ Xxxxxxx Xxxx /X/ 100% 740000 1917000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 392228 839000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing
Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO
MANAGEMENT EQUITY AGREEMENT)
NAME: Xxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 212500 226000
------------------------------ --------------- ---------------
/ / 50% 425000 950000
------------------------------ --------------- ---------------
/ / 75% 637500 1673000
------------------------------ --------------- ---------------
/s/ Xxx X. Xxxxxxx /X/ 100% 850000 2396000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 317375 583000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxx Xxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing
Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ Xxxxx Xxxxxx
----------------------------
(SIGNATURE PAGE TO
MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxxx Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 50000 53000
------------------------------ --------------- ---------------
/ / 50% 100000 179000
------------------------------ --------------- ---------------
/ / 75% 150000 305000
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxxx Xxxxxxx /X/ 100% 200000 431000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 65750 93000
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing
Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO
MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 56250 60000
------------------------------ --------------- ---------------
/ / 50% 112500 210000
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxxxxx / / 67% 150000 310625
------------------------------ --------------- ---------------
/ / 75% 168750 361000
------------------------------ --------------- ---------------
/ / 100% 225000 511000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 49313 41000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxx Xxxxx Xxxxxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 62500 67000
------------------------------ --------------- ---------------
/ / 50% 125000 215000
------------------------------ --------------- ---------------
/ / 75% 187500 363000
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxx /X/ 100% 250000 511000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 147835 269000
------------------------------ --------------- ---------------
HOME ADDRESS: XX Xxx 000 Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxx Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 56250 60000
------------------------------ --------------- ---------------
/ / 50% 112500 210000
------------------------------ --------------- ---------------
/ / 75% 168750 361000
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxx Xxxxxxx /X/ 100% 225000 511000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 140552 285000
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Miles Xxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 165000 176000
------------------------------ --------------- ---------------
/ / 50% 330000 650000
------------------------------ --------------- ---------------
/ / 75% 495000 1124000
------------------------------ --------------- ---------------
/s/ Miles Xxxxx Xxxxxx /X/ 100% 660000 1598000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 175684 206000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxx Xxxxx Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 250000 266000
------------------------------ --------------- ---------------
/ / 50% 500000 1115000
------------------------------ --------------- ---------------
/ / 75% 750000 1963000
------------------------------ --------------- ---------------
/s/ Xxxx X Xxxxxxxx /X/ 100% 1000000 2812000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 556657 1307000
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxx Xxxxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 52500 56000
------------------------------ --------------- ---------------
/ / 50% 105000 181000
------------------------------ --------------- ---------------
/ / 75% 157500 306000
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxxxxxxxxx /X/ 100% 210000 431000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 71005 100000
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 XX Xxxxxxxx Xxxxxxx Xxx Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxx X. Xxxxxxxxxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 56250 60000
------------------------------ --------------- ---------------
/ / 50% 112500 184000
------------------------------ --------------- ---------------
/ / 75% 168750 308000
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Xxxxx /X/ 100% 225000 431000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 131376 225000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ Xxxx X. Xxxxxxxx
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 165000 176000
------------------------------ --------------- ---------------
/ / 50% 330000 650000
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Xxxxxxx /X/ 61% 400000 850709
------------------------------ --------------- ---------------
/ / 75% 495000 1124000
------------------------------ --------------- ---------------
/ / 100% 660000 1598000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 237081 383000
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 50000 53000
------------------------------ --------------- ---------------
/ / 50% 100000 206000
------------------------------ --------------- ---------------
/ / 75% 150000 359000
------------------------------ --------------- ---------------
/s/ Xxxx X. Xxxxxx /X/ 100% 200000 511000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 127029 288000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxx Xxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxx Xxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxxx Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 56250 60000
------------------------------ --------------- ---------------
/ / 50% 112500 210000
------------------------------ --------------- ---------------
/ / 75% 168750 361000
------------------------------ --------------- ---------------
/ / 100% 225000 511000
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxxx Xxxxxxxx /X/ 71% 160000 337368
------------------------------ --------------- ---------------
/ / Retention Bonus Only 114405 215000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxx Xxxxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 52500 56000
------------------------------ --------------- ---------------
/ / 50% 105000 181000
------------------------------ --------------- ---------------
/ / 75% 157500 306000
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxx /X/ 100% 210000 431000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 77605 116000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: W Xxxxxx Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 1000000 1065000
------------------------------ --------------- ---------------
/ / 50% 2000000 4438000
------------------------------ --------------- ---------------
/ / 75% 3000000 7810000
------------------------------ --------------- ---------------
/s/ W Xxxxxx Xxxxxxxx /X/ 100% 4000000 11183000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 0 0
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxx Xxx Xxxxxxxxx Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 56250 60000
------------------------------ --------------- ---------------
/ / 50% 112500 210000
------------------------------ --------------- ---------------
/ / 75% 168750 361000
------------------------------ --------------- ---------------
/s/ Xxxx Xxxxxx /X/ 100% 225000 511000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 124110 241000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 62500 67000
------------------------------ --------------- ---------------
/ / 50% 125000 188000
------------------------------ --------------- ---------------
/ / 75% 187500 310000
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxxx /X/ 100% 250000 431000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 147125 231000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxx 000 Xxxxx XxXxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 50000 53000
------------------------------ --------------- ---------------
/ / 50% 100000 206000
------------------------------ --------------- ---------------
/ / 75% 150000 359000
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxx /X/ 100% 200000 511000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 49313 51000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 56250 60000
------------------------------ --------------- ---------------
/ / 50% 112500 184000
------------------------------ --------------- ---------------
/ / 75% 168750 308000
------------------------------ --------------- ---------------
/s/ Xxxxx X. Xxxx /X/ 100% 225000 431000
------------------------------ --------------- ---------------
/ / Retention Bonus Only 140421 245000
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx Xx 000 Xxxxxxxxxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxx /X/ 100% 89000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40785 60840
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx Xxxxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxxx /X/ Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: No 24 0000 X Xxxxxxx Xxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/s/ Xxxx X Xxxxx /X/ 75% 51750 80670
------------------------------ --------------- ---------------
/ / 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 43741 66210
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxx XX Xxxxx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxxx Xxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/s/ Xxxxx X. Xxxxxxx /X/ 25% 13000 5990
------------------------------ --------------- ---------------
/ / 50% 26000 11980
------------------------------ --------------- ---------------
/ / 75% 39000 17970
------------------------------ --------------- ---------------
/ / 100% 52000 23960
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxx Xx Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxx Banerjee
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 31250 33280
------------------------------ --------------- ---------------
/ / 50% 62500 90530
------------------------------ --------------- ---------------
/ / 75% 93750 147770
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxx Banerjee /X/ 100% 125000 205010
------------------------------ --------------- ---------------
/ / Retention Bonus Only 73550 110770
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ Xxxxxx Xxxxxxxx
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34870
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 24670
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxx Xxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/s/ Xxxxxxxx X Xxxxxxx /X/ 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32785 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxx Xxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Xxxx /X/ 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only 12493 2830
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/s/ Xxxx X Xxxxx /X/ 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/ / 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only 12787 2900
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X 000xx Xxxxxx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature N/A
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/s/ Xxxx X Xxxxxxxxxx /X/ 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X 00xx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/s/ Xxxx X Xxxxxx /X/ 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxx Xxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22746 13810
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X 00xx Xxxxx X Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature NA
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Xxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 35275 40060
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxx Xx Xxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxxxxxx X. Xxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Xxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 000 X Xxxxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxx Xxxxxx /X/ 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 21947 26850
------------------------------ --------------- ---------------
HOME ADDRESS: XX Xxx X Xx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 13000 5990
------------------------------ --------------- ---------------
/ / 50% 26000 11980
------------------------------ --------------- ---------------
/ / 75% 39000 17970
------------------------------ --------------- ---------------
/s/ Xxx X Xxxxxx /X/ 100% 52000 23960
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 31250 33280
------------------------------ --------------- ---------------
/ / 50% 62500 90530
------------------------------ --------------- ---------------
/ / 75% 93750 147770
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxxxxx /X/ 100% 125000 205010
------------------------------ --------------- ---------------
/ / Retention Bonus Only 64550 94280
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx Xxxxx Xx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxx X. Xxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 45601 69570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 XX Xxxxx Xxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxx Xxxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/s/ Xxxxx X. Xxxxxxxx /X/ 75% 35250 7990
------------------------------ --------------- ---------------
/ / 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only 12683 2870
------------------------------ --------------- ---------------
HOME ADDRESS: Xxx XX Xxxxxx Xxxxx Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 10500 2000
------------------------------ --------------- ---------------
/ / 50% 21000 3990
------------------------------ --------------- ---------------
/ / 75% 31500 5990
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxx /X/ 100% 42000 7990
------------------------------ --------------- ---------------
/ / Retention Bonus Only 11178 2130
------------------------------ 30,822 Check --------------- ---------------
HOME ADDRESS: 0000 X Xxxxx Xxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 36775 41850
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxx Xxxxxx Xxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxx X Xxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 33525 37970
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxxxxx X. Xxxxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 45601 69570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx 00xx Xxxxxx Xxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxxxx Xxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxxxx Xxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 36775 22330
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxx Xxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxxx /X/ 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/ / 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/ / 100% 47000 10650
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxxx /X/ Retention Bonus Only 13975 3170
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxx Xxxx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 25007 15190
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 XX 000xx Xx Xxxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Xxxxxx /X/ 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 35275 40060
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxx Xxx Xxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/s/ Xxxxxxx X. Xxxxxx /X/ 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx Xxxx Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/s/ Xxxxxxx Xxxx Xxxx /X/ 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 Xxxxx Xx Xxxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxxxxx Xxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22882 13890
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx Xxxx 0 Xxx'x Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/s/ Xxxxxxx X. Xxxxxxxx /X/ 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxxxx /X/ 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/ / 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only 12493 2830
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxxxx Xxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxxxxxx X Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/s/ Xxxxxxxxxxx X Xxxxxxxx /X/ 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxxx /X/ 100% 62000 17890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 34125 38690
------------------------------ --------------- ---------------
HOME ADDRESS: 0 Xxxxxxxxx Xx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxxx X. Xxxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/s/ Xxxxxx X. Xxx /X/ 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 21947 13330
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 Xxxxxxxx Xxxx Xxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Xxxxxxxx /X/ 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/ / 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxx Xxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X. Xxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 13000 5990
------------------------------ --------------- ---------------
/ / 50% 26000 11980
------------------------------ --------------- ---------------
/ / 75% 39000 17970
------------------------------ --------------- ---------------
/s/ Xxxx X. Xxxxxxxxx /X/ 100% 52000 23960
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 Xxx Xxxx Xxxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 41500 44200
------------------------------ --------------- ---------------
/ / 50% 83000 127090
------------------------------ --------------- ---------------
/s/ Xxxxx X. Xxxxx /X/ 75% 124500 209980
------------------------------ --------------- ---------------
/ / 100% 166000 292880
------------------------------ --------------- ---------------
/ / Retention Bonus Only 87448 135970
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxx X. Xxxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22967 13950
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 Xxxxxx Xx Xxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxx Xxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxx Xxxxxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 25007 15190
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 XX 00xx Xxxxx Xxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx Xxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/s/ Xxxx Xxx Xxxxxx /X/ 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/ / 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxx Xx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxxx /X/ 75% 35250 7990
------------------------------ --------------- ---------------
/ / 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx Xxxxx Xxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxx X. Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 13000 5990
------------------------------ --------------- ---------------
/ / 50% 26000 11980
------------------------------ --------------- ---------------
/ / 75% 39000 17970
------------------------------ --------------- ---------------
/ / 100% 52000 23960
------------------------------ --------------- ---------------
/s/ Xxx X. Xxxxxxx /X/ Retention Bonus Only 16783 7730
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 XX Xxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxxx X Xxxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 49326 76300
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxxxxx Xxxx Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxx X. Xxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxxx Xxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 25007 15190
------------------------------ --------------- ---------------
HOME ADDRESS: N 0000 Xxxxxxx Xx Xxxx Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 25007 15190
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxx Xx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxx Xxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxx Xxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 25007 15190
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 XX 00xx Xxxxxx Xxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxx X. Xxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 000 X Xxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxx Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/s/ Xxxxx X. Xxxx Xx. /X/ 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only 12835 2910
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Loop Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/s/ Xxxxxx Loop Xxxxxx /X/ 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 36775 41850
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 XX 00xx Xx Xxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxxxxxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40021 59490
------------------------------ --------------- ---------------
HOME ADDRESS: 000 X Xxxxxx Xxxxx Xx Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 13000 5990
------------------------------ --------------- ---------------
/s/ Xxxx Xxxxx /X/ 50% 26000 11980
------------------------------ --------------- ---------------
/ / 75% 39000 17970
------------------------------ --------------- ---------------
/ / 100% 52000 23960
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 Xxx Xx XX Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Xxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxx Xxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxxxx Xxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxxxx Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxxxx Xxxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 34460 39090
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 Xxxxxxx Xxxx Xxxx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx Xxxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxxx Xxxxxx Xxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxx Xxxx XX Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
State of Idaho )
S.S
County of ADA )
On this 6th day of December in the year of [ILLEGIBLE] [ILLEGIBLE]
XXXXXXXX XXXXXXXX Xxxxxxxx Xxxxxxxx notary public personally appeared [ILLEGIBLE] X. Xxxxxx
NOTARY PUBLIC known or identified to me to be the person(s) whose name(s) is (are) subscribed to the [ILLEGIBLE]
STATE OF IDAHO instrument and acknowledged to me that he (she) (they) executed the same.
S /s/ Xxxxxxxx Xxxxxxxx
E ---------------------
A Notary Public
L My Commision Expires on June 19, 2009
-------------
NAME: Xxxx Xxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 13000 5990
------------------------------ --------------- ---------------
/ / 50% 26000 11980
------------------------------ --------------- ---------------
/ / 75% 39000 17970
------------------------------ --------------- ---------------
/s/ Xxxx Xxxx Xxxxxx /X/ 100% 52000 23960
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 00 0xx Xxxxxx Xx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxx Xxxxxx
-----------------------------
Witness's Signature /s/ Xxxx Xxxxxx
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxxx X. Xxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 36775 41850
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxx X Xxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 23987 14570
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxx Xxxxx Xxxx Xxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxxxxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40765 60840
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxx Xxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 28250 30090
------------------------------ --------------- ---------------
/ / 50% 56500 73310
------------------------------ --------------- ---------------
/ / 75% 84750 116530
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Xxxxx /X/ 100% 113000 159750
------------------------------ --------------- ---------------
/ / Retention Bonus Only 55163 71260
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxx 00 X Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxx X. Xxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx Xxxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxxxxx Xxxxxx /X/ 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22967 13950
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxxx Xx Xxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxxxx X Xxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxx / / 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40765 60840
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 X Xxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Read Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/s/ [ILLEGIBLE] /X/ Retention Bonus Only 35275 40060
------------------------------ --------------- ---------------
HOME ADDRESS: 000 X Xxxxxx Xxx Xxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxxx X. Xxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxx Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxx Xxxxxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 43741 66210
------------------------------ --------------- ---------------
HOME ADDRESS: Number 4 0000 Xxxxx Xxxx Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature N/A
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxxx Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxxx Xxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxx Xxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
[ILLEGIBLE]
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxx /X/ 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/ / 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40765 60840
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxx Xxxxx /X/ 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/ / 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxx Xxxxxx Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/s/ Xxxx Xxxx /X/ 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/ / 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 41571 62290
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx Xxxxxx Xxxxx Xxxx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxx Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 13000 5990
------------------------------ --------------- ---------------
/s/ Xxx Xxxxxxxx /X/ 50% 26000 11980
------------------------------ --------------- ---------------
/ / 75% 39000 17970
------------------------------ --------------- ---------------
/ / 100% 52000 23960
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: XXX 0 Xxx 000 Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/s/ Xxxxxxx X. Xxxxxxxx /X/ 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: XX Xxx 000 Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxx Xxxxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxxxx /X/ 75% 51750 80670
------------------------------ --------------- ---------------
/ / 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40765 60840
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxx Xxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 33650 38120
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxxx Xx Xxx'x Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxxx Xxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 36775 41850
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 XX 00xx Xxx Xxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ Xxxxxx X. Xxxxx
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
XXXXXX X. XXXXX
NOTARY PUBLIC
STATE OF WASHINGTON
COMMISSION EXPIRES
JUNE 1, 2005
NAME: Xxxx XxXxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/s/ Xxxx XxXxxxx /X/ Retention Bonus Only 36775 41850
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 XX 000xx Xxx Xxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxx /X/ 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 21947 13330
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxx Xx XX Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22967 13950
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxx Xxxxx Xxxxxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxxxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxxxx Xxxxx /X/ Retention Bonus Only 25007 15190
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 XX 00xx Xx Xxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxxxxx Xxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxxxxxx Xxxxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxx Xxxxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxxxx /X/ 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 Xxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xx Xxxxxx /X/ Retention Bonus Only 21947 13330
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxx Xxxxx Xx Xxxxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxx X Xx Xxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxx XxXxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 28250 30090
------------------------------ --------------- ---------------
/ / 50% 56500 73310
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxx XxXxxxxx /X/ 75% 84750 116530
------------------------------ --------------- ---------------
/ / 100% 113000 159750
------------------------------ --------------- ---------------
/ / Retention Bonus Only 49313 62310
------------------------------ --------------- ---------------
HOME ADDRESS: 000 X Xxxxx Xxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxxxxxx X Xx Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxxxxxxx X Xx Xxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 00xx Xxx Xx XX Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xx Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 31250 33280
------------------------------ --------------- ---------------
/ / 50% 62500 90530
------------------------------ --------------- ---------------
/ / 75% 93750 147770
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xx Xxxx /X/ 100% 125000 205010
------------------------------ --------------- ---------------
/ / Retention Bonus Only 65750 96480
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X 00xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 28250 30090
------------------------------ --------------- ---------------
/ / 50% 56500 73310
------------------------------ --------------- ---------------
/ / 75% 84750 116530
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxx /X/ 100% 113000 159750
------------------------------ --------------- ---------------
/ / Retention Bonus Only 49313 62310
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X 0xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature Not Available
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxx /X/ 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Colin Xxxxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Colin Xxxxxxx Xxxxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40765 60840
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
/s/ [ILLEGIBLE]
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 31250 33280
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxxx Xxxxxx /X/ 50% 62500 90530
------------------------------ --------------- ---------------
/ / 75% 93750 147770
------------------------------ --------------- ---------------
/ / 100% 125000 205010
------------------------------ --------------- ---------------
/ / Retention Bonus Only 65750 96480
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxxxx X Xxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 33650 38120
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxx Xxxx 000 Xxxxxxxxxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 13000 5990
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxxx /X/ 50% 26000 11980
------------------------------ --------------- ---------------
/ / 75% 39000 17970
------------------------------ --------------- ---------------
/ / 100% 52000 23960
------------------------------ --------------- ---------------
/ / Retention Bonus Only 17498 8060
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxx Xx Xxx'x Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 28250 30090
------------------------------ --------------- ---------------
/ / 50% 56500 73310
------------------------------ --------------- ---------------
/ / 75% 84750 116530
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxxxxx /X/ 100% 113000 159750
------------------------------ --------------- ---------------
/ / Retention Bonus Only 49313 62310
------------------------------ --------------- ---------------
HOME ADDRESS: 000 X Xxxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxxx Xxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 23392 14200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxx Xxxxx Xxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx Xx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxx Xx Xxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: C Xxxxx X'Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/s/ C Xxxxx X'Xxxxx /X/ 75% 35250 7990
------------------------------ --------------- ---------------
/ / 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxx Xxx X'Xxxxx
-----------------------------
Witness's Signature /s/ Xxxxxxxx X. Xxxxx
----------------------------
Notary Public
Xxxxxxxx X. Xxxxx #66421
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/ / 100% 69000 111830
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxxx /X/ Retention Bonus Only 40765 60840
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxx Xx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxx Xxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxx XX Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxx X Xxxxxx
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Bradford Xxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Bradford Xxx Xxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40021 45710
------------------------------ --------------- ---------------
HOME ADDRESS: 000 XX Xxxxxxxxx Xxxxx Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxxx /X/ 75% 51750 80670
------------------------------ --------------- ---------------
/ / 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 43741 66210
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxxxx Xxxx Xx Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Witness's Signature /s/ Xxxxxx Xxxxxx
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxx Xxxxxx 12.6.04 /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 19123 11610
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxx 00 Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE] 12-6-04
-----------------------------
Witness's Signature /s/ [ILLEGIBLE] 12-6-04
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 28250 30090
------------------------------ --------------- ---------------
/ / 50% 56500 73310
------------------------------ --------------- ---------------
/ / 75% 84750 116530
------------------------------ --------------- ---------------
/s/ Xxxxxxx X. Xxxxxx /X/ 100% 113000 159750
------------------------------ --------------- ---------------
/ / Retention Bonus Only 49313 62310
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
-----------------------------
Commission expires 09/17/2006
[SEAL]
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx G Real
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/s/ Xxxxx G Real /X/ 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 24670
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxx Xxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Xxxxxx /X/ Retention Bonus Only 34375 38990
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxxx Xxxx XxXxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: J Xxxxx Xxxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 28250 30090
------------------------------ --------------- ---------------
/ / 50% 56500 73310
------------------------------ --------------- ---------------
/ / 75% 84750 116530
------------------------------ --------------- ---------------
/s/ J Xxxxx Xxxxxxxxxx /X/ 100% 113000 159750
------------------------------ --------------- ---------------
/ / Retention Bonus Only 49313 62310
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxx Xxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
Xxxxxx [ILLEGIBLE]
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxxxx /X/ Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxx Xxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxx Xxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 36775 41850
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxx Xxx Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 28250 30090
------------------------------ --------------- ---------------
/ / 50% 56500 73310
------------------------------ --------------- ---------------
/ / 75% 84750 116530
------------------------------ --------------- ---------------
/s/ Xxxx X Xxxxxxxx /X/ 100% 113000 159750
------------------------------ --------------- ---------------
/ / Retention Bonus Only 49313 62310
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X 00xx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxx Xxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 31250 33280
------------------------------ --------------- ---------------
/ / 50% 62500 90530
------------------------------ --------------- ---------------
/ / 75% 93750 147770
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxx /X/ 100% 125000 205010
------------------------------ --------------- ---------------
/ / Retention Bonus Only 64550 94280
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx Xxxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxxx Xxxxxxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 23963 14550
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxxxxxx Xxxx Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxx X Xxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
-----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx Xxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxxxx Xxxxxxxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 42315 63640
------------------------------ --------------- ---------------
HOME ADDRESS: 00 Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 13000 5990
------------------------------ --------------- ---------------
/s/ Xxxxx X. Xxxxxxx /X/ 50% 26000 11980
------------------------------ --------------- ---------------
/ / 75% 39000 17970
------------------------------ --------------- ---------------
/ / 100% 52000 23960
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx X Xxx Xx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40765 60840
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxx Xxxxxx /X/ Retention Bonus Only 32875 37200
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxx X Xxxxxxxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40765 60840
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxx Xxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx Xxxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/s/ Xxxx Xxxxxxxx /X/ 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only 13975 3170
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxxx Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Stocks
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxxxx Stocks /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40765 60840
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxx Xxxxx Xxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/s/ Xxxx Xxxxx /X/ 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only 13095 2970
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxx Xx Xxxxx Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 28250 30090
------------------------------ --------------- ---------------
/ / 50% 56500 73310
------------------------------ --------------- ---------------
/ / 75% 84750 116530
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxxx /X/ 100% 113000 159750
------------------------------ --------------- ---------------
/ / Retention Bonus Only 49313 62310
------------------------------ --------------- ---------------
HOME ADDRESS: 000 X Xxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxxxxx, Xx.
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxx X Xxxxxxx, Xx. /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx Xxxxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxxx Xxxxx Xxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22967 13950
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxx Xxxxx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ Xxxxxxxx Xxxxx
-----------------------------
XXXXXXXX XXXXX
Witness's Signature /s/ Xxxxxx X. Xxxxxx
----------------------------
XXXXXX X XXXXXX
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx Xxxxx Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/s/ Xxxx Xxxxx Xxxx /X/ 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 45601 69570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 XX 0xx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/s/ Xxxxxx Xxxxxx /X/ 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxx Xxxxxx Xxxxxxxx, XX X0X 0X0
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 31250 33280
------------------------------ --------------- ---------------
/ / 50% 62500 90530
------------------------------ --------------- ---------------
/ / 75% 93750 147770
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxxxxx /X/ 100% 125000 205010
------------------------------ --------------- ---------------
/ / Retention Bonus Only 68750 101970
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxxxxxxxx Xxxx Xxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxxx Xxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxx Xxxxxxx Xxx Xxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 35275 40060
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxx Xxxx Xx Xxxxxxxx Xxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Xxxxxx /X/ 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 000 Xxxx Xxxxxxxxxx Xxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 11750 2660
------------------------------ --------------- ---------------
/ / 50% 23500 5330
------------------------------ --------------- ---------------
/ / 75% 35250 7990
------------------------------ --------------- ---------------
/s/ Xxxx Xxxxx /X/ 100% 47000 10650
------------------------------ --------------- ---------------
/ / Retention Bonus Only 13975 3170
------------------------------ --------------- ---------------
HOME ADDRESS: 0 Xxxxx'x Xxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxx X Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/s/ Xxxx X Xxxx /X/ Retention Bonus Only 36775 41850
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 XX 00xx Xxxxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
12,145 check
/s/ Xxxxxxxx X. Xxxxxx /X/ 50% 22,355 retern. 34500 49600
------------------------------ --------------- ---------------
/ / 75% 51750 80830
------------------------------ --------------- ---------------
/ / 100% 69000 112060
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 27610
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
------------------------------
Witness's Signature /s/ [ILLEGIBLE]
-----------------------------
Commission Expires 09/13/2006
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
[SEAL]
NAME: Xxxxxxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxxx X. Xxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 34125 38690
------------------------------ --------------- ---------------
HOME ADDRESS: 0 Xxxxxxx Xxxxxxx Xxxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/s/ Xxxxx X. Xxxxxxx /X/ 25% 13000 5990
------------------------------ --------------- ---------------
/ / 50% 26000 11980
------------------------------ --------------- ---------------
/ / 75% 39000 17970
------------------------------ --------------- ---------------
/ / 100% 52000 23960
------------------------------ --------------- ---------------
/ / Retention Bonus Only 19123 8810
------------------------------ --------------- ---------------
HOME ADDRESS: 0000X Xxxxxx Xxxxx XX Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx A Wake
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxx X. Wake /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 33775 38270
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxxxx Xxx Xxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/ / 100% 57000 34610
------------------------------ --------------- ---------------
/s/ Xxxxx X Xxxxxxx /X/ Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxx Xxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/ / 75% 51750 80670
------------------------------ --------------- ---------------
/ / 100% 69000 111830
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxx /X/ Retention Bonus Only 25007 32380
------------------------------ ($34,000) gross --------------- ---------------
HOME ADDRESS: 00000 XX 00xx Xxxx Xxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxxx X. Xxxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 22355 13570
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
[SEAL]
Commission
Expires 12/21/07
NAME: Xxxxxxx Xxx Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxxx Xxx Xxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 36775 41850
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 Xxxxxx Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxxx X Xxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32275 36490
------------------------------ --------------- ---------------
HOME ADDRESS: 000 XX Xxxxxxxx Xx Xxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxxxx /X/ 100% 62000 71890
------------------------------ --------------- ---------------
/ / Retention Bonus Only 32525 36780
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 X 00xx XX Xxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxx X Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 28250 30090
------------------------------ --------------- ---------------
/ / 50% 56500 73310
------------------------------ --------------- ---------------
/ / 75% 84750 116530
------------------------------ --------------- ---------------
/s/ Xxxxxx X Xxxxx /X/ 100% 113000 159750
------------------------------ --------------- ---------------
/ / Retention Bonus Only 49313 62310
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 Xxxxxxxxxxx Xx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx X Xxxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 15500 16510
------------------------------ --------------- ---------------
/ / 50% 31000 34970
------------------------------ --------------- ---------------
/ / 75% 46500 53430
------------------------------ --------------- ---------------
/ / 100% 62000 71890
------------------------------ --------------- ---------------
/s/ Xxxxxxx X. Xxxxxxx /X/ Retention Bonus Only 35275 40060
------------------------------ --------------- ---------------
December 8, 2004
HOME ADDRESS: Apt 4 0000 Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature
-----------------------------
Witness's Signature
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxx Xxxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/s/ Xxx X. Xxxxxx /X/ 25% 13000 5990
------------------------------ --------------- ---------------
/ / 50% 26000 11980
------------------------------ --------------- ---------------
/ / 75% 39000 17970
------------------------------ --------------- ---------------
/ / 100% 52000 23960
------------------------------ --------------- ---------------
/ / Retention Bonus Only N/A N/A
------------------------------ --------------- ---------------
HOME ADDRESS: X.X. Xxx 000 Xxxxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxx Xxxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 14250 8650
------------------------------ --------------- ---------------
/ / 50% 28500 17310
------------------------------ --------------- ---------------
/ / 75% 42750 25960
------------------------------ --------------- ---------------
/s/ Xxxxxxx Xxxxx /X/ 100% 57000 34610
------------------------------ --------------- ---------------
/ / Retention Bonus Only 23681 14380
------------------------------ --------------- ---------------
HOME ADDRESS: 00000 Xxx Xxxxxx Xx Xxxxxxxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
NAME: Xxxxxxxx Xxxxxx Xxxx
INVESTMENT ELECTION
SIGNATURE Please check the box CLASS B AND
Please sign next to your indicating your investment INVESTMENT
investment election election AMOUNT CLASS C
/ / 25% 17250 18370
------------------------------ --------------- ---------------
/ / 50% 34500 49520
------------------------------ --------------- ---------------
/s/ Xxxxxxxx Xxxxxx Wolf /X/ 75% 51750 80670
------------------------------ --------------- ---------------
/ / 100% 69000 111830
------------------------------ --------------- ---------------
/ / Retention Bonus Only 40765 60840
------------------------------ --------------- ---------------
HOME ADDRESS: 0000 X Xxxxxx Xxx Xxxxx, XX 00000
CONSENT
The undersigned spouse of Employee Investor hereby acknowledges that I have read
the foregoing Management Equity Agreement and that I understand its contents. I
am aware that the Agreement provides for the repurchase of my spouse's Units
under certain circumstances and imposes other restrictions on the transfer of
such Units. I agree that my spouse's interest in the Units is subject to this
Agreement, and any interest I may have in such Units shall be irrevocably bound
by this Agreement, and further that my community property interest, if any,
shall be similarly bound by this Agreement.
Spouse's Signature /s/ [ILLEGIBLE]
-----------------------------
Witness's Signature /s/ [ILLEGIBLE]
----------------------------
(SIGNATURE PAGE TO MANAGEMENT EQUITY AGREEMENT)
