**EXHIBIT10.47****INCENTIVE UNIT GRANT AGREEMENT**     This INCENTIVE UNIT GRANT AGREEMENT (this “Agreement”) is made as of October 28, 2005,by and between V.G.A.T. Investors, LLC, a Delaware limited liability company (the“Company”), and                      (the “Executive”).     WHEREAS, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), datedas of September 13, 2005, by and among the Company, Vaughn Merger Sub, Inc., a Delaware corporationand a direct wholly-owned subsidiary of the Company (“Merger Sub”), AT HoldingsCorporation, a Delaware corporation, (“AT Holdings”), Argo-Tech Corporation, a Delawarecorporation (“Argo Tech”), and GreatBanc Trust Company as Trustee for the Argo-TechCorporation Employee Stock Ownership Plan (the “ESOP Trustee”), on the date hereof MergerSub will merge (the “Merger”) with and into AT Holdings with AT Holdings surviving as awholly owned Subsidiary of the Company;     WHEREAS, pursuant to a Unit Purchase Agreement (the “Unit Purchase Agreement”), datedas of the date hereof, by and among Vestar Capital Partners IV, L.P., a Delaware limitedpartnership (“Vestar IV”), Vestar/V.G.A.T. Investors, LLC, a Delaware limited liabilitycompany (“Vestar/V.G.A.T.” and, together with Vestar IV, “Vestar”), Greenbriar Equity Fund,L.P. a Delaware limited partnership (“GEF”), Greenbriar Co-Investment Partners, L.P. aDelaware limited partnership (“GCP”), Greenbriar Co-Investment-AT, LLC, a Delaware limitedpartnership (“GC” and, together with GEF and GCP, “Greenbriar”), GS MezzaninePartners III Onshore Fund, L.P., a Delaware limited partnership (“GS Onshore”), GSMezzanine Partners III Offshore Fund, L.P., an exempted limited partnership organized under thelaws of the Cayman Islands (“GS Offshore” and together with GS Onshore, “GSMezzanine”), and the Management Investors (as defined therein), Vestar, Greenbriar, GSMezzanine and the Management Investors have purchased membership interests in the Company;     WHEREAS, following the Merger the Executive will render services to or for the benefit of theCompany and its Subsidiaries; and     WHEREAS, on the terms and subject to the conditions contained herein, the Company desires togrant to the Executive such Class B Units and Class C Units (as defined herein) of the Company asare set forth on Schedule I attached hereto.     NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutualrepresentations, warranties, covenants and agreements contained herein, the parties hereto agree asfollows:1. Definitions.     1.1. Activity Date. The term “Activity Date” shall mean the first date onwhich Executive engages in Competitive Activity.     1.2. Affiliate. The term “Affiliate” shall have the meaning set forth in theLLC Agreement.
 

 
     1.3. Agreement. The term “Agreement” shall have the meaning set forth in thepreface.     1.4. AT Holdings. The term “AT Holdings” shall have the meaning set forth inthe preface.     1.5. Argo Tech. The term “Argo Tech” shall have the meaning set forth in thepreface.     1.6. Board. The term “Board” shall mean the Management Committee (as definedin the LLC Agreement) of the Company.     1.7. Cash Deferral Conditions. The term “Cash Deferral Conditions” shall havethe meaning set forth in Section 6.1.     1.8. Cause. The term “Cause” shall mean:          (a) Executive is indicted or charged with, or pleads guilty or *nolo contendere*to, (A) afelony or (B) a crime involving moral turpitude that is either materially detrimental to theCompany or that brings the Company into public disgrace or disrepute;          (b) in carrying out his duties to the Company, the Executive engages in conduct thatconstitutes gross neglect or willful misconduct;          (c) Executive engages in willful misconduct resulting in or intended to result in directpersonal gain to Executive at the Company’s expense or that brings the Company into public disgraceor disrepute, or the Executive has made, or is aware of, any material and knowing misrepresentationto the Company or any of its Subsidiaries in any Transaction Document (as defined in the MergerAgreement);          (d) the Executive breaches any material provision of this Agreement, any employment agreementwith the Company or any Subsidiary, if any, or breaches in any material respect any Company policygoverning employee conduct in the workplace, including, without limitation, policies relating tothe use of illicit drugs, alcohol abuse and sexual harassment, and such breach has not been curedprior to 30 days following notice from the Company;          (e) the Executive’s repeated refusal to perform duties or responsibilities as reasonablydirected by the Board in writing; or          (f) the Executive’s material breach of a fiduciary obligation to the Company or a materialbreach of any confidentiality or non-competition obligations.     1.9. Class A Units. The term “Class A Units” shall have the meaning set forthin the LLC Agreement and shall include any securities of the Company or any other Person that maybe received in respect thereof.
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     1.10. Class B Units. The term “Class B Units” shall have the meaning setforth in the LLC Agreement and shall include any securities of the Company or any other Person thatmay be received in respect thereof.     1.11. Class C Units. The term “Class C Units” shall have the meaning setforth in the LLC Agreement and shall include any securities of the Company or any other Person thatmay be received in respect thereof.     1.12. Code. The term “Code” means the United States Internal Revenue Code of1986, as amended.     1.13. Company. The term “Company” shall have the meaning set forth in thepreface.     1.14. Company Sale. The term “Company Sale” shall mean the dissolution of theCompany in accordance with this Agreement or the consummation of a transaction, whether in a singletransaction or in a series of related transactions that are consummated contemporaneously (orconsummated pursuant to contemporaneous agreements), with any other Person or group of relatedPersons (other than Vestar or Greenbriar) on an arm’s-length basis, pursuant to which such Personor group of related Persons (i) acquire (whether by merger, stock purchase, recapitalization,reorganization, redemption, issuance of capital stock or otherwise) more than 50 percent of (A) theCompany’s Units or (B) the total number of shares of AT Holdings Corporation’s or Argo-TechCorporation’s common stock outstanding (in each case assuming that all equity securitiesconvertible into or exercisable for the Company’s Units or for shares of common stock of ATHoldings or Argo-Tech, as the case may be, have been so converted or exercised), or (ii) acquireassets constituting all or substantially all of the assets of the Company’s Subsidiaries on aconsolidated basis; provided that in no event shall a Company Sale be deemed to include anytransaction effected for the purpose of (x) changing, directly or indirectly, the form oforganization or the organizational structure of the Company or any of its Subsidiaries or (y)contributing equity securities to entities controlled by the Company.     1.15. Competitive Activity. Executive shall be deemed to have engaged in“Competitive Activity” if: while employed by the Company or any of its Subsidiaries, andduring the period from the date of termination of Executive’s employment by the Company or any ofits Subsidiaries for any reason until the first anniversary of the date of such termination,Executive, directly or indirectly, either for himself or for any other individual, corporation,partnership, joint venture or other entity:     (a) participates in any business (including, without limitation, any division, group orfranchise of a larger organization) anywhere in the Non Competition Area (defined below) whichengages or which proposes to engage in the promotion, development, sale, distribution or productionof any (i) aircraft engine fuel pumps, (ii) commercial and military airframe fuel system productsand services, (iii) aerial refueling pumps, (iv) ground fueling components, (v) fuel managementsystems, (vi) cryogenic pumps, or (vii) any products or product lines that compete with any of theforegoing or other products or product lines of the Company or any Subsidiary (a “CompetitiveBusiness”) (A) at any time during the Executive’s employment with the Company, if thedetermination of whether or not Executive has engaged in “Competitive
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Activity” is being made during his employment with the Company or (B) at the time of Executive’s termination of employmentby the Company; or     (b) (i) induces or attempts to induce any employee of the Company or any of its Subsidiariesto leave the employ of the Company or such Subsidiary, or in any way interferes with therelationship between the Company or any Subsidiary and any employee thereof, including inducing orattempting to induce any union, employee or group of employees to interfere with the business oroperations of the Company or its Subsidiaries, (ii) hires any person who was an employee of theCompany or any Subsidiary unless at least twelve months has elapsed since the termination of suchemployee’s employment by the Company or any Subsidiary, as the case may be, or (iii) induces orattempts to induce any customer, supplier, distributor, franchisee, licensee or other businessrelation of the Company or any Subsidiary to cease doing business with the Company or suchSubsidiary, or in any way interferes with the relationship between any such customer, supplier,distributor, franchisee, licensee or business relation and the Company or any Subsidiary.     For purposes of this Agreement, the term “participate in” shall include, without limitation,having any direct or indirect interest in any corporation, partnership, joint venture or otherentity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor orotherwise, or rendering any direct or indirect service or assistance to any individual,corporation, partnership, joint venture or other business entity (whether as a director, officer,manager, supervisor, employee, agent, consultant or otherwise). For the purposes of thisAgreement, “Non Competition Area” means anywhere in the world. Notwithstanding the above,Executive shall not be prohibited from (i) owning up to 3% of the outstanding stock of acorporation which is publicly traded, so long as Executive has no active participation in thebusiness of such corporation; or (ii) becoming employed by any entity or organization that has adivision, group, Subsidiary or franchise that engages in any Competitive Business (a “CompetingEmployer”); provided, that (A) Executive’s employment with such Competing Employer does notrequire Executive to provide any services on behalf of, or otherwise interact with, such division,group, Subsidiary or franchise that engages in any Competing Business, (B) Executive causes theCompeting Employer to screen Executive from the Competing Employer’s activities involving aCompeting Business and (C) the disclosure by Executive of any confidential or proprietaryinformation concerning the Company or any of its Subsidiaries to a Competing Employer or any of itsaffiliates shall be deemed to be a Competing Activity.     1.16. Credit Agreement. The term “Credit Agreement” shall mean AT Holdings’principal credit facility, which shall initially be that certain Fourth Amended and Restated CreditAgreement, dated September 13, 2005 by and among Argo Tech, AT Holdings, the Lenders (as definedtherein) and National City Bank, as Administrative Agent, any successor principal credit facilityin replacement thereof and any ancillary and related documents thereto.     1.17. ESOP Trustee. The term “ESOP Trustee” shall have the meaning set forthin the preface.     1.18. Executive. The term “Executive” shall have the meaning set forth in thepreface.
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     1.19. Executive Group. The term “Executive Group” shall have the meaning setforth in Section 5.1(a).     1.20. Fair Market Value. The term “Fair Market Value” means, with respect toany asset or securities, the fair market value for such assets or securities as between a willingbuyer and a willing seller in an arm’s length transaction occurring on the date of valuation,taking into account all relevant factors determinative of value, as is determined in good faith bythe Board, and subject to the approval of the Majority Unitholders (as such term is defined in theLLC Agreement). The Board shall communicate its determination of Fair Market Value to Executiveand, unless Executive objects to such determination within fifteen days of receipt of suchdetermination, Fair Market Value shall be the value so notified by the Board. If Executivedisagrees with such determination of Fair Market Value, then it shall notify the Company andExecutive and a representative identified by the Board shall negotiate regarding the determinationfor a period of up to fifteen days. If Executive and the Board are unable to reach agreementwithin 30 days after the Board has notified Executive of its determination of Fair market Value,then an Expert (as defined in the LLC Agreement) shall be selected jointly by Executive and theBoard or, if such selection cannot be made within 15 days, by an Expert selected by the AmericanArbitration Association in accordance with its commercial arbitration rules for arbitrators. TheExpert shall determine Fair Market Value in accordance with the terms and provisions of thisdefinition. The Board and Executive each shall deliver to the Expert promptly, and in any eventwithin five days, after the selection of the Expert, a written statement setting forth itsrespective determination of Fair Market value and shall provide reasonable supporting documentation for suchdetermination. The Expert shall deliver to the Board and Executive, as promptly as practicable andin any event within 30 days after its selection, a written report setting forth the determinationof Fair Market Value as determined in accordance with the terms of this definition. The Expertshall select the position of either the Board or Executive as its determination of Fair MarketValue and may not impose an alternative resolution. The Expert shall make its determination basedon presentations and supporting material provided by the parties and, at its election, based uponits independent review. Fair Market Value as determined by the Expert shall be, absent manifesterror or fraud, final, conclusive and binding upon the parties. The fees, costs and expenses ofthe Expert shall be borne by (x) the Company, if Fair Market Value as determined by Executive isselected by the Expert or (y) Executive, if Fair Market Value as determined by Board is selected bythe Expert.     1.21. Greenbriar. The term “Greenbriar” shall have the meaning set forth inthe preface.     1.22. GS Mezzanine. The term “GS Mezzanine” shall have the meaning set forthin the preface.     1.23. Investors. The term “Investors” shall mean Vestar and Greenbriar.     1.24.LLC Agreement. The term “LLC Agreement” shall mean the Amended andRestated Limited Liability Company Agreement of the Company, dated as of the date hereof, enteredinto by and among the Company and its members, as amended from time to time in accordance with itsterms.
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     1.25. Losses. The term “Losses” shall have the meaning set forth inSection 8.5.     1.26. Merger Agreement. The term “Merger Agreement” shall have the meaningset forth in the preface.     1.27. Merger Sub. The term “Merger Sub” shall have the meaning set forth inthe preface.     1.28. Permitted Transferee. The term “Permitted Transferee” means anytransferee of Units pursuant to clause (v) of the definition of “Exempt Transfer” in theSecurityholders Agreement.     1.29. Person. The term “Person” shall mean any individual, corporation, partnership, limitedliability company, trust, joint stock company, business trust, unincorporated association, jointventure, governmental authority or other entity of any nature whatsoever.     1.30. Public Offering. The term “Public Offering” shall have the meaning setforth in the Securityholders Agreement.     1.31. Return Hurdle. The term “Return Hurdle” shall have the meaning setforth in Section 4(a)(ii).     1.32. Rollover Amount. The term “Rollover Amount” shall have the meaning setforth in the Merger Agreement.     1.33. Rollover Securities. The term “Rollover Securities” shall have themeaning set forth in Section 4(b).     1.34. Securities Act. The term “Securities Act” shall mean the United StatesSecurities Act of 1933, as amended, and all rules and regulations promulgated thereunder, as thesame may be amended from time to time.     1.35. Securityholders Agreement. The term “Securityholders Agreement” shallmean the Securityholders Agreement, dated as of the date hereof, among the Company, Vestar,Greenbriar, GS Mezzanine and the other securityholders party thereto, as it may be amended orsupplemented thereafter from time to time.     1.36. Subsidiary. The term “Subsidiary” shall have the meaning set forth inthe LLC Agreement.     1.37. Subordinated Note. The term “Subordinated Note” shall have the meaningset forth in Section 6.1.     1.38. Tax or Taxes. The terms “Tax” or “Taxes” shall mean (i) anyUnited States federal, state or local, or any non-United States, net or gross income, grossreceipts, net proceeds, license, payroll, employment, excise, severance, stamp, occupation,premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs,capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real
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property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimatedor other taxes, assessments, duties, fees, levies or other governmental charges of any kindwhatever, whether disputed or not, including any interest, penalty or addition thereto; or (ii) anyliability for or in respect of the payment of any amount described in clause (i) of this definitionas a member of a consolidated, affiliated, unitary or similar group, as a transferee or successor,by contract or otherwise.     1.39. Unit Purchase Agreement. The term “Unit Purchase Agreement” shall havethe meaning set forth in the preface.     1.40. Units. The term “Units” shall mean the Class A Units, the Class B Unitsand/or the Class C Units issued by the Company to the Executive pursuant to this Agreement and/orthe Unit Purchase Agreement, as applicable.     1.41. Vestar. The term “Vestar” shall have the meaning set forth in thepreface.2. Grant of Units.     2.1. Closing Events. Subject to the Executive executing and delivering to the Companythe LLC Agreement and the Securityholders Agreement and the other terms and conditions set forth inthis Agreement, the Company hereby grants to Executive, as of the date hereof, 1,705 Class B Unitsand 1,705 Class C Units. Upon the execution and delivery of this Agreement by the parties hereto,the Company shall modify the unit register of the Company to reflect Executive’s ownership of thenumber of Class B Units and Class C Units set forth above.     2.2. Section 83(b) Election. With respect to the Class B Units and Class C Unitsreceived by Executive, within 30 days after the Closing, Executive shall make a timely electionwith the Internal Revenue Service under Section 83(b) of the Code and the regulations promulgatedthereunder, in the form of Exhibit A attached hereto.     2.3. Equity Agreements. Simultaneously with the execution of this Agreement, theExecutive shall execute joinders, in form and substance acceptable to the Company, to each of theLLC Agreement and the Securityholders Agreement.3. Representations and Warranties. The Executive represents and warrants to theCompany that the statements contained in this Section 3.1 are correct and complete as of the dateof this Agreement, with respect to himself:     3.1. Power and Authority. The Executive has full power and authority to execute anddeliver this Agreement and perform his obligations hereunder.     3.2. Noncontravention. To the knowledge of the Executive, neither the execution andthe delivery of this Agreement nor the consummation of the transactions contemplated hereby willviolate any provision of law, statute, rule or regulation to which the Executive is subject.
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     3.3. Brokers’ Fees. The Executive has no liability or obligation to pay any fees orcommissions to any broker, finder, or agent with respect to the transactions contemplated by thisAgreement for which the Company or any of its affiliates could become liable or obligated.     3.4. Units Unregistered. The Executive acknowledges and represents that Executive hasbeen advised by the Company that:     (a) the grant of the Units hereunder has not been registered under the Securities Act;     (b) the Units must be held indefinitely and the Executive must continue to bear theeconomic risk of the investment in the Units unless the offer and sale of such Units aresubsequently registered under the Securities Act and all applicable state securities laws oran exemption from such registration is available;     (c) there is no established market for the Units and it is not anticipated that therewill be any public market for the Units in the foreseeable future;     (d) a restrictive legend in the form set forth below and the legends set forth inSection 8.2 of the Securityholders Agreement and on the cover page of the LLCAgreement shall be placed on the certificates representing the Units if any suchcertificates shall be issued in the future:“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAINREPURCHASE OPTIONS AND OTHER PROVISIONS SET FORTH IN A UNIT GRANT AGREEMENT BETWEEN THE ISSUER AND THEEXECUTIVE DATED AS OF OCTOBER 28, 2005, AS AMENDED AND MODIFIED FROM TIME TOTIME, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE ISSUER’SPRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE”; and     (e) a notation shall be made in the appropriate records of the Company indicating thatthe Units are subject to restrictions on transfer and, if the Company should at some time inthe future engage the services of a securities transfer agent, appropriate stop-transferinstructions will be issued to such transfer agent with respect to the Units.4. Vesting and Forfeiture.          (a) General. None of the Class B Units or Class C Units granted to the Executivepursuant to this Agreement are vested as of the date hereof.     (i) Vesting of Class B Units. Subject to Sections 4(b) and4(c) below, 20% of the Class B Units granted hereunder will vest effective as of theend of each fiscal year commencing at the end of the fiscal year ended October 31, 2006, solong as the Executive remains continuously employed by the Company or any of itsSubsidiaries until the end of each such fiscal year; provided that for fiscal yearsfollowing October 31, 2006, unless the Executive’s employment by the Company and itsSubsidiaries is
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terminated by the Company for Cause or voluntarily by the Executive, theClass B Units that would vest in such fiscal year will vest on a daily basis, such that ifExecutive’s employment by the Company terminated during such fiscal year the number of ClassB Units that would vest with respect to such fiscal year would be equal to (i) the productof 0.20 multiplied by the number of Class B Units held by the Executive, multiplied by (ii)a fraction, the numerator of which is equal to the number of days that have elapsed in suchfiscal year prior to the date such termination occurs, and the denominator of which is 365.     (ii) Vesting of Class C Units. Subject to Sections 4(b) and4(c) below, as of the end of each fiscal year commencing with the fiscal year endedOctober 31, 2006, 20% of the Class C Units granted hereunder will be eligible to vest asdescribed in this Section 4(a)(ii), so long as the holder of such Class C Unitsremains continuously employed by the Company or any of its Subsidiaries until the end ofeach such fiscal year (the “Time Condition”). Class C Units for which the TimeCondition has been satisfied shall vest in total to the extent that each of Vestar andGreenbriar receives a pre-tax cash on cash return (from sources including, but not limitedto, cash distributions on the Class A Units by the Company, the sale of any Class A Units bythe Investors, and the sale for cash of securities received in exchange for, as adistribution on, or in respect of Class A Units) on the aggregate amount of its equityinvested in the Company that is at least equal to the greater of (A) an annualized internalrate of return of 25% on its aggregate equity investment in the Company and (B) 2.5 timesthe amount of its aggregate equity investment in the Company, in each case after givingeffect to the vesting of such Class C Units (the “Return Hurdle”). To the extent that the Return Hurdle has not beenmet at the time that Vestar or Greenbriar are to receive the final amounts with respect totheir equity investments in the Company, including upon a Company Sale, and there areamounts on deposit in the Catch-up Account (as defined in Section 4.5 of the LLCAgreement) or proceeds in respect of a Company Sale that would be payable with respect tothe Class C Units if they were to vest (in each case, a “Class C Amount”), then allor a portion of the Class C Amount first will be distributed or paid to the Class AUnitholders until the Return Hurdle is met for each of Greenbriar and Vestar. To the extentthat only a portion of the Class C Amount is required to be distributed or paid to the ClassA Unitholders in order for the Return Hurdle to be met, then the Class C Units for which theTime Condition has been met and that have not been forfeited or repurchased prior to thattime will vest and the remainder of the Class C Amount shall be distributed or paid to theClass C Unitholders in respect of such Class C Units. Any Class C Units that cannot bevested without resulting in a failure of the Return Hurdle to be achieved in connection witha Company Sale will not vest and will be forfeited.          (b) Effect of Termination. In the case of a termination of the Executive’s employmentby the Company or any of its Subsidiaries for any reason (i) all Class A Units and options topurchase Class A Units (collectively, the “Rollover Securities”), and all vested Class BUnits and all Class C Units which have satisfied the Time Condition granted to the Executivepursuant to this Agreement shall be subject to the repurchase provisions in Section 5 belowand (ii) all unvested Class B Units and all Class C Units that have not satisfied the TimeCondition granted to the Executive pursuant to this Agreement shall be immediately and permanentlyforfeited, and the Executive’s rights as a holder of such unvested Units shall immediately expire.
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          (c) Effect of Company Sale. Upon the occurrence of a Company Sale prior to the fourthanniversary of the end of the fiscal year ended October 31, 2006, provided that the Executive hasbeen continuously employed with the Company or any of its Subsidiaries until the time such saleoccurs (i) all of the Class B Units granted to the Executive pursuant to this Agreement that havenot previously vested or been forfeited pursuant to Section 4(b) above shall vest and (ii) all ofthe Class C Units granted to the Executive pursuant to this Agreement that have not previously beenforfeited pursuant to Section 4(b) above shall vest to the extent the Return Hurdle is achieved ascontemplated in Section 4(a)(ii) above.5. Certain Sales Upon Termination of Employment.     5.1. Call Options.          (a) If the Executive’s employment by the Company or any of its Subsidiaries terminates for anyreason, the Company shall have the right and option to purchase in its sole discretion, and, to theextent the Company exercises such right, the Executive and the Executive’s Permitted Transferees(hereinafter referred to as the “Executive Group”) shall be required to sell to the Company(i) any or all of the Class B Units then held by such member of the Executive Group that have vested in accordance withSection 4, and any or all of Class C Units then held by such member of the Executive Group that have satisfied the TimeCondition in accordance with Section 4 and (ii) in the event that following suchtermination of Executive’s employment with the Company or any of its Subsidiaries the Executiveengages in Competitive Activity, any or all of the Rollover Securities then held by such member ofthe Executive Group, in each case at a price per Unit equal to the applicable purchase pricedetermined pursuant to Section 5.1(c).          (b) If the Company desires to exercise one of its options to purchase Class B Units, Class CUnits or Rollover Securities pursuant to this Section 5.1, the Company shall, not laterthan the six month anniversary of (i) the date of termination of Executive’s employment by theCompany or any of its Subsidiaries or (ii) the Activity Date (in the event that following atermination of the Executive’s employment by the Company or any of its Subsidiaries, the Executiveengages in Competitive Activity), send written notice to the Executive of its intention to purchaseall or a portion of such Class B Units, Class C Units and Rollover Securities, specifying thenumber of Class B Units, Class C Units and Rollover Securities to be purchased (the “CallNotice”). Subject to the provisions of Section 6, the closing of the purchase shalltake place at the principal office of the Company on the later of the 30th day after thegiving of the Call Notice and, if applicable, the date that is 10 business days after the finaldetermination of Fair Market Value. Subject to the provisions of Section 6, the Executiveshall, and, to the extent securities held by other members of the Executive Group are beingrepurchased, shall cause such member(s) of the Executive Group to, deliver to the Company dulyexecuted instruments transferring title to the applicable Class B Units, Class C Units and RolloverSecurities to the Company, against payment of the appropriate purchase price by cashier’s orcertified check payable to the Executive or by wire transfer of immediately available funds to anaccount designated by the Executive. It being understood that any Units or Rollover Securities tobe repurchased hereunder shall be purchased from Executive and/or from other members of theExecutive Group at the Company’s option and if the Company first elects to purchase any Units orRollover Securities from one member of the Executive Group who fails to honor such
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Person’s obligations hereunder, then the Company may elect to purchase Units or Rollover Securities from anyone or more other members of the Executive Group so that it can repurchase the entire amount ofsecurities it desires to repurchase.          (c) In the event of a purchase by the Company pursuant to Section 5.1, (i) thepurchase price for each Class B Unit and Class C Unit purchased by the Company shall be (x) in thecase of a termination other than for Cause, the Fair Market Value of such Class B Unit and Class CUnit as of the date of termination of Executive’s employment by the Company or any of itsSubsidiaries and (y) in the case of a termination for Cause or if the Executive engages inCompetitive Activity following the termination of his employment, the lesser of (A) the Executive’scost for such Unit and (B) the Fair Market Value of such Unit as of the date of termination of theExecutive’s employment by the Company or any of its Subsidiaries or the Activity Date, asapplicable, and (ii) the purchase price for any Rollover Security shall be the lesser of (A) theExecutive’s cost for such Rollover Security and (B) the Fair Market Value of such Rollover Securityas of the Activity Date.     5.2. Obligation to Sell Several. If there is more than one member of the Executive Group, the failure of any one memberthereof to perform its obligations hereunder shall not excuse or affect the obligations of anyother member thereof, and the closing of the purchases from such other members by the Company shallnot excuse, or constitute a waiver of its rights against, the defaulting member.6. Certain Limitations on the Company’s Obligations to Purchase Class B Units, Class C Units and Rollover Securities.     6.1. Payment for Class B Units, Class C Units and Rollover Securities. If at any timethe Company elects to purchase any Class B Units, Class C Units or Rollover Securities pursuant toSection 5, the Company shall pay the purchase price for the Class B Units, Class C Unitsand Rollover Securities it purchases (i) first, by offsetting indebtedness, if any, owing from theExecutive to the Company or any of its Subsidiaries or Affiliates (which indebtedness shall beapplied pro rata against the proceeds receivable by each member of the Executive Group receivingconsideration in such repurchase) and (ii) then by the Company’ delivery of a cashier’s orcertified check or wire transfer of immediately available funds for the remainder of the purchaseprice, if any, against delivery of the certificates or other instruments representing the Class BUnits, Class C Units and Rollover Securities so purchased, duly endorsed; provided that ifsuch cash payment would result in a violation of any (A) law, statute, rule, regulation, policy,order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local orforeign court or governmental authority applicable to the Company or any of its Subsidiaries orAffiliates or any of its or their property or (B) terms, provision or covenants of the CreditAgreement or any other agreement governing funded indebtedness of the Company or its Subsidiaries(the “Cash Deferral Conditions”), the portion of the cash payment so affected may be madeby the Company’s delivery of a junior subordinated note of the Company (a “SubordinatedNote”) with a principal amount equal to the balance of the purchase price for the Class B Unitsor Rollover Securities to be purchased pursuant to Section 5 above. The Subordinated Notewill be subordinated to all other funded debt of the Company, payable on the earlier of such timeas the Company is no longer restricted from paying the purchase price as
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described in the precedingsentence and the eighth anniversary of the date such note was issued and accrue interest at a rateequal to the then current rate of the Company’s senior credit facility.7. Miscellaneous.     7.1. Deemed Transfer of Class B Units, Class C Units and Rollover Securities. If theCompany shall deliver, at the time and place and in the amount and form provided in this Agreement,the consideration for the Class B Units, Class C Units or Rollover Securities, as applicable, to berepurchased in accordance with the provisions of this Agreement, then from and after such time, thePerson from whom such Class B Units, Class C Units or Rollover Securities are to be repurchasedshall no longer have any rights as a holder of such Class B Units, Class C Units or RolloverSecurities (other than the right to receive payment of such consideration in accordance with thisAgreement), and such Class B Units, Class C Units or Rollover Securities shall be deemed purchased in accordance with the applicable provisionshereof and the Company shall be deemed the owner and holder of such Class B Units, Class C Units orRollover Securities, as applicable, whether or not certificates therefor have been delivered asrequired by this Agreement.     7.2. Recapitalizations, Exchanges, Etc., Affecting Class A Units, Class B Units and ClassC Units. The provisions of this Agreement shall apply, to the full extent set forth hereinwith respect to Class A Units, Class B Units and Class C Units, to any and all securities of theCompany or any successor or assign of the Company (whether by merger, consolidation, sale of assetsor otherwise) which may be issued in respect of, in exchange for, or in substitution of the Class AUnits, Class B Units and Class C Units, by reason of any distribution payable in Class A Units,Class B Units or Class C Units, as applicable, issuance of securities, combination,recapitalization, reclassification, merger, consolidation or otherwise.     7.3. Executive’s Employment by Company. Nothing contained in this Agreement shall bedeemed to obligate the Company or any of its Subsidiaries or Affiliates to employ the Executive orotherwise to receive services from the Executive in any capacity whatsoever (including as anemployee or independent contractor) or to prohibit or restrict the Company and (or any suchSubsidiary or Affiliate) from terminating the employment of, and provision of services by, theExecutive at any time or for any reason whatsoever, with or without Cause.     7.4. Indemnification by Executive. Executive agrees to indemnify and hold harmlessthe Company and its Subsidiaries and Affiliates against any and all Taxes arising in connectionwith any failure to withhold Taxes in respect of the grant, transfer or vesting of the Unitsacquired by the Executive hereunder or pursuant to the Unit Purchase Agreement. Each of Executive,on the one hand, and the Company and its Subsidiaries and Affiliates, on the other hand, shallnotify the other (in a manner described in Section 8.11 of this Agreement) within 20 daysof first receiving notice of an audit or other proceeding being conducted by the Internal RevenueService or any state or local taxing authority relating to the Class B Units and Class C Unitsacquired herein by the Executive or the Class A Units acquired by Executive pursuant to the UnitPurchase Agreement, and each of the Executive, the Company and its Subsidiaries and Affiliatesshall assist each other during the course of such audit or other proceeding to the extent that suchassistance is reasonably requested.
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     7.5. Withholding Tax Requirements. The Company and its Subsidiaries may withhold fromamounts otherwise due or payable to Executive hereunder or under the LLC Agreement or in connectionwith the provision of services by the Executive to the Company or any of its Subsidiaries anyamount in respect of Taxes that the Company or its Subsidiaries determine in good faith that it isrequired to withhold, in each case in connection with (a) any payment, allocation or distributionhereunder, pursuant to the LLC Agreement or in connection with the Executive’s employment by theCompany or any of its Subsidiaries, (b) the transfer of any Class A Units acquired pursuant to the UnitPurchase Agreement, or (c) the transfer or vesting of any Class B Unit or Class C Unit grantedhereunder. Executive shall furnish such information as the Company or its Subsidiaries requests ingood faith to make any such determination of Taxes.     7.6. Binding Effect. The provisions of this Agreement shall be binding upon andaccrue to the benefit of the parties hereto and their respective heirs, legal representatives,successors and assigns; provided, however, that no Permitted Transferee shallderive any rights under this Agreement unless and until such Permitted Transferee has executed anddelivered to the Company a valid undertaking and becomes bound by the terms of this Agreement.     7.7. Amendment; Waiver. This Agreement may be amended only by a written instrumentsigned by the parties hereto. No waiver by any party hereto of any of the provisions hereof shallbe effective unless set forth in a writing executed by the party so waiving.     7.8. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED INACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE FOR CONTRACTS ENTERED INTO AND TO BE PERFORMEDSOLELY WITHIN SUCH STATE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THEGOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.     7.9. Arbitration.          (a) Any dispute with regard to this Agreement that is not resolved by mutual agreement, otherthan as provided in Section 7.9(b), shall be resolved by binding arbitration before theAmerican Arbitration Association (“AAA”) in New York City pursuant to the rules of AAA.The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16 and shallbe conducted in accordance with the rules and procedures of AAA. Any judgment upon the rewardrendered by the arbitrator may be entered in any court having jurisdiction thereof. Thearbitrator’s decision shall set forth a reasoned basis for any award of damages or findings ofliability. The arbitrator shall not have the power to award damages in excess of actualcompensatory damages and shall not multiply actual damages or award punitive damages, and eachparty hereby irrevocable waives any claim to such damages. The costs of AAA and the arbitratorshall be borne by the Company. Each party shall bear its own costs (including, without limitation,legal fees and fees of any experts) and out-of-pocket expenses.          (b) The parties hereby agree and stipulate that in the event of any breach or violation orviolation of this Agreement by any other party hereto, either threatened or actual, thenon-breaching parties’ rights shall include, in addition to any and all other rights available toany
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such non-breaching party at law or in equity, the right to seek and obtain any and allinjunctive relief or restraining orders available to it in courts of proper jurisdiction, so as toprohibit, bar, and restrain any and all such breaches or violations by any other party hereto. Each of theparties hereto further agrees that no bond need be filed in connection with any request by anyother party hereto for a temporary restraining order or for temporary or preliminary injunctiverelief.     7.10. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THEFULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSEOF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED ORINCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THETRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHERIN CONTRACT, TORT, EQUITY OR OTHERWISE.     7.11. Notices. All notices and other communications hereunder shall be in writing andshall be deemed to have been duly given when personally delivered, telecopied (with confirmation ofreceipt), one day after deposit with a reputable overnight delivery service (charges prepaid) andthree days after deposit in the U.S. Mail (postage prepaid and return receipt requested) to theaddress set forth below or such other address as the recipient party has previously deliverednotice to the sending party. (a) If to the Company:V.G.A.T. Investors, LLC