a5551277ex10_1.htm


    Exhibit
      10.1

     

    LEGEND:
      **** denotes information omitted and filed separately with the Securities and
      Exchange Commission pursuant to a request for confidential
      treatment.

     

    PURCHASE
      AGREEMENT

     

    PURCHASE
      AGREEMENT, dated as of November 15, 2007 (the “Agreement”), by
      and between MAXIMUS, Inc. (the “Issuer”), and UBS AG, London Branch (“UBS”)
      acting through UBS Securities LLC (“Agent”) as agent.

     

    WITNESSETH

     

    WHEREAS,
      the Issuer has publicly announced its intention to repurchase shares of its
      common stock, no par value per share (the “Common Stock”), from time to time
      (the “Repurchase Program”); and

     

    WHEREAS,
      the Issuer desires to enter into the Agreement with UBS in order to effect
      the
      Repurchase Program;

     

    NOW,
      THEREFORE, in consideration of the premises, the covenants and agreements
      contained herein and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereby agree as
      follows:

     

    Section
      1. Definitions.

     

    As
      used
      herein the following terms shall have the meanings set forth below:

     

    “Announcement
      Date” means in respect of a Merger Event, the date of the first public
      announcement of a firm intention to merge or to make an offer that leads to
      the
      Merger Event, as determined by the Calculation Agent.

     

    “Bankruptcy”
      means the Issuer is dissolved (other than pursuant to a consolidation,
      amalgamation or merger); (2) becomes insolvent or is unable to pay its debts
      or
      fails or admits in writing its inability generally to pay its debts as they
      become due; (3) makes a general assignment, arrangement or composition with
      or
      for the benefit of its creditors; (4) institutes or has instituted against
      it a
      proceeding seeking a judgment of insolvency or bankruptcy or any other relief
      under any bankruptcy or insolvency law or other similar law affecting creditors'
      rights, or a petition is presented for its winding-up or liquidation, and,
      in
      the case of any such proceeding or petition instituted or presented against
      it,
      such proceeding or petition (A) results in a judgment of insolvency or
      bankruptcy or the entry of an order for relief


    
      
         

      

      
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    or
      the
      making of an order for its winding-up or liquidation or (B) is not dismissed,
      discharged, stayed or restrained in each case within 30 days of the institution
      or presentation thereof; (5) has a resolution passed for its winding-up,
      official management or liquidation (other than pursuant to a consolidation,
      amalgamation or merger); (6) seeks or becomes subject to the appointment of
      an
      administrator, provisional liquidator, conservator, receiver, trustee, custodian
      or other similar official for it or for all or substantially all its assets;
      (7)
      has a secured party take possession of all or substantially all its assets
      or
      has a distress, execution, attachment, sequestration or other legal process
      levied, enforced or sued on or against all or substantially all its assets
      and
      such secured party maintains possession, or any such process is not dismissed,
      discharged, stayed or restrained, in each case within 30 days thereafter; (8)
      causes or is subject to any event with respect to it which, under the applicable
      laws of any jurisdiction, has an analogous effect to any of the events specified
      in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of,
      or
      indicating its consent to, approval of, or acquiescence in, any of the foregoing
      acts.

     

    “Bloomberg
      Screen Volume at Price Page” shall mean the display designated as page “MMS
      Equity AQR” on the Bloomberg Financial Service or such page as may replace the
      Volume at Price page on that service for the purpose of displaying daily volume
      and volume-weighted trading prices of equity securities during the normal
      trading hours of 9:30 a.m. to 4:00 p.m., New York Time or, if such service
      does
      not then publish daily volume and volume-weighted trading prices of the Common
      Stock, such other page and services selected by the Calculation Agent that
      reports daily volume and weighted trading prices of the Common
      Stock.

     

    “Borrowed
      Shares” means, as of any date, the number of Shares borrowed by UBS in
      connection with this Transaction, as determined by the Calculation
      Agent.

     

    “Calculation
      Agent” shall mean UBS Securities LLC. The Calculation Agent shall make all
      calculations and determinations under this Agreement in good faith and in a
      commercially reasonable manner.

     

    “Calculation
      Date” means, with respect to each Tranche, the first Trading Day after the Last
      Averaging Date.

     

    “Closing
      Price” of the Common Stock on any day shall mean the last reported sales price
      regular way on such day or, in case no such sales price is reported on such
      day,
      the average of the reported closing bid and asked prices regular way of the
      Common Stock, in each case on the Exchange, or, if not then traded on the
      Exchange, the principal securities exchange or quotation system on which the
      Common Stock is then listed or admitted to trading, or, if not then listed
      or
      admitted to trading on a securities exchange or quotation system, the average
      of
      the closing bid and asked prices of the Common Stock in the over-the-counter
      market on the day in question as reported by the National Quotations Bureau
      Incorporated, or a similarly generally accepted reporting service, or, if not
      so
      available in such manner, as furnished by any New York Stock Exchange member
      firm selected by the Calculation Agent.

    
      
         

      

      
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    “Combined
      Consideration” means New Shares in combination with Other
      Consideration.

     

    “Cross
      Default” means the occurrence or existence of (1) a default, event of default or
      other similar condition or event (however described) in respect of the Issuer
      under one or more agreements or instruments relating to the repayment of
      borrowed money in an aggregate amount of not less than $25 million which has
      resulted in such agreement or instrument becoming due and payable before it
      would otherwise have been due and payable (after giving effect to any applicable
      notice requirement or grace period) or (2) a default by the Is suer in making
      one or more payments on the due date thereof in an aggregate amount of not
      less
      than $25 million under such agreements or instruments (after giving effect
      to
      any applicable notice requirement or grace period).

     

    “Determined
      Amount” has the meaning ascribed to it in Section 3(d).

     

    “Discount”
      means the product of (a) ****, and (b) the arithmetic average of daily
      volume-weighted average prices of Shares on each Trading Day from the First
      Averaging Date up to and including the Last Averaging Date, as listed on
      Bloomberg Screen Volume at Price Page.

     

    “Dividend
      Event” means the payment of, or the public announcement or notification to UBS
      pursuant to Section 6 below of, an ordinary or extraordinary dividend or
      distribution by the Issuer with a record date occurring in any of the time
      periods specified below with a value, as determined by the Calculation Agent
      in
      good faith, that exceeds the amount specified below for such period by $0.01
      or
      more

     

    
      
        	
                Period

              	 	 	
                Dividend

              
	
                November
                  16, 2007 through and including February 29, 2008

              	 	
                $0.10

              
	
                March
                  1, 2008 through and including May 31, 2008

              	 	
                $0.10

              
	
                June
                  1, 2008 through and including the Latest Completion Date

              	 	
                $0.10

              


      

    

     

    “Early
      Closure” means the closure on any Trading Day of the Exchange or any Related
      Exchange(s) prior to its regularly scheduled closing time.

     

    “Excess
      Shares” means the number of Shares (if any) equal to (a)(i) the Settlement
      Amount divided by (ii) the Reference Price minus (b) the Determined
      Amount.

     

    “Exchange”
      means the New York Stock Exchange or any successor thereto or any substitute
      exchange or quotation system to which trading in the Shares has temporarily
      relocated (provided that the Calculation Agent has determined that there is
      comparable liquidity relative to the Shares on such temporary substitute
      exchange or quotation system as on the original Exchange).


    
      
         

      

      
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    “Exchange
      Disruption” means any event (other than an Early Closure) that disrupts or
      impairs (as determined by the Calculation Agent) the ability of market
      participants in general (i) to effect transactions in, or obtain market values
      for, the Shares on the Exchange, or (ii) to effect transactions in, or obtain
      market values for, futures or options contracts relating to the Shares on the
      Related Exchange(s).

     

    “Execution
      Period” shall mean the period commencing on the First Averaging Date and ending
      on the earliest of (i) the Last Averaging Date of the last Tranche, (ii) the
      Termination Date or (iii) the Termination Event Termination Date.

     

    “Failure
      to Pay or Deliver” means failure by the Issuer to make, when due, any payment
      under this Agreement or any delivery of Shares under this Agreement required
      to
      be made by it if such failure is not remedied on or before the third Trading
      Day
      after notice of such failure is given to the Is suer by UBS or the
      Agent.

     

    “Final
      VWAP-Minus Price” means, in respect of each Tranche, (i) the arithmetic average
      of daily volume-weighted average prices of Shares for each Trading Day from
      the
      First Averaging Date up to and including the Last Averaging Date for that
      Tranche, as listed on Bloomberg Screen Volume at Price Page, minus (ii) the
      Discount.

     

    “First
      Averaging Date” means November 15, 2007; provided, however, that the First
      Averaging Date may be extended by the Calculation Agent in its discretion by
      one
      Trading Day for each Scheduled Trading Day following the date hereof and prior
      to the First Averaging Date that ceases to be a Scheduled Trading Day or is
      not
      a Trading Day due to the occurrence of a Market Disruption Event.

     

    “Hedge
      Account Shares” means, as of any date, the Number of Shares minus the Borrowed
      Shares.

     

    “Last
      Averaging Date” means a Trading Day determined by UBS that is no later than the
      Latest Completion Date and no earlier than:

     

    -
      * * * *
      in the case of Tranche One

    -
      **** in
      the case of Tranche Two

    -
      **** in
      the case of Tranche Three

    -
      **** in
      the case of Tranche Four

    -
      **** in
      the case of Tranche Five

    -
      **** in
      the case of Tranche Six

    -
      **** in
      the case of Tranche Seven;

     

    provided,
      however, that each of such dates (including the Latest Completion Date) may
      be
      extended by the Calculation Agent in its discretion by one Trading Day for
      each
      Scheduled Trading Day during the Execution Period that ceases to be a Scheduled
      Trading Day or is not a Trading Day due to the occurrence of a Market Disruption
      Event. Notice of the Last Averaging


    
      
         

      

      
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    Date
      for
      any Tranche shall be given by UBS not later than 8:00 pm New York time on the
      Trading Day following the Last Averaging Date. Notice shall be irrevocable
      once
      provided to Issuer. If no notice is provided, then the Last Averaging Date
      shall
      be the Latest Completion Date.

     

    “Latest
      Completion Date” shall be * * * *

     

    “Market
      Disruption Event” means the occurrence or existence of (i) a Trading Disruption,
      (ii) an Exchange Disruption or (iii) an Early Closure, which in each case the
      Calculation Agent determines is material.

     

    “Merger
      Event” means, in respect of any relevant Shares, any (i) reclassification or
      change of such Shares that results in a transfer of or an irrevocable commitment
      to transfer all of such Shares outstanding, (ii) consolidation, amalgamation
      or
      merger of the Issuer with or into another entity (other than a consolidation,
      amalgamation or merger in which such Is suer is the continuing entity and which
      does not result in any such reclassification or change of all of such Shares
      outstanding) or (iii) other takeover offer for such Shares that results in
      a
      transfer or an irrevocable commitment to transfer all such Shares (other than
      such Shares owned or controlled by the offeror), in each case if the Merger
      Date
      is on or before the Last Averaging Date.

     

    “Net
      Share
      Settlement” shall mean settlement by the Issuer of its obligations hereunder in
      accordance with Section 3(c).

     

    “New
      Shares” means shares (whether of the offeror or a third party). “Number of
      Shares” has the meaning ascribed to it in Section 2.

     

    “Other
      Consideration” means cash and/or any securities (other than New Shares) or
      assets (whether of the offeror or a third party).

     

    “Payment
      Date” has the meaning ascribed to it in Section 3(b).

     

    “Principal
      Account” means the notional principal account referred to in Section
      3(a).

     

    “Purchase
      Price” means $150,000,000, provided that such amount is subject to downward
      adjustment in accordance with clause (y) of Section 2.

     

    “Purchasing
      Date” means any Trading Day during the Execution Period.

     

    “Reference
      Price” means the Closing Price of the Common Stock on the last Trading Day of
      the Execution Period.


    
      
         

      

      
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    “Related
      Exchange(s)” means each exchange or quotation system where trading has a
      material effect (as determined by the Calculation Agent) on the overall market
      for futures or options contracts relating to the Shares.

     

    “Scheduled
      Trading Day” means any day on which the Exchange and each Related Exchange are
      scheduled to be open for trading for their respective regular trading
      sessions.

     

    “Settlement
      Amount” shall mean (i) in the case of the Issuer, the amount of any negative
      balance in the Principal Account as of the Calculation Date, and (ii) in the
      case of UBS, the amount of any positive balance in the Principal Account as
      of
      the Calculation Date, in each case as determined by the Calculation Agent,
      and
      as adjusted by the Calculation Agent to reflect the accrual of interest thereon
      at the rate set forth for that day opposite the caption “Open” under the caption
“Federal Funds” as displayed on Bloomberg Page BTMM, from and excluding the
      third Trading Day following the Calculation Date hereunder to and including
      the
      actual Payment Date, if the Payment Date occurs following the third Trading
      Day
      following the Calculation Date hereunder. For avoidance of doubt, a Settlement
      Amount shall not be adjusted for dividends declared and paid or dividends
      expected during the period to which such Settlement Amount relates.

     

    “Share-for-Combined”
      means, in respect of a Merger Event, that the consideration for the relevant
      Shares consists of Combined Consideration.

     

    “Share-for-Other”
      means, in respect of a Merger Event, that the consideration for the relevant
      Shares consists solely of Other Consideration.

     

    “Share-for-Share”
      means, in respect of a Merger Event, that the consideration for the relevant
      Shares consists (or, at the option of the holder of such Shares, may consist)
      solely of New Shares.

     

    “Shelf
      Registration” means a registration statement in form and substance reasonably
      acceptable to UBS for an offering to be made on a continuous basis pursuant
      to
      Rule 415 under the Securities Act, registering UBS's resale, in any manner
      or
      manners designated by UBS, of all the Stock Settlement Shares, any Make-Whole
      Shares, and any other Shares held by UBS in connection with this transaction
      which, in the opinion of counsel to UBS, are required to be included in the
      Shelf Registration to be resold by UBS to the public.

     

    “Short
      Squeeze” shall mean a situation where (i) UBS has determined, in its judgment,
      that it is unable to hedge its exposure to the transaction contemplated hereby
      because of the lack of sufficient shares of Common Stock being made available
      for borrowing from lenders, including without limitation UBS’s being required to
      redeliver shares of Common Stock to any lender at the demand of such lender
      and
      not being able to meet such obligation in full in a timely manner by reasonable
      efforts to borrow shares of Common Stock from another lender or lenders, or
      (ii)
      UBS would incur a cost to borrow shares of Common Stock to hedge its exposure
      to
      the transaction contemplated hereby that is greater than a rate equal to ****
      basis points per annum.

    
      
         

      

      
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    “Stock
      Settlement Amount” shall mean (i) in the case that the Issuer is required to pay
      the Settlement Amount to UBS and has elected to pay the Settlement Amount by
      delivery of shares of Common Stock to UBS pursuant to Section 3(c), an amount,
      determined by the Calculation Agent, equal to the Settlement Amount to be paid
      by the Issuer pursuant to Section 3(b), divided by the Reference Price, and
      (ii)
      in the case that UBS is required to pay the Settlement Amount to the Issuer
      and
      the Issuer has elected to require UBS to satisfy the obligation by delivery
      of
      shares of Common Stock to the Issuer pursuant to Section 3(h), an amount,
      determined by the Calculation Agent, equal to the Settlement Amount to be paid
      by UBS pursuant to Section 3(b), divided by the weighted average price per
      share
      actually paid by UBS to purchase such Stock Settlement Shares.

     

    “Stock
      Settlement Shares” shall mean such whole number of shares included in the Stock
      Settlement Amount.

     

    “Termination
      Date” has the meaning ascribed to it in Section 4(b).

     

    “Termination
      Event” shall mean the occurrence of a (i) Bankruptcy, (ii) Cross Default, (iii)
      Failure to Pay or Deliver, (iv) Short Squeeze, (v) Dividend Event or (vi) if
      so
      designated by UBS, a tender offer of the type described below in Section
      4(c).

     

    “Termination
      Event Termination Date” has the meaning ascribed to it in Section 8
      below.

     

    “Trading
      Day” shall mean any day on which the Common Stock is traded on the Exchange or,
      if not then traded on the Exchange, the principal securities exchange or
      quotation system on which such securities are then traded or, if not then traded
      on a securities exchange or quotation system, in the over-the-counter market,
      and on which no Market Disruption Event occurs.

     

    “Trading
      Disruption” means any suspension of or limitation imposed on trading by the
      Exchange or Related Exchange or otherwise and whether by reason of movements
      in
      price exceeding limits permitted by the Exchange or Related Exchange or
      otherwise (i) relating to the Shares on the Exchange or (ii) in futures or
      options contracts relating to the Shares on any Related Exchange.

     

    “Tranche”
      shall have the meaning ascribed to it in Section 2.

     

    Section
      2. Purchase and Sale.

     

    Subject
      to
      the terms and conditions set forth herein, UBS agrees to sell to the Issuer,
      and
      the Issuer agrees to purchase from UBS, a number of shares (the “Number of
      Shares”) of Common Stock (the “Shares”) equal to the quotient of (i) the
      Purchase Price divided by (ii) the Closing Price of the Common Stock on the
      date
      hereof, at a purchase price


    
      
         

      

      
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    per
      Share
      equal to the Closing Price of the Common Stock on the date of execution hereof
      (the “Execution Date”); provided that if the foregoing results in a Number of
      Shares greater than 4,000,000, then (x) the Number of Shares shall instead
      be
      equal to 4,000,000 and (y) the Purchase Price shall be adjusted downward and
      shall equal the product of 4,000,000 and the Closing Price of the Common Stock
      on the date hereof. At 4:00 P.M. on the third Trading Day after the Execution
      Date (the “Settlement Date”), UBS shall deliver or cause to be delivered the
      Shares through the facilities of The Depository Trust Company (“DTC”) to the
      Issuer against payment by the Is suer of the Purchase Price by wire transfer
      of
      immediately available funds. The parties understand and agree that the delivery
      of the Shares by or on behalf of UBS upon the payment of the aggregate Purchase
      Price by the Issuer is irrevocable and that as of the Settlement Date the Issuer
      will be the sole beneficial owner of the Shares for all purposes. The Number
      of
      Shares shall be divided into seven equal tranches (each, a “Tranche”), which
      shall be designated, successively, Tranche One, Tranche Two, Tranche Three,
      Tranche Four, Tranche Five, Tranche Six and Tranche Seven.

     

    As
      compensation to UBS for its commitment and services hereunder, the Issuer on
      the
      Settlement Date will pay to UBS by wire transfer of immediately available funds
      an additional amount equal to $360,000.00. This amount payable to UBS shall
      not
      be subject to refund.

     

    Section
      3. Settlement.

     

    (a)
      On the
      Settlement Date, the Calculation Agent shall establish a notional Principal
      Account in an amount equal to the Purchase Price. The Calculation Agent shall
      adjust the Principal Account daily as follows:

     

    (i)           The
      Principal Account shall be reduced on the third day following the Last Averaging
      Date of each Tranche in an amount equal to the product of (x) the quotient
      of
      the Number of Shares divided by seven and (y) the Final VWAP-Minus Price for
      that Tranche (the “Final Tranche Amount”). The parties acknowledge that more
      than one Tranche may have the same Last Averaging Date.

     

    (ii)           On
      the second Trading Day immediately following the Last Averaging Date for each
      Tranche, the Calculation Agent will calculate the Settlement Amount for that
      Tranche and, if applicable, the Stock Settlement Amount, notify (the “Settlement
      Amount Notification”) the Issuer of the Settlement Amount and, if applicable,
      the Stock Settlement Amount and provide a schedule of its calculations thereof.
      The Calculation Agent shall respond promptly to all questions raised by the
      Is
      suer relating to such calculations. If the Is suer objects to the calculation
      of
      such Settlement Amount, the Issuer shall promptly notify the Calculation Agent
      and UBS, and the Issuer and UBS agree to use their good faith best efforts
      to
      reach an agreement as to such Settlement Amount. In the further event that
      the
      Issuer and UBS are not able to reach an agreement, the Issuer and UBS shall
      appoint a third party with sufficient expertise to determine the calculation
      of
      the Settlement Amount and such calculations shall be performed in
      good


    
      
         

      

      
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    faith
      and
      in a commercially reasonable manner and shall be binding on all parties. The
      fees and expenses of such expert shall be shared equally by the Issuer and
      UBS.

     

    (b)                   On
      the third Trading Day immediately following the Calculation Date for the last
      Tranche (each, a “Payment Date”), if the Settlement Amount is positive, UBS
      shall pay the Settlement Amount to the Issuer and, if the Settlement Amount
      is
      negative, the Issuer shall pay the absolute value of such Settlement Amount
      to
      UBS. Except as provided in paragraphs (c) and (d) of this Section, all payments
      to be made under this Section 3 shall be made on the applicable Payment Date
      by
      wire transfer of immediately available funds.

     

    (c)                   If
      the Is suer is required to pay a Settlement Amount to UBS pursuant to paragraph
      (b) of this Section or pursuant to Section 8 hereof, the Issuer may, at its
      option, satisfy the obligation by the delivery to UBS of a number of whole
      shares of Common Stock (and a payment of cash in lieu of fractional shares,
      if
      any) equal to the Stock Settlement Amount. In order to exercise this option,
      the
      Issuer must (each, a “Condition on Net Share Settlement”) (i) notify UBS of its
      election to have any Settlement Amount payable in shares of Common Stock no
      later than 3 days after the Last Averaging Date in respect of the last Tranche
      (the “Stock Election Notice”), (ii) enter into a registration rights agreement
      with UBS in form and substance reasonably acceptable to UBS (the “Registration
      Rights Agreement”) no later than the 10th day following such Last Averaging Date
      in respect of that Tranche, which agreement will contain, among other things,
      customary representations and warranties and indemnification and other rights,
      including rights to customary opinions of counsel and accountant’s “comfort
      letters,” relating to the registration of the Stock Settlement Shares, the
      Make-whole Shares and any additional shares of Common Stock as to which UBS
      is
      named as a selling securityholder in the Shelf Registration (the “Registered
      Shares”); (iii) have taken all actions reasonable and appropriate so that such
      Shelf Registration shall have been declared, or become automatically, effective
      by the Securities and Exchange Commission the “SEC”) not less than 10 days
      following such Last Averaging Date in respect of such Tranche; and (iv) use
      its
      reasonable best efforts to maintain the effectiveness of such Shelf Registration
      until all Registered Shares have been sold by UBS. Subject to paragraph 3(g)
      below, if any of the conditions in the preceding sentence are not met, the
      provisions of this paragraph (c) shall be inoperative and the Issuer shall
      be
      obligated to pay any applicable Settlement Amount by wire transfer of
      immediately available funds. If the Issuer complies with all of its obligations
      under this paragraph (c), then at 9:30 A.M. on the applicable Payment Date
      in
      respect of such Tranche (or as soon as practicable after the Payment Date after
      the conditions under this paragraph (c) have been met), the Issuer shall deliver
      to UBS (x) fully paid and nonassessable Stock Settlement Shares, via book entry
      transfer through the facilities of DTC, in such denominations and in such names
      as UBS may specify and (y) the cash payment, if any, in lieu of fractional
      shares by wire transfer of immediately available funds. The parties understand
      and agree that the deliveries made pursuant to the preceding sentence and the
      following paragraph shall be irrevocable and shall satisfy in full the Issuer's
      obligations under this Section 3. The Issuer covenants and agrees that it shall
      not elect net share settlement in respect of any Settlement Amount owed
      hereunder unless it is able to make the representation contained in Section
      6(a)(viii) below as of the effective date of any Stock Election Notice, and
      any
      Stock Election Notice shall be deemed to include such
      representation.

    
      
         

      

      
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    If
      the
      Issuer delivers Stock Settlement Shares to UBS pursuant to this paragraph (c)
      and within ten Trading Days after the applicable Payment Date, UBS resells
      all
      or any portion of the Stock Settlement Shares and the net proceeds received
      by
      UBS upon resale of such shares exceeds the Settlement Amount (or if less than
      all of the Stock Settlement Shares are resold, the applicable pro rata portion
      of the Settlement Amount), UBS shall promptly refund in cash such difference
      to
      the Issuer; provided that UBS may, at the Issuer’s option, satisfy its
      obligation under this sentence by returning to the Issuer any portion of the
      Stock Settlement Shares that would, if sold, have resulted in net proceeds
      in
      excess of the Settlement Amount. In the event that such net proceeds are less
      than the Settlement Amount (or if less than all of the Stock Settlement Shares
      are resold, the applicable pro rata portion of the Settlement Amount), the
      Issuer shall pay in cash or additional shares of Common Stock (the “Make-whole
      Shares”) such difference (the “Make-whole Amount”) to UBS promptly after receipt
      of notice thereof. In the event that Issuer elects to pay the Make-whole Amount
      in additional shares of Common Stock, the requirements set forth in this
      paragraph (c) with respect to payment of the Settlement Amount in Shares,
      including Make-whole requirements, shall apply, such that UBS shall pay to
      the
      Issuer any such excess and the Issuer shall pay to UBS in cash or Make-Whole
      Shares any additional Make-Whole Amount. In calculating the net proceeds from
      the resale of any Stock Settlement Shares there shall be deducted from such
      proceeds any amount equal to the customary underwriting discount or commission
      for underwritten offerings of common stock by companies comparable to the Issuer
      multiplied by the total number of Shares sold for the account of UBS pursuant
      to
      a Shelf Registration.

     

    (d)                     Notwithstanding
      any other provision in this Agreement, if Issuer exercises a right or is
      obligated pursuant to any provision of this Agreement to deliver shares of
      Common Stock in respect of any Settlement Amount, Issuer shall not be obliged
      to
      deliver, in connection with this Agreement, in excess of 10,800,000 shares
      of
      Common Stock in the aggregate, as recalculated from time to time (the
“Determined Amount”). In the event that the Determined Amount would be exceeded,
      Issuer would be obliged to deliver a number of shares of Common Stock equal
      to
      the Determined Amount plus the Excess Shares, Issuer agrees to (i) use its
      best
      efforts to increase its number of authorized shares, thereby increasing the
      Determined Amount, to the extent necessary so that the number of shares of
      Common Stock Issuer would be obliged to deliver does not exceed the
      (recalculated) Determined Amount and (ii) allocate such newly authorized shares
      of Common Stock in satisfaction of Issuer’s delivery obligations under this
      Agreement in priority to any other use of such Common Stock. For the avoidance
      of doubt, the obligation of Issuer to so use its best efforts is an ongoing
      obligation.

     

    (e)                    Is
      suer hereby represents and warrants that it will:

     

    (i)         calculate
      the Determined Amount based on the maximum amount able to be calculated in
      accordance with EITF 00-19 or any successor financial statement guidance;
      and

     

    (ii)        in
      respect of all equity derivative transactions in respect of which Issuer’s
      equity securities constitute (all or part of) the

    
      
         

      

      
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    instruments
      underlying such transactions (the “Derivative Trades”), use the same methodology
      to derive the Determined Amount (howsoever described) applicable to each
      Derivative Trade as is used to derive the Determined Amount for this
      Agreement.

     

    (f)
      UBS
      agrees that, in respect of any obligations Issuer has duly elected be satisfied
      pursuant to Section 3(c) above, in the event of Issuer’s bankruptcy, UBS shall
      not have rights in bankruptcy that rank senior to the rights in bankruptcy
      of
      common shareholders of Issuer.

     

    (g)
      If the
      Issuer has used its reasonable best efforts to satisfy the Conditions on Net
      Share Settlement but has been unable to because the Shelf Registration is not
      declared effective by the SEC within the time set out in paragraph 3(c)
      (or, where UBS has previously agreed to extend such period based on a request
      by
      the Issuer pursuant to paragraph3(g)(ii), within such period as
      extended pursuant to paragraph 3(g)(ii)), then the Issuer may elect
      to:

     

    (i)         deliver
      the relevant number of Shares to UBS in which case:

     

    (A)            the
      day on which the Issuer makes such an election to deliver such Shares is the
      “Issuer Election Date”, and

    (B)            Issuer
      shall withdraw any Registration Statement filed with the SEC in connection
      with
      the Shares, and

    (C)            Is
      suer will enter into a private placement purchase agreement with UBS in form
      and
      substance reasonably acceptable to UBS no later than the next Trading Day
      following the Issuer Election Date, and

    (D)            Issuer
      shall deliver to UBS such Shares on the Settlement Date which, for the purposes
      of this paragraph 3(g)(i)(D), shall be the third Trading Day following the
      Issuer Election Date, and

    (E)            In
      addition to the initial Make-whole Amount paid by Issuer pursuant to paragraph
      3(c) herein, Issuer shall deliver to UBS such additional Shares until UBS has
      realized actual net proceeds upon resale of such Shares equal to the Settlement
      Amount. At its election, UBS may by a written notice to Issuer retain a number
      of Shares delivered by Issuer pursuant to this paragraph 3(g)(i). If UBS so
      elects, UBS shall be deemed to have sold each such retained Share for an amount
      equal to the price per Share obtained by UBS for the last Share sold by UBS
      prior to sending written notice of its intention to retain Shares to Issuer.
      In
      no event will UBS be obligated to exercise its right to retain Shares;
      or

     

    (ii)        request
      UBS to extend the period within which the Registration Statement is to be
      declared effective by the SEC for a further period specified in writing by
      UBS
      at the time of such extension.

     

    (h)
      If UBS
      is required to pay a Settlement Amount to the Is suer pursuant to paragraph
      (b)
      of this Section or pursuant to Section 8 hereof, the Issuer may, at its option,
      elect that UBS satisfy the obligation by the delivery to the Issuer of a number
      of whole shares of


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    Common
      Stock (and a payment of cash in lieu of fractional shares, if any) equal to
      the
      Stock Settlement Amount. In order to exercise this option, the Issuer must
      notify UBS of its election to have any Settlement Amount payable in shares
      of
      Common Stock no later than 15 days prior to the Payment Date (the “UBS Stock
      Election Notice”). If the condition in the preceding sentence is not met, the
      provisions of this paragraph (h) shall be inoperative and UBS shall be obligated
      to pay any applicable Settlement Amount by wire transfer of immediately
      available funds. If the Issuer complies with all of its obligations under this
      paragraph (h), then at 9:30 A.M. on the Payment Date, UBS shall deliver to
      the
      Issuer (i) fully paid and nonassessable Stock Settlement Shares, via book entry
      transfer through the facilities of DTC, and (ii) the cash payment, if any,
      in
      lieu of fractional shares by wire transfer of immediately available funds.
      The
      parties understand and agree that the deliveries made pursuant to the preceding
      sentence shall be irrevocable and shall satisfy in full UBS' obligations under
      this Section 3.

     

    Section
      4. Anti-dilution Adjustments.

     

    (a)                   Subdivisions
      and Combinations of Common Stock. In the event that the outstanding shares
      of the Common Stock shall be subdivided or split into a greater number of shares
      of Common Stock where the effective date of such subdivision or the record
      date
      for such split occurs during the Execution Period, the number of shares of
      Common Stock referred to herein shall be deemed to be proportionately increased
      and the Final VWAP-Minus Price and Discount shall be deemed to be
      proportionately decreased; conversely, in case outstanding shares of Common
      Stock shall each be combined into a smaller number of shares of Common Stock
      through a combination of shares of Common Stock or a reverse stock split where
      the effective date of such combination or the record date for such reverse
      stock
      split occurs during the Execution Period, the number of shares of Common Stock
      referred to herein shall be deemed to be proportionately decreased and the
      Final
      VWAP-Minus Price and Discount shall be deemed to be proportionately increased.
      Any adjustment pursuant to this paragraph (a) shall become effective (i) in
      the
      case of a subdivision or combination of the Common Stock, at the close of
      business on the record date for such subdivision or combination or (ii) in
      the
      case of a stock split or reverse stock split, at the split, at the close of
      business on the record date for such stock split or reverse stock
      split.

     

    (b)                   Merger
      Events. In respect of each Merger Event, UBS and the Issuer or the person
      formed by such consolidation or resulting from such merger or which acquired
      such assets or which acquires the Issuer's Common Stock, as the case may be,
      shall negotiate in good faith to amend this Agreement to give appropriate effect
      to such transaction. In the event that the parties are unable to reach an
      agreement ten (10) Trading Days prior to the effective date of such transaction
      (the “Termination Date”), (i) the Execution Period shall terminate on the
      Termination Date, (ii) the Principal Account shall be reduced on such date
      by an
      amount equal to the product of (x) an amount equal to the cash and fair market
      value (as determined by the Is suer's Board of Directors whose good faith
      determination shall be conclusive and binding) of the securities and/or property
      payable or distributable upon such transaction in respect of one share of Common
      Stock and (y) the number of Borrowed Shares as of such date, and (iii) the
      Settlement Amount shall be further adjusted by the Calculation Agent by the
      amount that the Calculation Agent reasonably determines in good faith to be
      UBS’s total losses and costs in


    
      
         

      

      
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    connection
      with the early termination of this Agreement, including any loss of option
      value, cost of funding, or loss or cost incurred as a result of its terminating,
      liquidating, obtaining or reestablishing any hedge or related trading position
      contemplated by this Agreement. The Calculation Agent shall respond promptly
      to
      all questions raised by the Is suer relating to such calculations. If the Is
      suer objects to the adjustments, the Is suer shall promptly notify the
      Calculation Agent and UBS, and the Issuer and the UBS agree to use their good
      faith best efforts to reach an agreement as to such Settlement Amount. In the
      further event that the Issuer and UBS are not able to reach an agreement, the
      Is
      suer and UBS shall appoint a third party with sufficient expertise to determine
      the calculation of adjustment and such calculations shall be performed in good
      faith and in a commercially reasonable manner and shall be binding on all
      parties. The fees and expenses of such expert shall be shared equally by the
      Issuer and UBS.

     

    If
      payment
      is required by Issuer or by UBS to the Issuer in connection with a Merger Event,
      the Issuer shall have the right, in its sole discretion, to elect (the
“Extraordinary Transaction Election”) to satisfy, or have UBS satisfy, any such
      payment obligation by Net Share Settlement of this Transaction PROVIDED THAT,
      in
      connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger
      Event, the Extraordinary Transaction Election is available to satisfy only
      the
      percentage of such payment obligation equal to the percentage of the non-cash
      consideration over the total Combined Consideration (in the case of a
“Share-for-Combined” Merger Event) or total Other Consideration (in the case of
      a “Share-for-Other” Merger Event). The remaining percentage of such payment
      obligation must be satisfied in the same form of consideration that the holders
      of Common Stock are receiving in such Merger Event. The Is suer shall make
      any
      election to settle the Transaction by way of Net Share Settlement within two
      Trading Days of the Announcement Date but in any event not less than twenty
      Trading Days prior to the effective date of such merger.

     

    (c)                   Tender
      Offers. In the event an offer is made to the holders of Common Stock to
      tender shares of Common Stock for cash, UBS may, in its discretion (i)
      accelerate the Last Averaging Date or (ii) cause the Calculation Agent to adjust
      the Number of Shares. UBS or the Calculation Agent shall notify the Is suer
      in
      writing as to the terms of any adjustment made pursuant to this Section 4(c)
      no
      later than 5 days after the tender offer is made.

     

    (d)                   Other
      Events. In the event of any corporate event involving the Issuer or the
      Common Stock not specifically addressed in subsections (a), (b) or (c) of this
      Section 4 or in the event that the Calculation Agent, in its good faith
      judgment, determines that the adjustments described in subsections (a), (b)
      or
      (c) of this Section 4 will not result in an equitable adjustment of the terms
      of
      the transaction described herein, and provided that, in each case, such
      corporate event impacts the rights or obligations of a holder of Common Stock,
      the terms of the transaction described herein shall be subject to adjustment
      by
      the Calculation Agent (including, without limitation, the First Averaging Date,
      the Last Averaging Date and the Number of Shares) as in the exercise of its
      good
      faith judgment it deems appropriate under the circumstances in order to result
      in an equitable adjustment to this Transaction. The Calculation Agent shall
      respond promptly to all questions raised by the Is suer relating to such
      calculations. If the Issuer objects to the adjustments, the Issuer shall
      promptly notify the Calculation Agent


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    and
      UBS,
      and the Issuer and the UBS agree to use their good faith best efforts to reach
      an agreement as to such Settlement Amount. In the further event that the Is
      suer
      and UBS are not able to reach an agreement, the Issuer and UBS shall appoint
      a
      third party with sufficient expertise to determine the calculation of adjustment
      and such calculations shall be performed in good faith and in a commercially
      reasonable manner and shall be binding on all parties. The fees and expenses
      of
      such expert shall be shared equally by the Issuer and UBS.

     

    Section
      5. Acknowledgement.

     

    The
      Issuer
      acknowledges and agrees that it is not relying, and has not relied, upon UBS
      or
      Agent with respect to the legal, accounting, tax or other implications of this
      Agreement and that it has conducted its own analysis of the legal, accounting,
      tax and other implications of this Agreement. The Is suer further acknowledges
      and agrees that neither UBS nor Agent have acted as its advisor in any capacity
      in connection with this Agreement or the transactions contemplated by this
      Agreement. The Issuer acknowledges that neither UBS nor Agent is acting as
      the
      agent for the Is suer in effecting any purchase of Common Stock pursuant to
      this
      Agreement. The Is suer understands and acknowledges that UBS and its affiliates
      may from time to time effect transactions, for their own account or the account
      of customers, and hold positions, in securities or options on securities of
      the
      Issuer and that UBS and its affiliates may continue to conduct such transactions
      during the Execution Period. The Is suer understands and acknowledges that
      UBS
      and its affiliates intend to engage in hedging activity that could affect the
      market for such securities and/or the Common Stock that is the subject of this
      transaction, and consequently the cost or proceeds to the Issuer
      hereunder.

     

    Section
      6. Representations and Warranties.

     

    (a)                The
      Issuer hereby represents and warrants to UBS that:

     

    (i)                it
      has (or, in the case of the Registration Rights Agreement, will have when and
      if
      executed) all power and authority to enter into this Agreement and the
      Registration Rights Agreement and the transactions contemplated hereby and
      thereby;

     

    (ii)               this
      Agreement has been duly authorized, validly executed and delivered by the Issuer
      and constitutes a valid and legally binding obligation of the Issuer enforceable
      in accordance with its terms, subject, as to enforcement, to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability relating to or affecting creditors' rights and to general
      equity principles;

     

    (iii)              the
      Registration Rights Agreement, when and if executed and delivered pursuant
      to
      Section 3(c) hereof, shall have been duly authorized, validly executed and
      delivered by the Issuer and shall constitute a valid and legally binding
      obligation of the Issuer enforceable in accordance with its terms, subject,
      as
      to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization,
      moratorium and similar laws of general applicability relating to or affecting
      creditors' rights and to general equity principles;

    
      
         

      

      
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    (iv)              if
      Stock Settlement Shares are delivered pursuant to Section 3(c) or Section 3(g),
      as the case may be, the Stock Settlement Shares, when delivered to UBS or to
      the
      Issuer, as the case may be, will have been duly authorized and will be duly
      and
      validly issued, fully paid and nonassessable and free of preemptive and other
      rights;

     

    (v)               the
      transactions contemplated by this Agreement, including the delivery of the
      Stock
      Settlement Shares pursuant to Section 3(c) or Section 3(g), as the case may
      be,
      are consistent with the authorization of the Repurchase Program;

     

    (vi)              the
      Issuer is not entering into this Agreement to facilitate a distribution of
      the
      Common Stock (or any security convertible into or exchangeable for Common Stock)
      or in connection with a future issuance of securities;

     

    (vii)             the
      Is suer is not entering into this Agreement to create actual or apparent trading
      activity in the Common Stock (or any security convertible into or exchangeable
      for Common Stock) or to raise or depress the price of the Common Stock (or
      any
      security convertible into or exchangeable for Common Stock);

     

    (viii)             as
      of the date hereof and as of the date of any Stock Election Notice hereunder,
      (i) none of the Is suer and its executive officers and directors is, or will
      be,
      as the case may be, aware of any material nonpublic information regarding the
      Is
      suer or the Common Stock and (ii) all reports and other documents filed by
      the
      Issuer with the Securities and Exchange Commission pursuant to the Securities
      Exchange Act of 1934, as amended, when considered as a whole (with the more
      recent such reports and documents deemed to amend inconsistent or superseded
      statements contained in any earlier such reports and documents), do not or
      will
      not, as the case may be, contain any untrue statement of a material fact or
      any
      omission of a material fact required to be stated therein or necessary to make
      the statements therein, in the light of the circumstances in which they were
      made, not misleading;

     

    (ix)              the
      repurchase of the Shares by the Issuer, the compliance by the Issuer with all
      of
      the provisions of this Agreement and the consummation of the transactions herein
      contemplated will not conflict with or result in a breach (each, a “Breach”) of
      any of the terms or provisions of, or constitute a default (each a “Default”)
      under, any indenture, mortgage, deed of trust, loan agreement or any other
      agreement or instrument to which the Issuer or any of its subsidiaries is a
      party (collectively, “Contracts”) or by which the Issuer or any of its
      subsidiaries is bound or to which any of the property or assets of the Issuer
      or
      any of its subsidiaries is subject (except such Breach or Default as would
      not
      reasonably be expected to materially adversely affect the ability of the Issuer
      to perform its obligations under any Contract), nor will such action result
      in
      any violation of the provisions of the Certificate of Incorporation or By-laws
      of the Issuer or any of its subsidiaries is subject, nor will such action result
      in any violation of the Certificate of Incorporation or By-laws of the Issuer
      or
      any statute or any order, rule or regulation of any court or governmental agency
      or body having jurisdiction over the Issuer or any of its properties;
      and


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    (x)
      no
      consent, approval, authorization, order, registration or qualification of or
      with any court or governmental agency or body having jurisdiction over the
      Issuer or any of its properties is required for the repurchase of the Shares
      by
      the Issuer, the compliance by the Issuer with all the terms of this Agreement,
      or the consummation by the Issuer of the transactions contemplated by this
      Agreement, other than the registration of the Stock Settlement Shares and any
      Make-whole Shares under the Securities Act in accordance with the provisions
      of
      Section 3(c), which registration shall be completed not less than 10 days
      following the Last Averaging Date in respect of the first Tranche for which
      a
      Stock Election Notice has been given, and such authorizations, orders,
      registrations and qualifications as may be required under state securities
      or
      blue sky laws in connection with the resale by UBS of the Registered
      Shares.

     

    (b)                    UBS
      hereby represents and warrants to the Is suer:

     

    (i)                it
      has all power and authority to enter into this Agreement and the Registration
      Rights Agreement and the transactions contemplated hereby and
      thereby;

     

    (ii)               this
      Agreement has been duly authorized, validly executed and delivered by UBS and
      constitutes a valid and legally binding obligation of UBS enforceable in
      accordance with its terms, subject, as to enforcement, to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability relating to or affecting creditors' rights and to general
      equity principles; and

     

    (iii)              the
      Registration Rights Agreement, when and if executed and delivered pursuant
      to
      Section 3(c) hereof, shall have been duly authorized, validly executed and
      delivered by UBS and shall constitute a valid and legally binding obligation
      of
      UBS enforceable in accordance with its terms, subject, as to enforcement, to
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
      similar laws of general applicability relating to or affecting creditors' rights
      and to general equity principles.

     

    (c)                    The
      Issuer and UBS hereto acknowledge that this transaction is not secured by any
      collateral that would otherwise secure the obligations of the
      Issuer.

     

    (d)                    Each
      party hereto hereby covenants and agrees that it shall comply, in all material
      respects, with all laws, rules and regulations to which it is or may become
      subject in connection with the transactions contemplated by this
      Agreement.

     

    (e)                    Issuer
      hereby covenants and agrees that it shall notify UBS in writing in accordance
      with the provisions of Section 9 below of the declaration of any dividend or
      distribution constituting a Dividend Event not less than thirty Scheduled
      Trading Days prior to the record date in respect of any such dividend or
      distribution.

     

    Section
      7. Indemnification.


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    (a)
      In the
      event that UBS becomes involved in any capacity in any action, proceeding or
      investigation brought by or against any person in connection with the
      transactions contemplated by this Agreement, the Issuer periodically will
      reimburse UBS for its reasonable legal and other expenses (including the
      reasonable cost of any investigation and preparation) incurred in connection
      therewith; provided that such expenses will be promptly refunded to the Is
      suer
      to the extent incurred in connection with a matter as to which UBS is not
      entitled to indemnification under this Section 7. The Issuer also will indemnify
      and hold UBS harmless against any losses, claims, damages or liabilities to
      which UBS may become subject in connection with the transactions contemplated
      by
      this Agreement, except to the extent that any such loss, claim, damage or
      liability results from the gross negligence or bad faith of UBS in effecting
      the
      transactions which are the subject of this Agreement. If for any reason the
      foregoing indemnification is unavailable to UBS or insufficient to hold it
      harmless, then the Issuer shall contribute to the amount paid or payable by
      UBS
      as a result of such loss, claim, damage or liability in such proportion as
      is
      appropriate to reflect the relative benefits received by the Is suer on the
      one
      hand and UBS on the other hand in the matters contemplated by this Agreement
      as
      well as the relative fault of the Issuer and UBS with respect to such loss,
      claim, damage or liability and any other relevant equitable considerations.
      The
      relative benefits to the Issuer, on the one hand, and UBS, on the other hand,
      shall be in the same proportion as the aggregate Purchase Price bears to the
      commissions received by UBS pursuant to the last paragraph of Section 2. The
      reimbursement, indemnity and contribution obligations of the Issuer under this
      Section 7 shall be in addition to any liability which the Issuer may otherwise
      have, shall extend upon the same terms and conditions to any affiliate of UBS
      and the partners, directors, officers, agents, employees and controlling persons
      (if any), as the case may be, of UBS and any such affiliate and shall be binding
      upon and inure to the benefit of any successors, assigns, heirs and personal
      representatives of the Issuer, UBS, any such affiliate and any such person.
      The
      Issuer also agrees that neither UBS nor any of such affiliates, partners,
      directors, officers, agents, employees or controlling persons shall have any
      liability to the Issuer for or, in connection with any matter referred to in
      this Agreement except to the extent that any losses, claims, damages,
      liabilities or expenses incurred by the Issuer result from the gross negligence
      or bad faith of UBS in effecting the transactions that are the subject of this
      Agreement. The foregoing provisions shall survive any termination or completion
      of this Agreement.

     

    (b)
      Promptly after receipt by UBS or any of its affiliates, partners, directors,
      agents, employees or controlling persons entitled to indemnification pursuant
      to
      this Section 7 (each, an “Indemnified Party”) of notice of the commencement of
      any action, such Indemnified Party will, if a claim in respect thereof may
      be
      made against the Issuer under this Section 7, notify the Issuer in writing
      of
      the commencement thereof, but the omission so to notify the Issuer will not
      relieve it from any liability which it may have to any Indemnified Party under
      this Section 7 except to the extent that the Is suer’s rights are materially
      prejudiced as a result of such delay. Upon receipt of such notice, the Issuer
      shall be entitled to participate at its own expense in the defense, or if it
      so
      elects, to assume the defense of such action, in which event such defense shall
      be conducted by counsel chosen by the Issuer and reasonably satisfactory to
      the
      Indemnified Party or Indemnified Parties who shall be a defendant or
      defendantsin any such action and such defendant or defendants shall bear the
      fees and expenses of any additional counsel retained by them; but if the Issuer
      shall elect not to assume the


    
      
         

      

      
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    defense
      of
      such action, the Issuer will reimburse such Indemnified Party or Indemnified
      Parties for the reasonable fees and expenses of any counsel retained by them;
      provided however, if the defendants in any such action (including impleaded
      parties) include both the Indemnified Parties and the Issuer and counsel for
      the
      Indemnfied Parties shall have reasonably concluded that there may be a conflict
      of interest involved in the representation by a single counsel of both the
      Indemnified Parties and the Issuer, the Indemnified Party or Indemnified Parties
      shall have the right to select separate counsel, satisfactory to the Issuer
      (it
      being understood, however, that the Issuer shall not be liable for the expenses
      of more than one separate counsel representing Indemnified Parties who are
      parties to such action).

     

    Section
      8. Termination Event.

     

    Upon
      the
      occurrence of a Termination Event and so long as such Termination Event shall
      be
      continuing, UBS may, in its discretion, by notice to the Issuer (the date of
      such notice and the notice referred to in the succeeding clause being referred
      to herein as the “Notice Date”), direct that the Execution Period shall
      forthwith terminate on the date specified in such notice (the “Termination Event
      Termination Date”). In such an event, (i) the Execution Period shall terminate
      on the Termination Event Termination Date, (ii) the Principal Account shall
      be
      reduced on such date by an amount equal to the sum of (A) the product of (x)
      the
      number of Hedge Account Shares and (y) the arithmetic average of daily
      volume-weighted average prices of Shares in each Trading Day from the First
      Averaging Date up to and excluding the Notice Date, as listed on Bloomberg
      Screen Volume at Price Page and (B) the total purchase price paid by UBS for
      the
      Shares of Common Stock that are purchased by UBS during the period commencing
      on
      and including the Notice Date to and including the Termination Event Termination
      Date in order to cover the remaining number of Borrowed Shares, (iii) the
      Principal Account shall be increased to reflect an appropriate accrual of
      interest at the Federal Funds Open Rate, as determined by the Calculation Agent,
      to reflect interest earned by UBS in respect of the aggregate Purchase Price
      received from the Issuer, (iv) the Principal Account shall be decreased to
      reflect UBS’s actual cost of borrowing shares of Common Stock to hedge its
      obligations hereunder, and (v) the Settlement Amount shall be further adjusted
      by the amount that UBS reasonably determines in good faith to be its total
      losses and costs in connection with the early termination of this Agreement,
      including any loss of option value, cost of funding, or loss or cost incurred
      as
      a result of its terminating, liquidating, obtaining or reestablishing any hedge
      or related trading position contemplated by this Agreement. The Calculation
      Agent shall respond promptly to all questions raised by the Is suer relating
      to
      such calculations. If the Is suer objects to the adjustments, the Is suer shall
      promptly notify the Calculation Agent and UBS, and the Issuer and the UBS agree
      to use their good faith best efforts to reach an agreement as to such Settlement
      Amount. In the further event that the Issuer and UBS are not able to reach
      an
      agreement, the Is suer and UBS shall appoint a third party with sufficient
      expertise to determine the calculation of adjustment and such calculations
      shall
      be performed in good faith and in a commercially reasonable manner and shall
      be
      binding on all parties. The fees and expenses of such expert shall be shared
      equally by the Issuer and UBS.


    
      
         

      

      
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    Section
      9. Miscellaneous.

     

    (a)                   Severability.
      If any term, provision, covenant or restriction of this Agreement is held by
      a
      court of competent jurisdiction to be invalid, void or unenforceable, the
      remainder of the terms, provisions, covenants and obligations set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated.

     

    (b)                   Assignment.
      Neither the rights under this Agreement nor the obligations created by this
      Agreement shall be assignable or delegable, in whole or in part, by either
      party
      hereto without the prior written consent of the other (which consent shall
      not
      be unreasonably withheld), and any attempt to assign or delegate any rights
      or
      obligations arising under this Agreement without such consent shall be
      void.

     

    (c)                   Waivers,
      etc. No failure or delay on the part of either party in exercising any power
      or right hereunder shall operate as a waiver thereof, nor shall any single
      or
      partial exercise of any such right or power, or any abandonment or
      discontinuance of steps to enforce such a right or power, preclude any other
      or
      further exercise thereof or the exercise of any other right or power. No
      amendment, modification or waiver of any provision of this Agreement nor consent
      to any departure by either party therefrom shall in any event be effective
      unless the same shall be in writing and, in the case of a waiver or consent,
      shall be effective only in the specific instance and for the purpose for which
      given.

     

    (d)                   Beneficiaries.
      This Agreement shall be binding upon, and inure solely to the benefit of, the
      Issuer, UBS and, to the extent provided in Section 7 hereof, the affiliates,
      partners, directors, officers, agents, employees and controlling persons, if
      any, of UBS, and their respective successors, assigns, heirs and personal
      representatives, and no other person shall acquire any rights
      hereunder.

     

    (e)                   Rights
      of Set-Off. In addition to any rights of set-off a party may have as a
      matter of law or otherwise, upon occurrence of an Event of Default with respect
      to the Issuer, UBS shall have the right, without prior notice to the Issuer
      or
      any other person, to (i) set off any obligation of the Issuer owing to UBS
      or
      any affiliate of UBS against any obligations of UBS or any affiliate of UBS
      owing to the Issuer, or (ii) for the purpose of cross-currency set-off, convert
      any obligation to another currency at the market rate determined by UBS, or
      (iii) if an obligation is unascertained, in good faith estimate that obligation
      and set off in respect of the estimate, subject to the relevant party accounting
      to the other when the obligation is ascertained. Nothing in this Section 9(e)
      will have the effect of creating a charge or other security interest.
      Notwithstanding anything to the contrary in the foregoing, UBS agrees not to
      set
      off or net amounts due from the Is suer with respect to the transactions
      comtemplated by this Agreement against amounts due from UBS to Issuer with
      respect to contracts or instruments that are not Equity Contracts. ‘‘Equity
      Contract’’ means any transaction or instrument that does not convey rights to
      UBS senior to claims of common stockholders in the event of the Issuer’s
      bankruptcy.


    
      
         

      

      
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    (f)                   Changes
      of Law. If, due to any change in applicable law or regulations or the
      interpretation thereof by any court of law or other body having jurisdiction
      subsequent to the date of this Agreement, performance of any provision of this
      Agreement or any transaction contemplated thereby shall become impracticable
      or
      impossible, the parties hereto shall use their commercially reasonable efforts
      to find and employ an alternative means to achieve the same or substantially
      the
      same result as contemplated by such provision.

     

    (g)                   Confidentiality.
      Subject to Section 5(a), to any contrary requirement of law and to the right
      of
      each party to enforce its rights hereunder in any legal action, each party
      shall
      keep strictly confidential and shall cause its employees and agents to keep
      strictly confidential the terms of this Agreement and any information of or
      concerning the other party which it or any of its agents or employees may
      acquire pursuant to, or in the course of performing its obligations under,
      any
      provision of this Agreement. In the event disclosure is permitted pursuant
      to
      the preceding sentence, the disclosing party shall (i) provide prior notice
      of
      such disclosure to the other party, (ii) use its commercially reasonable efforts
      to minimize the extent of such disclosure and (iii) comply with all reasonable
      requests of the other party to minimize the extent of such disclosure. This
      Section 9(g) shall not prevent either party from disclosing information as
      necessary to third-party advisors in connection with the transactions
      contemplated hereby provided that such advisors agree in writing to be bound
      by
      this Section 9(g) as if a party hereto. UBS hereby consents to the issuance
      of a
      press release by the Issuer announcing its entry into this Agreement and the
      filing with the SEC of a copy of this Agreement.

     

    (h)                   Agent.
      UBS Securities LLC shall act as “agent” for UBS and the Issuer within the
      meaning of Rule 1 5a-6 under the Exchange Act. The Agent is not a principal
      to
      this Agreement and shall have no responsibility or liability to UBS or the
      Issuer in respect of this Agreement, including, without limitation, in respect
      of the failure of UBS or the Issuer to pay or perform under this Agreement.
      Each
      of UBS and the Issuer agrees to proceed solely against the other to collect
      or
      recover any securities or money owing to it in connection with or as a result
      of
      this Agreement. The Agent shall otherwise have no liability in respect of this
      Agreement, except for its gross negligence or willful misconduct in performing
      its duties as Agent hereunder. As a broker-dealer registered with the Securities
      and Exchange Commission, UBS Securities LLC, in its capacity as agent, will
      be
      responsible for (i) effecting the transaction contemplated in this Agreement,
      (ii) issuing all required notices, confirmations and statements to Buyer and
      Seller and (iii) maintaining books and records relating to this Agreement.
      The
“agent” status described in this paragraph is distinct from and does not
      encompass UBS Securities LLC’s role as “Calculation Agent” under this Agreement,
      which is governed by the other applicable provisions hereof.

     

    (i)                   Headings.
      Descriptive headings herein are for convenience only and shall not control
      or
      affect the meaning or construction of any provision of this
      Agreement.

     

    (j)                   Counterparts.
      This Agreement may be executed by the parties hereto in counterparts, and each
      such executed counterpart shall be, and shall be deemed to be,
      an


    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    original
      instrument and all such counterparts, taken together, shall constitute one
      and
      the same instrument.

     

    (k)
      Notices. All notices, consents, requests, instructions, approvals and
      other communications provided for herein shall be validly given, made or served
      if in writing and delivered personally, by telegram, by telecopy or sent by
      overnight courier, postage prepaid, to:

     

    UBS
      AG,
      London Branch at:

     

    c/o
      UBS
      Securities LLC

    299
      Park
      Avenue, 29th
      Floor

    New
      York,
      New York 10171

    Attention
      of: Paul Stowell and Sanjeet Dewal

    Fax
      Number: 212-821-4610

     

    With
      a
      copy to such address to attention of:

    Legal
      and
      External Affairs

     

    the
      Issuer
      at:

     

    MAXIMUS,
      Inc.

    11419
      Sunset Hills Road

    Reston,
      Virginia 20190

    Attention
      of: David N. Walker

    Fax
      Number: 703-251-8240

     

    With
      a
      copy to such address (which shall not constitute notice) to attention
      of:

     

    MAXIMUS,
      Inc.

    11419
      Sunset Hills Road

    Reston,
      Virginia 20190

    Attention
      of: David R. Francis

    Fax
      Number: 703-251-8240

     

    or
      to such
      other address as any party may, from time to time, designate in a written notice
      given in a like manner. Notice given by telegram or telecopy shall be deemed
      delivered when evidence of the transmission is received by the sender and shall
      be confirmed in writing by overnight courier, postage prepaid. Notice given
      by
      overnight courier as set out above shall be deemed delivered the business day
      after the date the same is mailed.

     

    (l)                                        Account
      Details.

     

    UBS:

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    Cash
      Payments for Stock Purchase

    Citibank,
      New York

    ABA#
      021
      000089

    A/C#
      4065
      2556

    UBS
      Securities, LLC

     

    Cash
      Payments for Settlement

    UBS
      AG
      Stamford

    f/o
      UBS AG
      London Branch

    ABA#
      026-007-993

    AC#
      101-WA-140007-000

     

    Issuer:

     

    SunTrust
      Bank

    8330
      Boone
      Blvd, Suite 700

    Vienna,
      VA
      22182

    ABA#
      061000104

    AC#
      202174832

    Account
      Name: MAXIMUS, Inc.

     

    (m)
      Governing Law. This Agreement shall be governed by and construed and
      enforced in accordance with the laws of the state of New York without reference
      to conflict of law principles. Each party hereto irrevocably submits to the
      extent permitted under applicable law to the non-exclusive jurisdiction of
      the
      federal and state courts located in the Borough of Manhattan, State of New
      York.
      Each party waives, to the fullest extent permitted by applicable law, any right
      it may have to a trial by jury in respect of any suit, action or proceeding
      relating to this Agreement.

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    IN
      WITNESS
      WHEREOF, UBS and the Issuer have caused this Agreement to be duly authorized,
      executed and delivered as of the date first written above.

     

    
      
        	 	
                UBS
                  AG, LONDON BRANCH

              
	 	 
	 	
                By:

              	 
	 	
                Name:

                Title:

              
	 	 
	 	
                By:

              	 
	 	
                Name:

                Title:

              
	 	
                 

              
	 	
                UBS
                  SECURITIES LLC

              
	 	 
	 	
                By:

              	 
	
                 

              	
                Name:

                
                  Title:

                

              
	
                 

              	 
	 	
                By:

              	 
	 	
                Name:

                
                  Title:

                

              
	 	 
	 	
                MAXIMUS,
                  INC.

              
	 	 
	 	
                By:

              	 
	 	
                Name:

                Title:

              


      

    

     

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