AS OF
SUCH DATE (THE "TAG-ALONG CIC PORTION") (I.E. THE PARTICIPANT WILL BE VESTED TO
THE EXTENT NECESSARY FOR THE PARTICIPANT TO PARTICIPATE IN THE TAG-ALONG EVENT).
(II)
PAYMENT.
IMMEDIATELY PRIOR TO THE CLOSING
OF A TAG-ALONG EVENT, EACH ACCOUNT, (A) IN THE CASE OF A TAG-ALONG EVENT THAT IS
A CHANGE IN CONTROL, TO THE EXTENT OF THE TAG-ALONG CIC PORTION OR (B) IN THE
CASE OF A TAG-ALONG EVENT THAT IS NOT A CHANGE IN CONTROL, TO THE EXTENT VESTED
BUT IN NO EVENT IN A GREATER PERCENTAGE OF THE ACCOUNT THAN THE NUMBER OF SHARES
OF PHANTOM STOCK EQUAL TO THE PERCENTAGE INTEREST REPRESENTED BY THE
PARTICIPANT'S ACCOUNT MULTIPLIED BY THE NUMBER OF SHARES OF COMMON STOCK OF THE
PARENT STOCKHOLDER (OR PARENT TRANSFER UNITS) PROPOSED TO BE TRANSFERRED
PURSUANT TO SUCH TAG-ALONG EVENT (THE "TAG-ALONG PORTION"), SHALL BE CREDITED
WITH ONE SHARE OF COMMON STOCK FOR EACH SHARE OF PHANTOM STOCK WHICH MAKES UP
THE TAG-ALONG CIC PORTION OR THE TAG-ALONG PORTION, AS APPLICABLE, AND SUCH
PORTION SHALL BE DISTRIBUTED TO EACH PARTICIPANT IN COMMON STOCK IMMEDIATELY
PRIOR TO THE TAG-ALONG EVENT SUCH THAT THE PARTICIPANT MAY PARTICIPATE IN THE
TAG-ALONG EVENT PURSUANT TO SECTION 2.4 OF THE STOCKHOLDERS AGREEMENT.
THAT
PORTION OF A PARTICIPANT'S ACCOUNT PAID TO HIM PURSUANT TO THIS SECTION 6(B)(II)
SHALL BE CANCELLED WITHOUT ANY PAYMENT OR OTHER CONSIDERATION BEING OWED OR PAID
TO THE PARTICIPANT IMMEDIATELY FOLLOWING SUCH PAYMENT.
7
(C)
IPO.
(I)
GENERALLY.
EXCEPT AS PROVIDED IN
SECTION 8 (RELATING TO TERMINATION OF EMPLOYMENT PRIOR TO A DISTRIBUTION EVENT),
IN THE EVENT THE PARTICIPANT HAS NOT EXERCISED HIS PIGGYBACK RIGHTS, THE COMPANY
SHALL PAY THE VESTED PORTION OF A PARTICIPANT'S ACCOUNT NOT LATER THAN 180 DAYS
FOLLOWING THE IPO OR SUCH SHORTER PERIOD AS APPLICABLE TO THE OH AFFILIATES,
PURSUANT TO ANY HOLDBACK AGREEMENT ENTERED INTO IN CONNECTION WITH SUCH IPO,
EXCEPT THAT UPON NOTICE TO THE COMPANY THE PARTICIPANT MAY BE PERMITTED TO
FURTHER DEFER RECEIPT OF SUCH PAYMENT TO ONE OR MORE FUTURE DATES, PROVIDED THE
ELECTION SHALL BE IN WRITING, IRREVOCABLE WHEN MADE AND COMPLY WITH SUCH OTHER
REQUIREMENTS AS THE BOARD MAY REASONABLY IMPOSE.
PAYMENT WITH RESPECT TO THE
VESTED PORTION OF THE ACCOUNT PURSUANT TO THIS SECTION 6(C) SHALL BE MADE IN
COMMON STOCK AS IF ONE SHARE OF PHANTOM STOCK WERE ONE SHARE OF COMMON STOCK;
PROVIDED, HOWEVER, THAT FOLLOWING AN IPO (OTHER THAN WITH RESPECT TO HOLDINGS)
PAYMENT WILL BE MADE IN THE EQUITY SECURITIES OF THE IPO ENTITY THAT WOULD HAVE
BEEN RECEIVED BY THE PARTICIPANT HAD THE PARTICIPANT HELD THE SAME NUMBER OF
SHARES OF COMMON STOCK REPRESENTED BY THE VESTED PORTION OF HIS ACCOUNT PRIOR TO
SUCH IPO.
ADDITIONAL PAYMENTS WITH RESPECT TO THE AWARD SHALL BE MADE AS AND
WHEN ADDITIONAL PORTIONS OF THE ACCOUNT VEST IN ACCORDANCE WITH SECTION 5(B).
THE BOARD MAINTAINS DISCRETION TO PAY ALL OF THE VESTED PORTION OF THE ACCOUNT
IN SHARES OF COMMON STOCK IMMEDIATELY PRIOR TO THE IPO SO THAT THE