INDIRECTLY DISPOSE OF OR ENCUMBER ANY OF THE SHARES TO OR
WITH ANY OTHER PERSON, FIRM OR CORPORATION (INCLUDING, WITHOUT LIMITATION,
TRANSFERS TO ANY OTHER HOLDER OF THE COMPANY'S CAPITAL STOCK, DISPOSITIONS BY
GIFT, BY WILL, BY A CORPORATION AS A DISTRIBUTION IN LIQUIDATION AND BY
OPERATION OF LAW OTHER THAN A TRANSFER OF SHARES BY OPERATION OF LAW TO THE
ESTATE OF THE PURCHASER UPON THE DEATH OF THE PURCHASER; PROVIDED THAT SUCH
ESTATE SHALL BE BOUND BY ALL PROVISIONS OF THIS AGREEMENT) EXCEPT AS PROVIDED IN
SECTION 5 OR AS OTHERWISE PERMITTED BY THE BOARD.
5.
CALL RIGHTS UPON AND AFTER TERMINATION OF EMPLOYMENT.
(A)
TERMINATION CALL RIGHT.
IF THE PURCHASER'S EMPLOYMENT WITH THE
COMPANY AND ANY SUBSIDIARY THAT EMPLOYS THE PURCHASER IS TERMINATED (WHETHER
BEFORE OR AFTER THE DATE HEREOF) (I) FOR CAUSE AT ANY TIME, OR (II) FOR ANY
OTHER REASON DURING THE PERIOD ENDING ON THE SIXTH ANNIVERSARY OF THE CLOSING,
THE COMPANY SHALL HAVE THE RIGHT (THE "TERMINATION CALL RIGHT") TO REPURCHASE UP
TO THAT NUMBER OF SHARES HELD BY THE PURCHASER, AND SHALL HAVE 90 DAYS FROM THE
LATER OF THE CLOSING AND DATE OF TERMINATION DURING WHICH TO GIVE NOTICE IN
WRITING TO THE PURCHASER (OR THE PURCHASER'S ESTATE) OF ITS ELECTION TO EXERCISE
OR NOT TO EXERCISE SUCH RIGHT, IN WHOLE OR IN PART.
SUBJECT TO SECTION 7(C),
THE AGGREGATE PURCHASE PRICE OF THE SHARES PURCHASED PURSUANT TO THE TERMINATION
CALL RIGHT SHALL EQUAL (A) IF THE PURCHASER'S EMPLOYMENT IS TERMINATED DUE TO
HIS DEATH, DISABILITY OR RETIREMENT, BY THE COMPANY WITHOUT CAUSE OR BY THE
PURCHASER FOR GOOD REASON, THEIR AGGREGATE FAIR MARKET VALUE AS OF THE
TERMINATION DATE, AND (B) IF THE PURCHASER'S EMPLOYMENT IS TERMINATED BY THE
COMPANY FOR CAUSE OR BY THE PURCHASER WITHOUT GOOD REASON, THE LOWER OF THEIR
AGGREGATE PURCHASE PRICE AND THEIR AGGREGATE FAIR MARKET VALUE AS OF THE
TERMINATION DATE.
IF THE COMPANY FAILS TO GIVE NOTICE THAT IT
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INTENDS TO EXERCISE SUCH RIGHT WITHIN THE PERIOD SPECIFIED OR THE COMPANY GIVES
NOTICE THAT IT DOES NOT INTEND TO EXERCISE SUCH RIGHT OR THAT IT INTENDS TO
EXERCISE SUCH RIGHT WITH RESPECT TO ONLY A PORTION OF THE SHARES SUBJECT TO THE
TERMINATION CALL RIGHT, THE PURCHASER (OR THE PURCHASER'S ESTATE) SHALL BE
ENTITLED TO (I) IF THE PURCHASER'S EMPLOYMENT IS TERMINATED FOR DEATH OR
DISABILITY, THEN ON NOTICE FROM THE PURCHASER (OR THE PURCHASER'S ESTATE) IN
WRITING AND DELIVERED TO THE COMPANY WITHIN 90 DAYS FOLLOWING THE EARLIER OF THE
LAST DAY OF THE COMPANY'S 90-DAY NOTICE PERIOD AND THE DATE THE COMPANY DELIVERS
WRITTEN NOTICE TO THE PURCHASER INDICATING WHETHER THE COMPANY WILL EXERCISE ITS
RIGHTS UNDER THE TERMINATION CALL RIGHT, THE COMPANY SHALL PURCHASE ALL (AND NOT
LESS THAN ALL) OF THE SHARES THEN HELD BY THE PURCHASER (OR THE PURCHASER'S
ESTATE), OR (II) RETAIN THE SHARES WHICH COULD HAVE BEEN ACQUIRED ON EXERCISE
THEREOF, SUBJECT TO ALL OF THE PROVISIONS OF THE AGREEMENT (INCLUDING, BUT NOT
LIMITED