EXECUTIVE SECURITIES (IF ANY) PRO RATA ACCORDING TO THE
NUMBER OF EXECUTIVE SECURITIES TO BE PURCHASED FROM SUCH PERSON.
(E)
THE CLOSING OF THE PURCHASE OF THE EXECUTIVE SECURITIES PURSUANT
TO THE REPURCHASE OPTION SHALL TAKE PLACE ON THE DATE DESIGNATED BY THE COMPANY
IN THE REPURCHASE NOTICE, WHICH DATE SHALL NOT BE MORE THAN 2 MONTHS NOR LESS
THAN 5 DAYS AFTER THE DELIVERY OF SUCH NOTICE.
THE COMPANY WILL PAY FOR THE
EXECUTIVE SECURITIES TO BE PURCHASED BY IT PURSUANT TO THE REPURCHASE OPTION BY
FIRST OFFSETTING AMOUNTS OUTSTANDING UNDER ANY BONA FIDE DEBTS OWED BY EXECUTIVE
TO THE COMPANY AND WILL PAY THE REMAINDER OF THE PURCHASE PRICE TO THE EXTENT
REASONABLY PERMISSIBLE UNDER THE COMPANY'S AND ITS SUBSIDIARIES' EQUITY
FINANCING AGREEMENTS AND AGREEMENTS EVIDENCING INDEBTEDNESS FOR BORROWED MONEY
AND TO THE EXTENT THE COMPANY HAS THE FINANCIAL WHEREWITHAL AT THE TIME TO MAKE
SUCH PAYMENTS, BY A CHECK OR WIRE TRANSFER OF FUNDS AND, IF NOT, BY A
SUBORDINATE NOTE OR NOTES, EACH ON TERMS ACCEPTABLE TO BANKS AND OTHER FINANCIAL
INSTITUTIONS LOANING MONEY TO THE COMPANY AND ITS SUBSIDIARIES, PAYABLE IN UP TO
THREE SUBSTANTIALLY EQUAL, SEMI-ANNUAL INSTALLMENTS BEGINNING ON THE SIX MONTH
ANNIVERSARY OF THE CLOSING OF SUCH PURCHASE AND BEARING INTEREST (PAYABLE
QUARTERLY) AT A RATE PER ANNUM EQUAL TO THE PRIME RATE AS PUBLISHED IN THE WALL
STREET JOURNAL FROM TIME TO TIME, IN THE AGGREGATE AMOUNT OF THE PURCHASE PRICE
FOR SUCH SECURITIES.
THE COMPANY WILL BE ENTITLED TO RECEIVE CUSTOMARY
REPRESENTATIONS AND WARRANTIES FROM THE SELLERS OF EXECUTIVE SECURITIES
(INCLUDING REPRESENTATIONS AND WARRANTIES REGARDING GOOD TITLE TO THE EXECUTIVE
SECURITIES, THE ABSENCE OF ANY LIENS ON SUCH TITLE OR OTHER ENCUMBRANCES WITH
RESPECT TO THE TRANSFER OF THE EXECUTIVE SECURITIES AND THE ABILITY OF SUCH
SELLERS TO CONSUMMATE THE SALE).
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, ALL REPURCHASES OF EXECUTIVE SECURITIES BY THE COMPANY SHALL BE
SUBJECT TO APPLICABLE RESTRICTIONS CONTAINED IN THE DELAWARE GENERAL CORPORATION
LAW AND AS MAY BE REQUIRED BY OTHER PARTIES IN THE COMPANY'S OR ANY
SUBSIDIARIES' EQUITY FINANCING AGREEMENTS AND AGREEMENTS EVIDENCING INDEBTEDNESS
FOR BORROWED MONEY, IF ANY.
IF ANY SUCH RESTRICTIONS PROHIBIT THE REPURCHASE OF
EXECUTIVE SECURITIES HEREUNDER WHICH THE COMPANY IS OTHERWISE ENTITLED OR
REQUIRED TO MAKE, THE COMPANY MAY MAKE SUCH REPURCHASES AS SOON AS IT IS
PERMITTED TO DO SO UNDER SUCH RESTRICTIONS.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, IF EXECUTIVE DELIVERS THE NOTICE OF OBJECTION DESCRIBED IN THE
DEFINITION OF FAIR MARKET VALUE, OR IF THE FAIR MARKET VALUE OF A SHARE IS
OTHERWISE DETERMINED TO BE AN AMOUNT MORE THAN 10% GREATER THAN THE PER SHARE
REPURCHASE PRICE FOR SUCH SHARES ORIGINALLY DETERMINED BY THE BOARD, THE COMPANY
SHALL HAVE THE RIGHT TO REVOKE ITS EXERCISE OF THE REPURCHASE OPTION FOR ALL OR
ANY PORTION OF THE SHARES ELECTED TO BE REPURCHASED BY IT BY DELIVERING NOTICE
OF SUCH REVOCATION IN WRITING TO THE HOLDERS OF THE SHARES DURING (I) THE