PURSUANT TO SUCH EXERCISE OF SUCH PURCHASE OR
REPURCHASE RIGHTS BY THE COMPANY OR ITS DESIGNEE:
(I)
THE COMPANY IS MERGED INTO,
CONSOLIDATED WITH OR OTHERWISE COMBINED WITH OR ACQUIRED BY ANOTHER PERSON, OR
THERE IS A LIQUIDATION OF THE COMPANY, OR THERE IS A PUBLIC OFFERING (A
"SUBSEQUENT OFFERING") OF THE COMPANY'S COMMON STOCK PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT IN WHICH OTHER EXECUTIVES
PARTICIPATE AS SELLING EXECUTIVES (OTHER THAN (1) A REGISTRATION STATEMENT ON
FORM S-8 OR ANY SUCCESSOR FORMS OR ANY OTHER REGISTRATION STATEMENT RELATING TO
A SPECIAL OFFERING TO THE COMPANY'S EMPLOYEES OR (2) A REGISTRATION STATEMENT
RELATING TO A UNIT OFFERING); AND
(II)
THE PER SHARE CONSIDERATION
RECEIVED BY THE EXECUTIVES OF THE COMPANY IN SUCH TRANSACTION, OR THE PER SHARE
NET PROCEEDS RECEIVED FOR THE COMPANY'S COMMON STOCK IN THE SUBSEQUENT OFFERING,
AS THE CASE MAY BE (IN EACH CASE AFTER BEING ADJUSTED DOWNWARD TO REFLECT WHAT
THE PER SHARE CONSIDERATION OR PER SHARE NET OFFERING PROCEEDS, AS THE CASE MAY
BE, WOULD HAVE BEEN HAD THE COMMON STOCK OF SUCH TERMINATED EXECUTIVE PURCHASED
BY THE COMPANY OR ITS DESIGNEE PURSUANT TO THE PURCHASE OPTION BEEN OUTSTANDING
ON THE DATE OF THE CLOSING OF SUCH TRANSACTION OR SUBSEQUENT
5
OFFERING), EXCEEDS THE FAIR MARKET VALUE USED IN CALCULATING THE PURCHASE PRICE
PURSUANT TO SECTION 4(B) HEREOF,
then such Executive shall be entitled to receive from the Company or MDCP an
amount per Called Share equal to such excess multiplied by the applicable FMV
Price Percentage within 30 days after the closing of any such transaction or
Subsequent Offering. "FMV Price Percentage" means 20% multiplied by the number
of full years elapsed between the Effective Time of the Merger and the
Termination Date for such Executive.
5.
Restrictions on Transfer.
(A)
TRANSFER OF EXECUTIVE STOCK.
NO EXECUTIVE
SHALL, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, SELL, TRANSFER, ASSIGN,
PLEDGE OR OTHERWISE DISPOSE OF (WHETHER WITH OR WITHOUT CONSIDERATION AND
WHETHER VOLUNTARILY OR INVOLUNTARILY OR BY OPERATION OF LAW) (A "TRANSFER") ANY
INTEREST IN ANY SHARES OF EXECUTIVE STOCK, EXCEPT PURSUANT TO THE PROVISIONS OF
SECTION 4 HEREOF, THIS SECTION 5 OR IN CONNECTION WITH A SALE OF THE COMPANY.
(B)
CERTAIN PERMITTED TRANSFERS.
THE
RESTRICTIONS CONTAINED IN THIS SECTION 5 SHALL NOT APPLY WITH RESPECT TO
TRANSFERS OF SHARES OF EXECUTIVE STOCK (I) PURSUANT TO APPLICABLE LAWS OF
DESCENT AND DISTRIBUTION OR (II) AMONG AN EXECUTIVE'S FAMILY GROUP; PROVIDED
THAT SUCH RESTRICTIONS SHALL CONTINUE TO BE APPLICABLE TO SHARES OF SUCH
EXECUTIVE STOCK AFTER ANY SUCH TRANSFER AND THE TRANSFEREES OF SUCH EXECUTIVE
STOCK SHALL HAVE AGREED IN WRITING TO BE BOUND BY THE PROVISIONS OF THIS
AGREEMENT.
AN EXECUTIVE'S "FAMILY GROUP" MEANS SUCH EXECUTIVE'S SPOUSE AND
DESCENDANTS (WHETHER NATURAL OR ADOPTED) AND ANY TRUST SOLELY FOR THE BENEFIT OF
SUCH EXECUTIVE AND/OR SUCH EXECUTIVE'S SPOUSE AND/OR DESCENDANTS.
(C)
PARTICIPATION RIGHTS.
AT LEAST 30 DAYS
PRIOR TO ANY SIGNIFICANT TRANSFER BY MDCP OF ANY PREFERRED STOCK OR COMMON STOCK