REPURCHASE OF OUTSTANDING OPTIONS PURSUANT TO SECTION 5(A), THE NUMBER OF
EXERCISABLE OPTION SHARES FOR PURPOSES OF CALCULATING THE OPTION EXCESS PRICE
PAYABLE UNDER THIS SECTION 5(C) SHALL BE THE NUMBER OF EXERCISABLE OPTION
SHARES, SPECIFIED IN THE PUT NOTICE AND HELD BY THE APPLICABLE MANAGEMENT
STOCKHOLDER ENTITIES, AT THE TIME OF DELIVERY OF A PUT NOTICE IN ACCORDANCE WITH
SECTION 5(B) HEREOF.
ALL OPTIONS EXERCISABLE AS OF THE DATE OF A PUT NOTICE, IN
THE CASE OF A REPURCHASE PURSUANT TO SECTION 5(A), SHALL CONTINUE TO BE
EXERCISABLE UNTIL THE REPURCHASE OF SUCH OPTIONS PURSUANT TO SUCH PUT NOTICE,
PROVIDED THAT TO THE EXTENT ANY OPTIONS ARE EXERCISED AFTER THE DATE OF SUCH PUT
NOTICE, THE NUMBER OF EXERCISABLE OPTION SHARES FOR PURPOSES OF CALCULATING THE
OPTION EXCESS PRICE SHALL BE REDUCED ACCORDINGLY.
(D)
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO MAKE PAYMENT IN
RESPECT OF THE APPLICABLE REPURCHASE PRICE AND ANY PAYMENT WITH RESPECT TO THE
OPTIONS TO BE PAID PURSUANT TO THIS SECTION 5 AT THE EARLIEST DATE IT CAN DO SO
WITHOUT SUCH DEFAULT OR VIOLATION.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT
PAYMENT OF THE REPURCHASE PRICE AND ANY PAYMENT WITH RESPECT TO THE OPTIONS TO
BE PAID PURSUANT TO SECTION 5(A) IS DELAYED PURSUANT TO SECTION 5(C), (I) THE
COMPANY SHALL PAY TO THE MANAGEMENT STOCKHOLDER, WHEN PAYMENT OF THE REPURCHASE
PRICE IS MADE, INTEREST ON THE AMOUNT OF THE REPURCHASE PRICE TO THE MANAGEMENT
STOCKHOLDER, WHICH SHALL HAVE ACCRUED AT THE PRIME RATE (AS REPORTED BY JPMORGAN
CHASE BANK AT ITS PRINCIPAL LOCATION IN NEW YORK, NEW YORK (THE "PRIME RATE"))
PLUS ONE PERCENT (OR IF NOT PAID WITHIN ONE YEAR, THREE PERCENT FOR THE SIX
MONTH PERIOD AFTER SUCH ONE-YEAR PERIOD), AND (II) A PROMISSORY NOTE IN A
MUTUALLY AGREED FORM SHALL BE DELIVERED BY THE COMPANY TO THE MANAGEMENT
STOCKHOLDER TO EVIDENCE THE OBLIGATION TO PAY THE REPURCHASE PRICE NOT LATER
THAN THE LAST CALENDAR DAY OF THE EIGHTEENTH MONTH FOLLOWING THE TENTH BUSINESS
DAY AFTER THE GIVING OF THE PUT NOTICE.
IN CONNECTION WITH REPAYMENT OF THE
NOTE AT THE EARLIEST DATE IT CAN DO SO WITHOUT DEFAULT OR VIOLATION, THE COMPANY
MAY PREPAY THE NOTE AT ANY TIME WITHOUT PREMIUM OR PENALTY.
(E)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR ANY
PAYMENT OBLIGATION OF THE COMPANY, WHICH HAS ARISEN PRIOR TO SUCH TERMINATION
PURSUANT TO THIS AGREEMENT, THIS SECTION 5 SHALL TERMINATE AND BE OF NO FURTHER
FORCE OR EFFECT UPON THE OCCURRENCE OF A CHANGE OF CONTROL.
6.
THE COMPANY'S RIGHT TO REPURCHASE STOCK AND OPTIONS OF MANAGEMENT
STOCKHOLDER UPON CERTAIN TERMINATIONS OF EMPLOYMENT AND OTHER EVENTS.
(A)
TERMINATION FOR CAUSE BY THE COMPANY AND OTHER CALL EVENTS.
EXCEPT AS
OTHERWISE PROVIDED HEREIN, IF, PRIOR TO (I) THE FIFTH ANNIVERSARY OF THE INITIAL
INVESTMENT DATE WITH RESPECT TO THE EXISTING STOCK AND THE EXISTING OPTION, (II)
JANUARY 1, 2008 WITH RESPECT TO THE NEW TIME OPTION STOCK AND THE NEW TIME
OPTION OR (III)