THE 60TH DAY AFTER THE DETERMINATION DATE (THE "FIRST OPTION PERIOD"). THE
INITIAL INVESTORS MAY ELECT TO PURCHASE ALL OR ANY PORTION OF THE SHARES THAT
THE COMPANY HAS NOT ELECTED TO PURCHASE BY WRITTEN NOTICE TO THE EMPLOYEE
DELIVERED AT ANY TIME ON OR BEFORE THE 80TH DAY AFTER THE DETERMINATION DATE
(THE "SECOND OPTION PERIOD").
(B)
LIMITED RIGHT OF THE EMPLOYEE TO
REQUIRE THE COMPANY TO REPURCHASE SHARES. IF THE EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY IS TERMINATED BY THE EMPLOYEE UPON RETIREMENT OR BY REASON OF THE
DISABILITY OR DEATH OF THE EMPLOYEE OR IS TERMINATED BY THE COMPANY WITHOUT
CAUSE (INCLUDING IN CONNECTION WITH A SALE BY THE COMPANY OF THE DIVISION OR
SUBSIDIARY DIRECTLY EMPLOYING THE EMPLOYEE), THE EMPLOYEE MAY REQUIRE THE
COMPANY TO PURCHASE ALL (BUT NOT LESS THAN ALL) OF AN EMPLOYEE'S SHARES
(EXCLUDING ANY SHARES ACQUIRED ON EXERCISE OF AN OPTION) BY WRITTEN NOTICE
DELIVERED TO THE COMPANY WITHIN 30 DAYS FOLLOWING THE EXPIRATION OF THE SECOND
OPTION PERIOD.
(C)
PURCHASE PRICE. THE PURCHASE
PRICE PER SHARE PURSUANT TO THIS SECTION 5 SHALL EQUAL THE FAIR MARKET VALUE AS
OF THE LATER OF (I) THE EFFECTIVE DATE OF THE EMPLOYEE'S TERMINATION OF
EMPLOYMENT AND (II) SIX MONTHS AND ONE DAY FROM THE DATE OF THE EMPLOYEE'S
ACQUISITION OF THE SHARES PURSUANT TO THIS AGREEMENT (SUCH DATE, THE
"DETERMINATION DATE"), PROVIDED THAT IF THE EMPLOYEE'S EMPLOYMENT IS TERMINATED
BY THE COMPANY FOR CAUSE, THE PURCHASE PRICE PER SHARE SHALL EQUAL THE LESSER OF
(I) THE FAIR MARKET VALUE OF SUCH SHARE AS OF THE DETERMINATION DATE AND
(II) THE PRICE AT WHICH THE EMPLOYEE PURCHASED SUCH SHARE FROM THE COMPANY
PURSUANT TO THIS AGREEMENT.
5
(D)
CLOSING OF PURCHASE; PAYMENT OF
PURCHASE PRICE. SUBJECT TO SECTION 5(F), THE CLOSING OF A PURCHASE PURSUANT TO
THIS SECTION 5 SHALL TAKE PLACE AT THE PRINCIPAL OFFICE OF THE COMPANY NO LATER
THAN THE 90TH DAY FOLLOWING THE DETERMINATION DATE (OR, IN THE CASE OF A
PURCHASE PURSUANT TO SECTION 5(B), NO LATER THAN 10 BUSINESS DAYS FOLLOWING THE
COMPANY'S RECEIPT OF WRITTEN NOTICE FROM THE EMPLOYEE PURSUANT TO SECTION 5(B)).
AT THE CLOSING, (I) THE COMPANY OR THE INITIAL INVESTORS, AS THE CASE MAY BE,
SHALL, SUBJECT TO SECTION 5(E), PAY THE PURCHASE PRICE TO THE EMPLOYEE AND
(II) IF THE EMPLOYEE ACTUALLY HOLDS ANY CERTIFICATES OR OTHER INSTRUMENTS
REPRESENTING THE SHARES SO PURCHASED, THE EMPLOYEE SHALL DELIVER TO THE COMPANY
SUCH CERTIFICATES OR OTHER INSTRUMENTS, APPROPRIATELY ENDORSED BY THE EMPLOYEE
OR DIRECTING THAT THE SHARES BE SO TRANSFERRED TO THE PURCHASER THEREOF, AS THE
COMPANY MAY REASONABLY REQUIRE.
(E)
APPLICATION OF THE PURCHASE
PRICE TO CERTAIN LOANS OR OTHER OBLIGATIONS. THE COMPANY AND THE INITIAL
INVESTORS SHALL BE ENTITLED TO APPLY ANY AMOUNTS OTHERWISE PAYABLE PURSUANT TO
THIS SECTION 5 TO DISCHARGE ANY INDEBTEDNESS OF THE EMPLOYEE TO THE COMPANY OR
ANY OF ITS SUBSIDIARIES OR INDEBTEDNESS THAT IS GUARANTEED BY THE COMPANY OR ANY
OF ITS SUBSIDIARIES OR TO OFFSET ANY SUCH AMOUNTS