OFFICE IS LOCATED, THE TIME PERIOD SHALL
BE AUTOMATICALLY EXTENDED TO THE BUSINESS DAY IMMEDIATELY FOLLOWING SUCH
SATURDAY, SUNDAY OR HOLIDAY.
(N)
INDEMNIFICATION AND REIMBURSEMENT OF PAYMENTS ON BEHALF OF EXECUTIVE.
THE
COMPANY AND ITS SUBSIDIARIES SHALL BE ENTITLED TO DEDUCT OR WITHHOLD FROM ANY
AMOUNTS OWING FROM THE COMPANY OR ANY OF ITS SUBSIDIARIES TO EXECUTIVE ANY
FEDERAL, STATE, LOCAL OR FOREIGN WITHHOLDING TAXES, EXCISE TAXES, OR EMPLOYMENT
TAXES ("TAXES") IMPOSED WITH RESPECT TO EXECUTIVE'S COMPENSATION OR OTHER
PAYMENTS FROM THE COMPANY OR ITS SUBSIDIARIES OR EXECUTIVE'S OWNERSHIP INTEREST
IN THE COMPANY, INCLUDING, WITHOUT LIMITATION, WAGES, BONUSES, DIVIDENDS, THE
RECEIPT OR EXERCISE OF EQUITY OPTIONS AND/OR THE RECEIPT OR VESTING OF
RESTRICTED EQUITY.
IN THE EVENT THE COMPANY OR ITS SUBSIDIARIES DO NOT MAKE
SUCH DEDUCTIONS OR WITHHOLDINGS, EXECUTIVE SHALL INDEMNIFY THE COMPANY AND ITS
SUBSIDIARIES FOR ANY AMOUNTS PAID WITH RESPECT TO ANY SUCH TAXES, TOGETHER WITH
ANY INTEREST, PENALTIES AND RELATED EXPENSES THERETO.
(O)
REASONABLE EXPENSES.
EMPLOYER AGREES TO PAY THE REASONABLE FEES AND
EXPENSES OF EXECUTIVE'S COUNSEL ARISING IN CONNECTION WITH THE NEGOTIATION AND
EXECUTION OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
23
(P)
TERMINATION.
THIS AGREEMENT (EXCEPT FOR THE PROVISIONS OF SECTIONS
6(A) AND (B)) SHALL SURVIVE A SEPARATION AND SHALL REMAIN IN FULL FORCE AND
EFFECT AFTER SUCH SEPARATION.
(Q)
ADJUSTMENTS OF NUMBERS.
ALL NUMBERS SET FORTH HEREIN THAT REFER TO PRICES
OR AMOUNTS WILL BE APPROPRIATELY ADJUSTED TO REFLECT STOCK SPLITS, STOCK
DIVIDENDS, COMBINATIONS OF SHARES AND OTHER RECAPITALIZATIONS AFFECTING THE
SUBJECT CLASS OF EQUITY THAT OCCUR AFTER THE DATE HEREOF.
(R)
DEEMED TRANSFER OF EXECUTIVE SECURITIES.
IF THE COMPANY (AND/OR THE
INVESTORS AND/OR ANY OTHER PERSON ACQUIRING SECURITIES) SHALL MAKE AVAILABLE, AT
THE TIME AND PLACE AND IN THE AMOUNT AND FORM PROVIDED IN THIS AGREEMENT, THE
CONSIDERATION FOR THE EXECUTIVE SECURITIES TO BE REPURCHASED IN ACCORDANCE WITH
THE PROVISIONS OF THIS AGREEMENT, THEN FROM AND AFTER SUCH TIME, THE PERSON FROM
WHOM SUCH SHARES ARE TO BE REPURCHASED SHALL NO LONGER HAVE ANY RIGHTS AS A
HOLDER OF SUCH SHARES (OTHER THAN THE RIGHT TO RECEIVE PAYMENT OF SUCH
CONSIDERATION IN ACCORDANCE WITH THIS AGREEMENT), AND SUCH SHARES SHALL BE
DEEMED PURCHASED IN ACCORDANCE WITH THE APPLICABLE PROVISIONS HEREOF AND THE
COMPANY (AND/OR THE INVESTORS AND/OR ANY OTHER PERSON ACQUIRING SECURITIES)
SHALL BE DEEMED THE OWNER AND HOLDER OF SUCH SHARES , WHETHER OR NOT THE
CERTIFICATES THEREFOR HAVE BEEN DELIVERED AS REQUIRED BY THIS AGREEMENT.
(S)
NO PLEDGE OR SECURITY INTEREST.
THE PURPOSE OF THE COMPANY'S RETENTION OF
EXECUTIVE'S CERTIFICATES AND EXECUTED SECURITY POWERS IS SOLELY TO FACILITATE
THE PROVISIONS SET FORTH IN SECTION 3 HEREIN AND DOES NOT BY ITSELF CONSTITUTE A
PLEDGE BY EXECUTIVE OF, OR THE GRANTING OF A SECURITY INTEREST IN, THE
UNDERLYING EQUITY.
(T)
RIGHTS GRANTED TO GTCR AND ITS AFFILIATES.
ANY RIGHTS GRANTED TO GTCR I,
GTCR II OR THEIR AFFILIATES HEREUNDER MAY ALSO BE EXERCISED (IN WHOLE OR IN
PART) BY THEIR DESIGNEES.
(U)
DELIVERY BY