THE COMPANY SUCH CERTIFICATES OR OTHER
INSTRUMENTS WITH RESPECT TO THE SHARES SO PURCHASED, APPROPRIATELY ENDORSED BY
THE PARTICIPANT (OR THE PARTICIPANT'S ESTATE), AS THE COMPANY MAY REASONABLY
REQUIRE.
(D)
APPLICATION OF THE PURCHASE PRICE TO CERTAIN
LOANS.
THE PARTICIPANT AGREES THAT THE COMPANY SHALL BE ENTITLED TO APPLY, OR
TO DIRECT THE APPLICATION OF, ANY AMOUNTS TO BE PAID BY THE COMPANY TO PURCHASE
SHARES PURSUANT TO SECTION 6(C) TO DISCHARGE ANY INDEBTEDNESS OF THE PARTICIPANT
TO, OR GUARANTEED BY, THE COMPANY OR ANY OF ITS SUBSIDIARIES.
7.
SALE OF THE COMPANY.
SUBJECT TO THE
CONTINUED EMPLOYMENT OF THE PARTICIPANT WITH THE COMPANY OR ANY SUBSIDIARY, UPON
A SALE OF THE COMPANY, THE SERIES E SHARES SHALL BE TREATED AS SET FORTH IN
ARTICLE IX OF THE PLAN.
(2)
For MSW add:
, provided that if the Participant's employment is
terminated by the Company without Cause or by Participant for Good Reason (as
defined in the employment agreement between Participant and the Company), all
unvested Series E Shares then held by the Participant shall vest.
(3)
Will not apply to SRK or MSW.
4
8.
PARTICIPANT'S REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS.
(A)
INVESTMENT INTENTION.
THE PARTICIPANT
REPRESENTS AND WARRANTS THAT THE PARTICIPANT IS ACQUIRING THE SERIES E SHARES
SOLELY FOR THE PARTICIPANT'S OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO
OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.
THE PARTICIPANT AGREES
THAT THE PARTICIPANT WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, TRANSFER, SELL,
PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF ANY OF THE SERIES E SHARES (OR
SOLICIT ANY OFFERS TO BUY, PURCHASE OR OTHERWISE ACQUIRE OR TAKE A PLEDGE OF ANY
SERIES E SHARES), EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THE RULES AND REGULATIONS OF THE SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION") THEREUNDER, AND IN COMPLIANCE WITH
APPLICABLE STATE AND FOREIGN SECURITIES OR "BLUE SKY" LAWS.
THE PARTICIPANT
FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT NONE OF THE SERIES E SHARES
MAY BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
(I) UNLESS (A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (B) THE PARTICIPANT SHALL HAVE DELIVERED TO
THE COMPANY AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT, (C) A NO-ACTION LETTER FROM
THE COMMISSION, REASONABLY SATISFACTORY TO THE COMPANY, SHALL HAVE BEEN OBTAINED
WITH RESPECT TO SUCH DISPOSITION, OR (D) FOLLOWING A QUALIFIED IPO, IN AN EXEMPT
TRANSACTION UNDER RULE 144, (II) UNLESS SUCH DISPOSITION IS PURSUANT TO
REGISTRATION UNDER ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR AN
EXEMPTION THEREFROM AND (III) UNLESS THE APPLICABLE PROVISIONS OF THE PLAN, THIS
AGREEMENT AND THE SECURITYHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH OR
HAVE EXPIRED.
(B)
LEGENDS.
THE GRANTEE ACKNOWLEDGES THAT ANY
CERTIFICATE EVIDENCING THE SERIES E SHARES GRANTED PURSUANT TO THIS AGREEMENT
SHALL BEAR THE