SHARE TO BE PAID TO THE PURCHASER (OR HIS ESTATE) FOR EACH
SHARE (THE "PURCHASE PRICE") SHALL EQUAL THE FAIR MARKET VALUE (THE "FAIR MARKET
VALUE") OF SUCH SHARE AS OF THE EFFECTIVE DATE OF THE TERMINATION OF EMPLOYMENT
THAT GIVES RISE TO THE RIGHT OF THE COMPANY TO REPURCHASE SUCH SHARE (SUCH
5
DATE OF TERMINATION THE "DETERMINATION DATE"); PROVIDED THAT IF THE PURCHASER'S
EMPLOYMENT IS TERMINATED BY THE COMPANY OR ANY SUBSIDIARY THEREOF FOR CAUSE, THE
PURCHASE PRICE FOR SUCH SHARE SHALL EQUAL THE LESSER OF (I) THE FAIR MARKET
VALUE OF SUCH SHARE AS OF THE EFFECTIVE DATE OF TERMINATION OF PURCHASER'S
EMPLOYMENT AND (II) THE PRICE AT WHICH THE PURCHASER PURCHASED SUCH SHARE FROM
THE COMPANY PURSUANT TO THIS AGREEMENT.
WHENEVER DETERMINATION OF THE FAIR
MARKET VALUE OF A SHARE IS REQUIRED BY THIS AGREEMENT, SUCH FAIR MARKET VALUE
SHALL BE SUCH AMOUNT AS IS DETERMINED IN GOOD FAITH BY THE BOARD.
IN MAKING A
DETERMINATION OF FAIR MARKET VALUE, THE BOARD SHALL GIVE DUE CONSIDERATION TO
SUCH FACTORS AS IT DEEMS APPROPRIATE, INCLUDING, WITHOUT LIMITATION, THE
EARNINGS AND CERTAIN OTHER FINANCIAL AND OPERATING INFORMATION OF THE COMPANY
AND ITS SUBSIDIARIES IN RECENT PERIODS, THE POTENTIAL VALUE OF THE COMPANY AND
ITS SUBSIDIARIES AS A WHOLE, THE FUTURE PROSPECTS OF THE COMPANY AND ITS
SUBSIDIARIES AND THE INDUSTRIES IN WHICH THEY COMPETE, THE HISTORY AND
MANAGEMENT OF THE COMPANY AND ITS SUBSIDIARIES, THE GENERAL CONDITION OF THE
SECURITIES MARKETS, THE FAIR MARKET VALUE OF SECURITIES OF COMPANIES ENGAGED IN
BUSINESSES SIMILAR TO THOSE OF THE COMPANY AND ITS SUBSIDIARIES.
THE
DETERMINATION OF FAIR MARKET VALUE WILL NOT GIVE EFFECT TO ANY RESTRICTIONS ON
TRANSFER OF THE SHARES OR THE FACT THAT SUCH SHARES WOULD REPRESENT A MINORITY
INTEREST IN THE COMPANY.
THE FAIR MARKET VALUE AS DETERMINED IN GOOD FAITH BY
THE BOARD AND IN THE ABSENCE OF FRAUD SHALL BE BINDING AND CONCLUSIVE UPON ALL
PARTIES HERETO.
IF THE COMPANY AT ANY TIME SUBDIVIDES (BY ANY STOCK SPLIT,
STOCK DIVIDEND OR OTHERWISE) THE COMMON STOCK INTO A GREATER NUMBER OF SHARES,
OR COMBINES (BY REVERSE STOCK SPLIT OR OTHERWISE) THE COMMON STOCK INTO A
SMALLER NUMBER OF SHARES, THE PURCHASE PRICE (INCLUDING ANY MINIMUM OR MAXIMUM
PURCHASE PRICE SPECIFIED HEREIN OR IN EFFECT AS A RESULT OF A PRIOR ADJUSTMENT)
SHALL BE APPROPRIATELY ADJUSTED TO REFLECT SUCH SUBDIVISION OR COMBINATION.
(B)
CLOSING OF PURCHASE; PAYMENT OF PURCHASE
PRICE.
SUBJECT TO SECTION 9, THE CLOSING OF A PURCHASE PURSUANT TO SECTION 6
SHALL TAKE PLACE AT THE PRINCIPAL OFFICE OF THE COMPANY ON THE TENTH BUSINESS
DAY FOLLOWING THE RECEIPT BY THE PURCHASER (OR HIS OR HER ESTATE) OF THE NOTICE
OF THE COMPANY AND/OR NCP-EH OF ITS EXERCISE OF ITS OPTION TO PURCHASE ANY OF
THE SHARES PURSUANT TO SECTION 6(A).
AT THE CLOSING, (I) THE COMPANY AND
NCP-EH, AS THE CASE MAY BE, SHALL PAY TO THE PURCHASER (OR HIS OR HER ESTATE) AN
AMOUNT EQUAL TO THE PURCHASE PRICE AND (II) THE