EFFECT REFERRED TO ABOVE, THE NUMBER OF SHARES OF STOCK WHICH THE
"HOLDERS" (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT), INCLUDING, WITHOUT
LIMITATION, THE MANAGEMENT STOCKHOLDER AND ALL OTHER MANAGEMENT STOCKHOLDERS
HAVE REQUESTED TO BE INCLUDED IN THE PROPOSED REGISTRATION, SUCH AMOUNT TO BE
ALLOCATED PRO RATA AMONG ALL REQUESTING HOLDERS ON THE BASIS OF THE RELATIVE
NUMBER OF SHARES OF STOCK THEN HELD BY EACH SUCH HOLDER (INCLUDING THE
EXERCISABLE OPTIONS) (PROVIDED THAT ANY SHARES THEREBY ALLOCATED TO ANY SUCH
HOLDER THAT EXCEED SUCH HOLDER'S REQUEST WILL BE REALLOCATED AMONG THE REMAINING
REQUESTING HOLDERS IN LIKE MANNER).
14
(E)
UPON DELIVERING A REQUEST THE MANAGEMENT STOCKHOLDER WILL, IF REQUESTED BY
THE COMPANY, EXECUTE AND DELIVER A CUSTODY AGREEMENT AND POWER OF ATTORNEY IN
FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY WITH RESPECT TO THE SHARES OF
STOCK TO BE REGISTERED PURSUANT TO THIS SECTION 10 (A "CUSTODY AGREEMENT AND
POWER OF ATTORNEY").
THE CUSTODY AGREEMENT AND POWER OF ATTORNEY WILL PROVIDE,
AMONG OTHER THINGS, THAT THE MANAGEMENT STOCKHOLDER WILL DELIVER TO AND DEPOSIT
IN CUSTODY WITH THE CUSTODIAN AND ATTORNEY-IN-FACT NAMED THEREIN A CERTIFICATE
OR CERTIFICATES REPRESENTING SUCH SHARES OF STOCK (DULY ENDORSED IN BLANK BY THE
REGISTERED OWNER OR OWNERS THEREOF OR ACCOMPANIED BY DULY EXECUTED STOCK POWERS
IN BLANK) AND IRREVOCABLY APPOINT SAID CUSTODIAN AND ATTORNEY-IN-FACT AS THE
MANAGEMENT STOCKHOLDER'S AGENT AND ATTORNEY-IN-FACT WITH FULL POWER AND
AUTHORITY TO ACT UNDER THE CUSTODY AGREEMENT AND POWER OF ATTORNEY ON THE
MANAGEMENT STOCKHOLDER'S BEHALF WITH RESPECT TO THE MATTERS SPECIFIED THEREIN.
(F)
THE MANAGEMENT STOCKHOLDER AGREES THAT HE OR SHE WILL EXECUTE SUCH OTHER
AGREEMENTS AS THE COMPANY MAY REASONABLY REQUEST TO FURTHER EVIDENCE THE
PROVISIONS OF THIS SECTION.
11.
PRO RATA REPURCHASES; DIVIDENDS.
(A)
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN SECTION 4, 5 OR 6, IF AT ANY TIME CONSUMMATION OF ANY
PURCHASE OR PAYMENT TO BE MADE BY THE COMPANY PURSUANT TO THIS AGREEMENT AND THE
OTHER MANAGEMENT STOCKHOLDERS AGREEMENTS WOULD RESULT IN AN EVENT, THEN THE
COMPANY SHALL MAKE PURCHASES FROM, AND PAYMENTS TO, THE MANAGEMENT STOCKHOLDER
AND OTHER MANAGEMENT STOCKHOLDERS PRO RATA (ON THE BASIS OF THE PROPORTION OF
THE NUMBER OF SHARES OF STOCK EACH SUCH MANAGEMENT STOCKHOLDER AND ALL OTHER
MANAGEMENT STOCKHOLDERS HAVE ELECTED OR ARE REQUIRED TO SELL TO THE COMPANY) FOR
THE MAXIMUM NUMBER OF SHARES OF STOCK AND OPTIONS PERMITTED WITHOUT RESULTING IN
AN EVENT (THE "MAXIMUM REPURCHASE AMOUNT").
THE PROVISIONS OF SECTIONS 5(C) AND
6(F) SHALL APPLY IN THEIR ENTIRETY TO PAYMENTS AND REPURCHASES WITH RESPECT TO
SHARES OF STOCK AND OPTIONS WHICH MAY NOT BE MADE DUE TO THE LIMITS IMPOSED BY
THE MAXIMUM REPURCHASE AMOUNT UNDER THIS SECTION 11(A).
UNTIL ALL OF SUCH STOCK
AND OPTIONS ARE PURCHASED AND PAID FOR BY THE COMPANY, THE MANAGEMENT
STOCKHOLDER AND THE OTHER MANAGEMENT STOCKHOLDERS WHOSE STOCK AND OPTIONS ARE
NOT PURCHASED OR PAID IN ACCORDANCE WITH THIS SECTION 11(A) SHALL HAVE PRIORITY,
ON A PRO RATA BASIS, OVER OTHER PURCHASES OF STOCK AND OPTIONS BY THE