SECURITIES LAWS AND/OR STATE "BLUE SKY" AND/OR NON-U.S. SECURITIES LAWS.
14
(G)
SECTION 83(B) ELECTION.
THE GRANTEE AGREES THAT, WITHIN 20 DAYS OF ANY
EXERCISE DATE THAT OCCURS PRIOR TO A PUBLIC OFFERING, THE GRANTEE SHALL GIVE
NOTICE TO THE COMPANY IN THE EVENT THE GRANTEE HAS MADE OR INTENDS TO MAKE AN
ELECTION PURSUANT TO SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, WITH RESPECT TO THE EXERCISE SHARES PURCHASED ON SUCH DATE, AND
ACKNOWLEDGES THAT THE GRANTEE WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL TAX
LIABILITIES PAYABLE BY THE GRANTEE IN CONNECTION WITH THE GRANTEE'S RECEIPT OF
THE EXERCISE SHARES OR ATTRIBUTABLE TO THE GRANTEE'S MAKING OR FAILING TO MAKE
SUCH AN ELECTION.
8.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY REPRESENTS AND
WARRANTS TO THE GRANTEE THAT (A) THE COMPANY HAS BEEN DULY INCORPORATED AND IS
AN EXISTING CORPORATION IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE, (B) THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
THE COMPANY AND CONSTITUTES A VALID AND LEGALLY BINDING OBLIGATION OF THE
COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS AND (C) THE
EXERCISE SHARES, WHEN ISSUED, DELIVERED AND PAID FOR, UPON EXERCISE OF THE
OPTIONS IN ACCORDANCE WITH THE TERMS HEREOF AND THE MANAGEMENT STOCK
SUBSCRIPTION AGREEMENT, WILL BE DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND
NONASSESSABLE, AND FREE AND CLEAR OF ANY LIENS OR ENCUMBRANCES OTHER THAN THOSE
CREATED PURSUANT TO THIS AGREEMENT, THE MANAGEMENT STOCK SUBSCRIPTION AGREEMENT
OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
9.
CHANGE IN CONTROL.
Accelerated Vesting and Payment.
In the event of a Change in Control, each then
outstanding Option (regardless of whether such Option is at such time otherwise
vesting or exercisable) shall be canceled in exchange for a payment in an amount
equal to the product of (i) the excess, if any, of the Change in Control Price
over the Option Price, multiplied by (ii) the aggregate number of Shares covered
by such Option. Such payment shall be made in cash or, if so determined by the
Board (as constituted immediately prior to the Change in Control) in shares of
the stock of the New Employer having an aggregate fair market value equal to
such amount (provided that the shares of such New Employer are of a class that
is publicly traded) and shall be made as soon as reasonably practicable, but in
no event later than, 30 days following the Change in Control.
10.
CERTAIN RESTRICTIONS ON REPURCHASES
(A)
FINANCING AGREEMENTS, ETC.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, THE COMPANY SHALL NOT BE OBLIGATED OR PERMITTED TO PURCHASE ANY
OPTIONS FROM THE GRANTEE IF (I) SUCH PURCHASE WOULD RESULT IN A VIOLATION OF THE
TERMS OR PROVISIONS OF, OR RESULT IN A DEFAULT OR AN EVENT OF DEFAULT UNDER, THE
AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF AUGUST 10, 2001 (THE "CREDIT
AGREEMENT"), AMONG RIC, THE OTHER BORROWERS PARTY THERETO, THE CHASE MANHATTAN
BANK,