SO AMENDED, WAIVED, MODIFIED OR SUPPLEMENTED) AND
INSTRUCTS THE SECRETARY OF THE COMPANY (OR OTHER PERSON HOLDING ANY CERTIFICATES
FOR THE SHARES) TO DELIVER TO THE CUSTODIAN CERTIFICATES REPRESENTING THE
APPLICABLE PERCENTAGE OF THE EMPLOYEE'S SHARES, TOGETHER WITH ALL NECESSARY
DULY-EXECUTED STOCK POWERS.
IF SO REQUESTED BY THE APPLICABLE INVESTOR(S) OR
THE COMPANY, THE EMPLOYEE WILL CONFIRM THE PRECEDING SENTENCE IN WRITING IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO SUCH INVESTOR PROMPTLY UPON RECEIPT OF
A DRAG-ALONG NOTICE (AND IN ANY EVENT NO LATER THAN 10 DAYS AFTER RECEIPT OF THE
DRAG-ALONG NOTICE).
PROMPTLY AFTER THE DRAG-ALONG CLOSING, THE CUSTODIAN SHALL
GIVE
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NOTICE THEREOF TO THE EMPLOYEE AND SHALL REMIT TO THE EMPLOYEE THE NET PROCEEDS
OF SUCH SALE (REDUCED BY ANY AMOUNT REQUIRED TO BE HELD IN ESCROW PURSUANT TO
THE TERMS OF THE PURCHASE AND SALE AGREEMENT AND ANY OTHER EXPENSES).
(D)
THE INVESTORS ARE THIRD-PARTY BENEFICIARIES; REMEDIES.
THE EMPLOYEE
ACKNOWLEDGES AND AGREES THAT ANY OF THE INVESTORS THAT TAKES ACTION PURSUANT TO
THIS SECTION 7 IS AN INTENDED THIRD-PARTY BENEFICIARY OF THIS SECTION 7, AS IF
SUCH INVESTOR WERE A PARTY TO THIS AGREEMENT DIRECTLY.
FOLLOWING A BREACH OR A
THREATENED BREACH BY THE EMPLOYEE OF THE PROVISIONS OF THIS SECTION 7, THE
APPLICABLE INVESTOR MAY OBTAIN AN INJUNCTION GRANTING IT SPECIFIC PERFORMANCE OF
THE EMPLOYEE'S OBLIGATIONS UNDER THIS SECTION 7.
WHETHER OR NOT THE APPLICABLE
INVESTOR OBTAINS SUCH AN INJUNCTION, AND WHETHER OR NOT THE TRANSACTION WITH
RESPECT TO WHICH THE DRAG-ALONG NOTICE RELATES IS CONSUMMATED, FOLLOWING SUCH A
BREACH OR THREATENED BREACH BY THE EMPLOYEE THE COMPANY SHALL HAVE THE OPTION TO
PURCHASE ANY OR ALL OF THE EMPLOYEE'S SHARES AT A PURCHASE PRICE PER SHARE EQUAL
TO THE LESSER OF THE PRICE AT WHICH THE EMPLOYEE PURCHASED SUCH SHARES FROM THE
COMPANY OR THE PER SHARE CONSIDERATION PAYABLE PURSUANT TO THE DRAG-ALONG
OFFER.
THE PRECEDING SENTENCE SHALL NOT LIMIT THE COMPANY'S OR THE INVESTORS'
RIGHTS TO RECOVER DAMAGES (OR THE AMOUNT THEREOF) FROM THE EMPLOYEE.
(E)
EXPIRATION ON A PUBLIC MARKET.
THE PROVISIONS OF THIS SECTION 7
SHALL TERMINATE AND CEASE TO HAVE FURTHER EFFECT UPON THE ESTABLISHMENT OF THE
PUBLIC MARKET, PROVIDED THAT SUCH TERMINATION SHALL NOT AFFECT ANY RIGHT TO
RECEIVE OR SEEK DAMAGES OR PURCHASE SHARES PURSUANT TO SECTION 7(D).
SECTION 8.
RIGHTS OF FIRST REFUSAL.
(A)
NOTICE.
AT ANY TIME PRIOR TO A PUBLIC OFFERING, IN ADDITION TO THE
TRANSFER RESTRICTIONS SET FORTH IN SECTION 4 AND EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, THE EMPLOYEE MAY NOT TRANSFER ANY SHARES OTHER THAN
PURSUANT TO A QUALIFIED OFFER AND IF THE EMPLOYEE DESIRES TO ACCEPT A QUALIFIED
OFFER, THE EMPLOYEE SHALL FIRST GIVE AT LEAST 60 DAYS' PRIOR WRITTEN NOTICE TO
THE COMPANY AND THE CD&R INVESTORS:
(I)
DESIGNATING THE NUMBER OF SHARES PROPOSED TO BE TRANSFERRED (THE
"OFFERED SHARES");
(II)
NAMING THE PROSPECTIVE ACQUIROR OF SUCH SHARES; AND
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(III)
SPECIFYING THE PRICE AT (THE "OFFER PRICE") AND TERMS UPON WHICH (THE
"OFFER TERMS") THE