HEREIN, EXECUTIVE HEREBY AGREES TO SELL TO
HOLDINGS, AND HOLDINGS HEREBY AGREES TO PURCHASE FROM EXECUTIVE, 175 CLASS A
MANAGEMENT UNITS (THE "REPURCHASED EXECUTIVE SECURITIES") FREE AND CLEAR OF ALL
ENCUMBRANCES (AS DEFINED BELOW) AND
3
ALL RIGHTS WITH RESPECT THERETO. THE COMPANY AND HOLDINGS AGREE THAT THE
REPURCHASE OPTION SHALL BE TERMINATED WITH RESPECT TO, AND SHALL NOT APPLY TO,
THE 100 CLASS A MANAGEMENT UNITS (THE "RETAINED EXECUTIVE SECURITIES") RETAINED
BY EXECUTIVE.
THE PURCHASE PRICE FOR THE REPURCHASED EXECUTIVE SECURITIES SHALL
BE $175.
(B)
AT THE CLOSING OF THE PURCHASE AND SALE OF THE REPURCHASED
EXECUTIVE SECURITIES (THE "CLOSING"), HOLDINGS WILL PURCHASE THE REPURCHASED
EXECUTIVE SECURITIES.
THE CLOSING SHALL TAKE PLACE AT THE COMPANY'S OFFICES ON
THE EFFECTIVE DATE (THE DATE THAT THE CLOSING OCCURS IS REFERRED TO AS THE
"CLOSING DATE"), OR AT SUCH OTHER PLACE AS MAY BE MUTUALLY AGREEABLE TO THE
PARTIES HERETO.
(C)
EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD AN OPPORTUNITY TO ASK
QUESTIONS AND RECEIVE ANSWERS CONCERNING THE TERMS AND CONDITIONS OF THE SALE
OF, AND THE VALUE OF, THE REPURCHASED EXECUTIVE SECURITIES, AND HAS HAD FULL
ACCESS TO SUCH FINANCIAL OR OTHER INFORMATION CONCERNING THE COMPANY AND
HOLDINGS AS HE HAS REQUESTED.
NEITHER THE COMPANY NOR HOLDINGS MAKES ANY
REPRESENTATION OR WARRANTY REGARDING THE VALUE OF THE REPURCHASED EXECUTIVE
SECURITIES.
MUTUAL RELEASES
3.
MUTUAL RELEASES.
(A)
IN CONSIDERATION OF THE PAYMENTS AND COVENANTS OF HOLDINGS AND THE
COMPANY SET FORTH HEREIN, EXECUTIVE (ON BEHALF OF HIMSELF AND HIS RESPECTIVE
HEIRS, ASSIGNS OR EXECUTORS) HEREBY RELEASES HOLDINGS, THE COMPANY, AND THEIR
RESPECTIVE PREDECESSORS, SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE PRESENT
AND FORMER DIRECT OR INDIRECT AFFILIATES, SHAREHOLDERS, SUBSIDIARIES, OFFICERS,
DIRECTORS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND ATTORNEYS
(COLLECTIVELY, THE "RELEASEES") FROM ANY AND ALL CLAIMS, ACTIONS, LAWSUITS,
OBLIGATIONS, AGREEMENTS, CONTRACTS, COMMITMENTS AND LIABILITIES WHICH EXIST OR
MAY EXIST OF ANY KIND WHATSOEVER, WHETHER KNOWN OR UNKNOWN (COLLECTIVELY,
"CLAIMS"), WHICH EXECUTIVE (INCLUDING ANY HEIRS, ASSIGNS OR EXECUTORS) NOW HAS
OR MAY IN THE FUTURE HAVE AGAINST ANY OF THE RELEASEES WHICH RELATE IN ANY WAY
TO EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, EXECUTIVE'S OWNERSHIP OF THE
EXECUTIVE SECURITIES OR OTHERWISE RELATE TO EXECUTIVE'S ASSOCIATION WITH ANY OF
THE RELEASEES PRIOR TO THE EFFECTIVE DATE; PROVIDED THAT "CLAIMS" SHALL NOT
INCLUDE, AND THIS SECTION 3(A) SHALL NOT BE DEEMED A RELEASE OF, ANY OBLIGATIONS
OF HOLDINGS OR THE COMPANY EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE LLC
AGREEMENT WITH RESPECT TO THE RETAINED EXECUTIVE SECURITIES. NOTWITHSTANDING THE
FOREGOING, EXECUTIVE SHALL BE ENTITLED TO THE BENEFITS OF THE INDEMNITY PROVIDED
BY THE LLC AGREEMENT AND THE COMPANY'S CERTIFICATE OF INCORPORATION OR BYLAWS AS
OF THE DATE HEREOF, AND ANY SUBSEQUENT CHANGES TO THE CERTIFICATE OF
INCORPORATION OR BYLAWS ENLARGING OR REDUCING THE INDEMNITY GRANTED TO EXECUTIVE
SHALL NOT AFFECT THE RIGHTS OF EXECUTIVE EXISTING AS OF THE DATE HEREOF.
(B)
IN CONSIDERATION OF THE COVENANTS OF EXECUTIVE SET FORTH HEREIN,
HOLDINGS, THE COMPANY AND WILLIS STEIN & PARTNERS, L.P. EACH HEREBY RELEASES
EXECUTIVE FROM