PAYABLE UNDER THIS SECTION 6 SHALL BE THE
NUMBER OF EXERCISABLE OPTION SHARES, IN EACH CASE HELD BY THE APPLICABLE
MANAGEMENT STOCKHOLDER ENTITIES AT THE TIME OF DELIVERY OF (AND AS SET FORTH IN)
A CALL NOTICE IN ACCORDANCE WITH SECTION 6(D) HEREOF.
ALL OPTIONS EXERCISABLE
AS OF THE DATE OF A REPURCHASE NOTICE, IN THE CASE OF A REPURCHASE PURSUANT TO
SECTION 6(A), 6(B) OR 6(C), SHALL CONTINUE TO BE EXERCISABLE UNTIL THE ACTUAL
REPURCHASE OF SUCH OPTIONS PURSUANT TO SUCH CALL NOTICE, PROVIDED THAT TO THE
EXTENT THAT ANY OPTIONS ARE EXERCISED AFTER THE DATE OF SUCH CALL NOTICE, THE
NUMBER OF EXERCISABLE OPTION SHARES FOR PURPOSES OF CALCULATING THE OPTION
EXCESS PRICE SHALL BE REDUCED ACCORDINGLY.
NOTWITHSTANDING THE FOREGOING, IF AN
EVENT EXISTS AND IS CONTINUING FOR NINETY (90) DAYS, THE MANAGEMENT STOCKHOLDER
ENTITIES SHALL BE PERMITTED BY WRITTEN NOTICE TO CAUSE THE COMPANY TO RESCIND
ANY REPURCHASE NOTICE BUT THE COMPANY SHALL HAVE ANOTHER THIRTY (30) DAYS FROM
THE DATE THE EVENT CEASES TO EXIST TO GIVE ANOTHER REPURCHASE NOTICE ON THE
TERMS APPLICABLE TO THE FIRST REPURCHASE NOTICE.
(F)
EFFECT OF CHANGE IN CONTROL.
NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, EXCEPT FOR ANY PAYMENT OBLIGATION OF THE COMPANY,
THIS SECTION 6 SHALL TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT UPON THE
OCCURRENCE OF A CHANGE IN CONTROL.
7.
ADJUSTMENT OF REPURCHASE PRICE; DEFINITIONS.
(A)
ADJUSTMENT OF REPURCHASE PRICE.
IN DETERMINING THE APPLICABLE
REPURCHASE PRICE OF THE STOCK AND OPTIONS, AS PROVIDED FOR IN SECTIONS 5 AND 6,
ABOVE, APPROPRIATE ADJUSTMENTS SHALL BE MADE FOR ANY STOCK DIVIDENDS, SPLITS,
COMBINATIONS, RECAPITALIZATIONS OR ANY OTHER ADJUSTMENT IN THE NUMBER OF
OUTSTANDING SHARES OF STOCK IN ORDER TO MAINTAIN, AS NEARLY AS PRACTICABLE, THE
INTENDED OPERATION OF THE PROVISIONS OF SECTIONS 5 AND 6.
(B)
DEFINITIONS.
ALL CAPITALIZED TERMS USED IN THIS AGREEMENT AND NOT
DEFINED HEREIN SHALL HAVE SUCH MEANING AS SUCH TERMS ARE DEFINED IN THE OPTION
PLAN.
TERMS USED HEREIN AND AS LISTED BELOW SHALL BE DEFINED AS FOLLOWS:
"Act" shall have the meaning set forth in Section 2(a)(i) hereof.
"Agreement" shall have the meaning set forth in the introductory paragraph.
"Base Price" shall have the meaning set forth in Section 1(a) hereof.
"Board" shall mean the board of directors of the Company.
10
"Book Value Per Share" shall mean (a) the Base Price plus (b) the quotient of
(A)(i) the aggregate net income of the Company from and after the Effective Date
(as decreased by any net losses from and after the Effective Date) excluding any
one time costs and expenses charged to income associated with the Stock Purchase
Closing and any related transactions plus (ii) the aggregate dollar amount
contributed to (or credited to common stockholders' equity of) the Company after
the Effective Date as equity of the Company (including consideration that would
be received upon the exercise of all outstanding stock options and other rights
to acquire Common Stock and the conversion of all securities convertible into