THAT ANY OTHER HOLDER CEASES TO BE EMPLOYED BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES AS A RESULT OF (I) A TERMINATION BY THE COMPANY OR ITS
SUBSIDIARY, AS APPLICABLE, FOR CAUSE OR (II) A VOLUNTARY RESIGNATION (OTHER THAN
FOR GOOD REASON) BY SUCH OTHER HOLDER (THE DATE SUCH OTHER HOLDER CEASES TO BE
SO EMPLOYED SHALL BE REFERRED TO HEREIN AS THE
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"TERMINATION DATE"), THE COMPANY SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION)
(THE "REPURCHASE OPTION") TO PURCHASE ANY OR ALL OF THE SECURITYHOLDER SHARES
THEN HELD BY SUCH OTHER HOLDER, SUCH OTHER HOLDER'S ESTATE AND/OR SUCH OTHER
HOLDER'S PERMITTED TRANSFEREES OR AFFILIATES (THE "REPURCHASE SHARES") PURSUANT
TO THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 10.
(B)
THE REPURCHASE SHARES PURCHASED PURSUANT TO THE REPURCHASE OPTION
WILL BE PURCHASED AT A PRICE EQUAL TO THE FAIR MARKET VALUE OF SUCH REPURCHASE
SHARES AS OF THE DATE THAT THE COMPANY DELIVERS A REPURCHASE NOTICE TO THE OTHER
HOLDER (THE "VALUATION DATE"), LESS THE AMOUNT OF ANY CASH DISTRIBUTED BY THE
COMPANY WITH RESPECT TO SUCH REPURCHASE SHARES BETWEEN THE VALUATION DATE AND
THE CLOSING OF SUCH REPURCHASE (THE "REPURCHASE PRICE").
(C)
THE REPURCHASE OPTION IS EXERCISABLE BY THE COMPANY DELIVERING
WRITTEN NOTICE (THE "REPURCHASE NOTICE") TO THE HOLDERS OF THE REPURCHASE SHARES
DURING THE 240-DAY PERIOD BEGINNING ON THE TERMINATION DATE (THE "COMPANY
REPURCHASE PERIOD"). THE REPURCHASE NOTICE WILL SET FORTH THE PERCENTAGE OF THE
AGGREGATE VALUE OF REPURCHASE SHARES TO BE PURCHASED BY THE COMPANY.
(D)
THE CLOSING OF ANY TRANSACTION CONTEMPLATED BY THIS SECTION 10
WILL TAKE PLACE ON THE DATE DESIGNATED BY THE COMPANY, WHICH DATE WILL NOT BE
MORE THAN FORTY-FIVE (45) DAYS AFTER THE VALUATION DATE; PROVIDED, THAT
SUBSEQUENT TO THE VALUATION DATE, THE COMPANY MAY RESCIND ITS EXERCISE OF THE
REPURCHASE OPTION BY DELIVERING WRITTEN NOTICE TO SUCH HOLDER(S) OF REPURCHASE
SHARES WITHIN TEN (10) DAYS AFTER THE VALUATION DATE. THE COMPANY WILL PAY FOR
ANY REPURCHASE
SHARES TO BE PURCHASED BY THE COMPANY PURSUANT TO ANY REPURCHASE
OPTION BY DELIVERY OF A CHECK(S) PAYABLE OR BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS TO THE HOLDER(S) OF SUCH REPURCHASE SHARES IN AN AGGREGATE
AMOUNT EQUAL TO THE APPLICABLE REPURCHASE PRICE FOR SUCH REPURCHASE SHARES.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, ALL REPURCHASES OF REPURCHASE SHARES BY THE COMPANY WILL BE SUBJECT
TO APPLICABLE RESTRICTIONS CONTAINED IN APPLICABLE LAW (INCLUDING THE DELAWARE
GENERAL CORPORATION LAW) AND IN THE COMPANY'S AND ITS SUBSIDIARIES' DEBT AND
EQUITY FINANCING AGREEMENTS THAT ARE IN EFFECT AS OF THE VALUATION DATE. IF ANY
SUCH RESTRICTIONS PROHIBIT THE REPURCHASE OF THE REPURCHASE SHARES WHICH THE
COMPANY IS OTHERWISE ENTITLED TO MAKE PURSUANT TO THIS SECTION 10 OR IF SUCH
REPURCHASE WOULD CAUSE A DEFAULT UNDER ANY OF THE COMPANY'S AND/OR ITS
SUBSIDIARIES' DEBT AND/OR EQUITY FINANCING AGREEMENTS, AND, IN EITHER CASE, A
REPURCHASE NOTICE HAS BEEN TIMELY DELIVERED PURSUANT TO SECTION 10(C), THE
COMPANY MAY, SUBJECT TO THE PROVISIONS OF THIS