SUBJECT TO THE RESTRICTIONS ON
TRANSFERABILITY SET FORTH IN THIS AGREEMENT AND A NOTATION SHALL BE MADE IN THE
APPROPRIATE RECORDS OF THE COMPANY OR ANY TRANSFER AGENT INDICATING THAT THE
SHARES ARE SUBJECT TO SUCH RESTRICTIONS.
(G)
VOTING PROXY.
BY ENTERING INTO THIS AGREEMENT AND PURCHASING THE
SHARES, THE EMPLOYEE HEREBY IRREVOCABLY GRANTS TO AND APPOINTS THE CD&R
INVESTORS COLLECTIVELY (TO ACT BY UNANIMOUS CONSENT) AS SUCH EMPLOYEE'S PROXY
AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME,
PLACE AND STEAD OF SUCH EMPLOYEE, TO VOTE OR ACT BY UNANIMOUS WRITTEN CONSENT
WITH RESPECT TO SUCH EMPLOYEE'S SHARES.
THE EMPLOYEE HEREBY AFFIRMS THAT THE
IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3(G) WILL BE VALID UNTIL THE
CONSUMMATION OF A PUBLIC OFFERING AND IS GIVEN TO SECURE THE PERFORMANCE OF THE
OBLIGATIONS OF SUCH EMPLOYEE UNDER THIS AGREEMENT.
THE EMPLOYEE HEREBY FURTHER
AFFIRMS THAT THE PROXY HEREBY GRANTED SHALL BE IRREVOCABLE AND SHALL BE DEEMED
COUPLED WITH AN INTEREST AND SHALL EXTEND FOR THE TERM OF THIS AGREEMENT, OR, IF
EARLIER, UNTIL THE LAST DATE PERMITTED BY LAW.
FOR THE AVOIDANCE OF DOUBT,
EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS SECTION 3(G), THE EMPLOYEE HAS NOT
GRANTED A PROXY TO ANY PERSON TO EXERCISE THE RIGHTS OF SUCH EMPLOYEE UNDER THIS
AGREEMENT OR ANY OTHER AGREEMENT RELATING TO THE SHARES TO WHICH SUCH EMPLOYEE
IS A PARTY.
SECTION 4.
RESTRICTION ON TRANSFER OF SHARES.
(A)
IN GENERAL.
PRIOR TO THE FIRST TO OCCUR OF A PUBLIC OFFERING AND
JULY 24, 2011, THE EMPLOYEE SHALL NOT TRANSFER ANY OF THE SHARES OTHER THAN
(I) UPON THE EMPLOYEE'S DEATH BY WILL OR BY THE LAWS OF DESCENT AND
DISTRIBUTION, (II) REPURCHASES BY THE COMPANY (OR AN ASSIGNEE THEREOF) OR THE
CD&R INVESTORS PURSUANT TO SECTION 5 HEREOF, (III) PURSUANT TO SECTION 6 OR
SECTION 7 HEREOF, OR (IV) WITH THE COMPANY'S CONSENT.
SHARES MAY ONLY BE
TRANSFERRED IN A MANNER THAT COMPLIES WITH ALL APPLICABLE SECURITIES LAWS AND,
IF THE COMPANY SO REQUESTS, PRIOR TO ANY ATTEMPTED TRANSFER, THE EMPLOYEE SHALL
PROVIDE TO THE COMPANY AT THE EMPLOYEE'S EXPENSE SUCH INFORMATION RELATING TO
THE COMPLIANCE OF SUCH PROPOSED TRANSFER WITH THE TERMS OF THIS AGREEMENT AND
APPLICABLE SECURITIES LAWS AS THE COMPANY SHALL REASONABLY REQUEST, WHICH MAY
INCLUDE AN OPINION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY
OF COUNSEL REGARDING SUCH SECURITIES LAW OR OTHER MATTERS AS THE COMPANY SHALL
REQUEST (SUCH COUNSEL TO BE REASONABLY SATISFACTORY TO THE COMPANY).
4
(B)
NO TRANSFER THAT WOULD RESULT IN REGISTRATION REQUIREMENTS.
PRIOR TO
A PUBLIC OFFERING, THE SHARES MAY NOT BE TRANSFERRED IF SUCH TRANSFER WOULD
RESULT IN THE COMPANY BECOMING SUBJECT TO THE REPORTING REQUIREMENTS OF
SECTION 13 OR 15(D) OF THE EXCHANGE ACT (OR OTHER SIMILAR PROVISION OF NON-U.S.
LAW) OR WOULD INCREASE THE RISK THAT THE COMPANY WOULD BE SUBJECT TO SUCH
REPORTING REQUIREMENTS AS DETERMINED BY THE COMPANY IN ITS SOLE AND ABSOLUTE
DISCRETION.
ANY PURPORTED TRANSFER IN VIOLATION OF SECTION 4(A) OR