REMAIN SUBJECT TO ALL OF THE OTHER
PROVISIONS OF THIS AGREEMENT.
(H)
NOTICE OF TERMINATION; ETC.
PRIOR TO A PUBLIC OFFERING, THE COMPANY
SHALL GIVE PROMPT WRITTEN NOTICE TO THE CD&R INVESTORS OF ANY TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY AND OF THE COMPANY DECISION WHETHER OR
NOT TO PURCHASE SHARES PURSUANT TO SECTION 5(A).
(I)
PUBLIC OFFERING.
THE PROVISIONS OF THIS SECTION 5 SHALL TERMINATE
UPON A PUBLIC OFFERING, PROVIDED THAT SUCH TERMINATION SHALL NOT AFFECT THE
COMPANY'S REPURCHASE RIGHT FOLLOWING A TERMINATION FOR CAUSE THAT WAS EFFECTIVE
(OR DEEMED TO BE EFFECTIVE) PRIOR TO SUCH PUBLIC OFFERING OR ANY PAYMENT
OBLIGATION POSTPONED PURSUANT TO SECTION 5(F).
(J)
ALLOCATION OF PURCHASE RIGHTS.
THE EMPLOYEE ACKNOWLEDGES AND AGREES
THAT THE CD&R INVESTORS MAY ALLOCATE AND ASSIGN THEIR PURCHASE RIGHTS UNDER THIS
SECTION 5, AS AMONG THEMSELVES AND THE OTHER INVESTORS, IN SUCH MANNER AS THEY,
IN THEIR SOLE DISCRETION, MAY AGREE FROM TIME TO TIME.
SECTION 6.
"TAG-ALONG" RIGHTS.
(A)
SALE NOTICE.
AT LEAST 30 DAYS BEFORE ANY OF THE INVESTORS (WHETHER
ACTING ALONE OR JOINTLY WITH ONE OR MORE OF THE OTHER INVESTORS) CONSUMMATES A
SALE OF MORE THAN 50.01% OF THE COMMON STOCK COLLECTIVELY OWNED BY THE INVESTORS
AS OF THE EFFECTIVE DATE TO A THIRD-PARTY BUYER, THE
7
COMPANY WILL DELIVER A WRITTEN NOTICE (THE "SALE NOTICE") TO THE EMPLOYEE.
THE
SALE NOTICE WILL DISCLOSE THE MATERIAL TERMS AND CONDITIONS OF THE PROPOSED SALE
OR TRANSFER, INCLUDING THE NUMBER OF SHARES OF COMMON STOCK THAT THE PROSPECTIVE
TRANSFEREE IS WILLING TO PURCHASE, THE PROPOSED PURCHASE PRICE PER SHARE AND THE
INTENDED CONSUMMATION DATE OF SUCH SALE.
(B)
RIGHT TO PARTICIPATE.
THE EMPLOYEE MAY ELECT TO PARTICIPATE IN THE
SALE OR OTHER TRANSFER DESCRIBED IN THE SALE NOTICE BY GIVING WRITTEN NOTICE TO
THE APPLICABLE INVESTORS AND THE COMPANY WITHIN 15 DAYS AFTER THE COMPANY HAS
GIVEN THE RELATED SALE NOTICE TO THE EMPLOYEE.
IF THE EMPLOYEE ELECTS TO
PARTICIPATE, THE EMPLOYEE WILL BE ENTITLED TO SELL IN THE CONTEMPLATED
TRANSACTION, AT THE SAME PRICE AND ON THE SAME TERMS AND CONDITIONS AS SET FORTH
IN THE SALE NOTICE, AN AMOUNT OF SHARES EQUAL TO THE PRODUCT OF (I) THE QUOTIENT
DETERMINED BY DIVIDING (A) THE PERCENTAGE OF THE COMPANY'S THEN OUTSTANDING
COMMON STOCK REPRESENTED BY THE SHARES THEN HELD BY THE EMPLOYEE BY (B) THE
AGGREGATE PERCENTAGE OF THE COMPANY'S THEN OUTSTANDING COMMON STOCK REPRESENTED
BY THE COMMON STOCK THEN HELD BY THE INVESTOR(S) PARTICIPATING IN THE SALE OR
OTHER TRANSFER DESCRIBED IN THE SALE NOTICE AND ALL HOLDERS OF COMMON STOCK
ELECTING TO PARTICIPATE IN SUCH SALE AND (II) THE NUMBER OF COMMON STOCK THE
PROSPECTIVE TRANSFEREE HAS AGREED TO PURCHASE IN THE CONTEMPLATED TRANSACTION.
(C)
CERTAIN MATTERS RELATING TO THE INVESTORS.
THE COMPANY WILL USE ITS
COMMERCIALLY REASONABLE BEST EFFORTS TO CAUSE THE INVESTORS TO CONDUCT ANY SALE
THAT IS WITHIN THE SCOPE OF THIS SECTION 6 IN A MANNER CONSISTENT WITH THIS
SECTION 6.
IF THE COMPANY IS NOT ABLE TO