Common use of Call Options Clause in Contracts

Call Options. (a) If the Executive’s employment by the Company or any of its Subsidiaries terminates for any reason, the Company shall have the right and option to purchase in its sole discretion, and, to the extent the Company exercises such right, the Executive and the Executive’s Permitted Transferees (hereinafter referred to as the “Executive Group”) shall be required to sell to the Company (i) any or all of the Class B Units then held by such member of the Executive Group that have vested in accordance with Section 4, and any or all of Class C Units then held by such member of the Executive Group that have satisfied the Time Condition in accordance with Section 4 and (ii) in the event that following such termination of Executive’s employment with the Company or any of its Subsidiaries the Executive engages in Competitive Activity, any or all of the Rollover Securities then held by such member of the Executive Group, in each case at a price per Unit equal to the applicable purchase price determined pursuant to Section 5.1(c). (b) If the Company desires to exercise one of its options to purchase Class B Units, Class C Units or Rollover Securities pursuant to this Section 5.1, the Company shall, not later than the six month anniversary of (i) the date of termination of Executive’s employment by the Company or any of its Subsidiaries or (ii) the Activity Date (in the event that following a termination of the Executive’s employment by the Company or any of its Subsidiaries, the Executive engages in Competitive Activity), send written notice to the Executive of its intention to purchase all or a portion of such Class B Units, Class C Units and Rollover Securities, specifying the number of Class B Units, Class C Units and Rollover Securities to be purchased (the “Call Notice”). Subject to the provisions of Section 6, the closing of the purchase shall take place at the principal office of the Company on the later of the 30th day after the giving of the Call Notice and, if applicable, the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 6, the Executive shall, and, to the extent securities held by other members of the Executive Group are being repurchased, shall cause such member(s) of the Executive Group to, deliver to the Company duly executed instruments transferring title to the applicable Class B Units, Class C Units and Rollover Securities to the Company, against payment of the appropriate purchase price by cashier’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. It being understood that any Units or Rollover Securities to be repurchased hereunder shall be purchased from Executive and/or from other members of the Executive Group at the Company’s option and if the Company first elects to purchase any Units or Rollover Securities from one member of the Executive Group who fails to honor such

Call Options. (a) If Director’s service as a member of the Executive’s employment by the Company or any of its Subsidiaries Board terminates for any reasonof the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, the Company shall have the right and option to purchase in its sole discretionfor a period of seven months following the Termination Date, and, to the extent the Company exercises such right, the Executive and the Executive’s Permitted Transferees (hereinafter referred to as the “Executive Group”) each member of Director Group shall be required to sell to the Company (i) Company, any or all of the Class B such Units then held by such member of Director Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Executive Group that have vested in accordance with Section 4, and any or all of Class C Units then held by such member Company may elect to repurchase only the portion of the Executive Group that have satisfied Units of such class subject to repurchase hereunder at the Time Condition in accordance with Section 4 and (ii) in the event that following such termination of Executive’s employment with the Company or any of its Subsidiaries the Executive engages in Competitive Activitylower price), any or all of the Rollover Securities then held by such member of the Executive Group, in each case at a price per Unit unit equal to the applicable purchase price determined pursuant to Section 5.1(c). 4.2(c): (i) if Director’s service as a member of the Board is terminated due to the Disability or death of Director; (ii) if Director’s service as a member of the Board is terminated by the Company and its subsidiaries without Cause or by Director for any reason when none of the circumstances set forth in clauses (i) and (iii) apply; (iii) if Director’s service as a member of the Board is terminated by the Company or any of its subsidiaries for Cause. (b) If the Company desires to exercise one of its options to purchase Class B Units, Class C Units or Rollover Securities pursuant to this Section 5.14.2, the Company shall, not later than seven months after the six month anniversary of (i) the date of termination of Executive’s employment by the Company or any of its Subsidiaries or (ii) the Activity Date (in the event that following a termination of the Executive’s employment by the Company or any of its Subsidiaries, the Executive engages in Competitive Activity)Termination Date, send written notice to the Executive each member of Director Group of its intention to purchase all or a portion of such Class B Units, Class C Units and Rollover Securities, specifying the number of Class B Units, Class C Units and Rollover Securities to be purchased (the “Call Notice” and the date that such Call Notice is given, the “Call Notice Date”). Subject to the provisions of Section 65, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later of than the 30th day after the giving the Call Notice Date. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of all Units, in the case of a termination of Director’s service as a member of the Board described in Section 4.2(a)(iii), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Call Notice and, if applicable, the date that is 10 business days after the final determination Date) and (B) Cost; (ii) with respect to a purchase of Fair Market Value. Subject to the provisions of Section 6, the Executive shall, and, to the extent securities held by other members of the Executive Group are being repurchased, shall cause such member(s) of the Executive Group to, deliver to the Company duly executed instruments transferring title to the applicable Preferred Units or Class B A Units, Class C Units and Rollover Securities to in the Company, against payment case of the appropriate purchase price by cashiera termination of Director’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. It being understood that any Units or Rollover Securities to be repurchased hereunder shall be purchased from Executive and/or from other members of the Executive Group at the Company’s option and if the Company first elects to purchase any Units or Rollover Securities from one service as a member of the Executive Group who fails Board described in Sections 4.2(a)(i) or Section 4.2(a)(ii), a price per Unit equal to honor suchFair Market Value (measured as of the Call Notice Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of Director’s service as a member of the Board described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Call Notice Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Call Notice Date) and (B) Cost; provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above.”

Call Options. (a) If the Executive’s any Management Investor's employment by with the Company or any of its Subsidiaries terminates for any reasonof the reasons set forth in clauses (i), (ii), (iii) and (iv) below prior to an initial Public Offering, the Company (or any of its assignees) shall have the right and option to purchase in its sole discretionpurchase, andfor a period of 90 days following the date of such termination of employment of such Management Investor, to and each member of the extent the Company exercises such right, the Executive and the Executive’s Permitted Transferees (hereinafter referred to as the “Executive Group”) Management Investor Group shall be required to sell to the Company (i) or to any or all of the Class B Units then held by such member of the Executive Group that have vested in accordance with Section 4, and any or all of Class C Units then held by such member of the Executive Group that have satisfied the Time Condition in accordance with Section 4 and (ii) in the event that following such termination of Executive’s employment with the Company or any of its Subsidiaries the Executive engages in Competitive Activityassignee), any or all of the Rollover Securities shares of Common Stock (including any fractional shares) then held owned by such member of the Executive Management Investor Group, in each case at a price per Unit share equal to the applicable purchase price determined pursuant to Section 5.1(c4.3 hereof: (i) if the Management Investor's employment with the Company or its Subsidiaries is terminated due to the Disability, death or Retirement of the Management Investor; (ii) if the Management Investor's employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries without Cause or by the Management Investor for Good Reason; (iii) if the Management Investor's employment with the Company or its Subsidiaries is terminated by the Management Investor for any reason not set forth in Sections 4.2(a)(i). , (ii) or (iv); or (iv) if the Management Investor's employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries for Cause. (b) If the Company desires to exercise one of its options option to purchase Class B Units, Class C Units or Rollover Securities any shares pursuant to this Section 5.14.2, the Company shall, not later than the six month anniversary of (i) 90 days after the date of termination of Executive’s employment by the Company or any of its Subsidiaries or (ii) the Activity Date (in the event that following a termination of the Executive’s employment by the Company or any of its Subsidiaries, the Executive engages in Competitive Activity)employment, send written notice to the Executive Management Investor or such other member of the Management Investor Group of its intention to purchase all or a portion of such Class B Units, Class C Units and Rollover Securitiesshares, specifying the number of Class B Units, Class C Units and Rollover Securities shares to be purchased (the “Call Notice”)purchased. Subject to the provisions of Section 65.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no earlier than the tenth and no later of the 30th day than 30 days after the giving of the Call Notice and, if applicable, the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 6, the Executive shall, and, to the extent securities held by other members of the Executive Group are being repurchased, shall cause such member(s) of the Executive Group to, deliver to the Company duly executed instruments transferring title to the applicable Class B Units, Class C Units and Rollover Securities to the Company, against payment of the appropriate purchase price by cashier’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. It being understood that any Units or Rollover Securities to be repurchased hereunder shall be purchased from Executive and/or from other members of the Executive Group at the Company’s option and if the Company first elects to purchase any Units or Rollover Securities from one member of the Executive Group who fails to honor suchnotice.

Call Options. (a) If the Executive’s employment by the Company or any of its Subsidiaries terminates for any reason, the Company shall have the right and option to purchase in its sole discretion, and, to the extent the Company exercises such right, the Executive and the Executive’s Permitted Transferees (hereinafter referred to as the “Executive Group”) shall be required to sell to the Company (i) any or all of the Class B Units then held by such member of the Executive Group that have vested in accordance with Section 4, and any or all of Class C Units then held by such member of the Executive Group that have satisfied the Time Condition in accordance with Section 4 and (ii) in the event that following such termination of Executive’s employment with the Company or any of its Subsidiaries the Executive engages in Competitive Activity, any or all of the Rollover Securities then held by such member of the Executive Group, in each case at a price per Unit equal to the applicable purchase price determined pursuant to Section 5.1(c). . (b) If the Company desires to exercise one of its options to purchase Class B Units, Class C Units or Rollover Securities pursuant to this Section 5.1, the Company shall, not later than the six month anniversary of (i) the date of termination of Executive’s employment by the Company or any of its Subsidiaries or (ii) the Activity Date (in the event that following a termination of the Executive’s employment by the Company or any of its Subsidiaries, the Executive engages in Competitive Activity), send written notice to the Executive of its intention to purchase all or a portion of such Class B Units, Class C Units and Rollover Securities, specifying the number of Class B Units, Class C Units and Rollover Securities to be purchased (the “Call Notice”). Subject to the provisions of Section 6, the closing of the purchase shall take place at the principal office of the Company on the later of the 30th day after the giving of the Call Notice and, if applicable, the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 6, the Executive shall, and, to the extent securities held by other members of the Executive Group are being repurchased, shall cause such member(s) of the Executive Group to, deliver to the Company duly executed instruments transferring title to the applicable Class B Units, Class C Units and Rollover Securities to the Company, against payment of the appropriate purchase price by cashier’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. It being understood that any Units or Rollover Securities to be repurchased hereunder shall be purchased from Executive and/or from other members of the Executive Group at the Company’s option and if the Company first elects to purchase any Units or Rollover Securities from one member of the Executive Group who fails to honor suchsuch Person’s obligations hereunder, then the Company may elect to purchase Units or Rollover Securities from any one or more other members of the Executive Group so that it can repurchase the entire amount of securities it desires to repurchase. (c) In the event of a purchase by the Company pursuant to Section 5.1, (i) the purchase price for each Class B Unit and Class C Unit purchased by the Company shall be (x) in the case of a termination other than for Cause, the Fair Market Value of such Class B Unit and Class C Unit as of the date of termination of Executive’s employment by the Company or any of its Subsidiaries and (y) in the case of a termination for Cause or if the Executive engages in Competitive Activity following the termination of his employment, the lesser of (A) the Executive’s cost for such Unit and (B) the Fair Market Value of such Unit as of the date of termination of the Executive’s employment by the Company or any of its Subsidiaries or the Activity Date, as applicable, and (ii) the purchase price for any Rollover Security shall be the lesser of (A) the Executive’s cost for such Rollover Security and (B) the Fair Market Value of such Rollover Security as of the Activity Date.

Call Options. (a) If the Executive’s employment by with the Company or any of and its Subsidiaries subsidiaries terminates for any reasonof the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in “Competitive Activity” (as defined in Section 6.1 of this Agreement), the Company shall have the right and option to purchase in its sole discretionfor a period of eight months following the Termination Date, and, to the extent the Company exercises such right, and each member of the Executive and the Executive’s Permitted Transferees (hereinafter referred to as the “Executive Group”) Group shall be required to sell to the Company (i) Company, any or all of the Class B such Puttable Units then held by such member of the Executive Group (it being understood that have vested in accordance with Section 4if Puttable Units of any class subject to repurchase hereunder may be repurchased at different prices, and any or all of Class C Units then held by such member the Company may elect to repurchase only the portion of the Executive Group that have satisfied Puttable Units of such class subject to repurchase hereunder at the Time Condition in accordance with Section 4 and (ii) in the event that following such termination of Executive’s employment with the Company or any of its Subsidiaries the Executive engages in Competitive Activitylower price), any or all of the Rollover Securities then held by such member of the Executive Group, in each case at a price per Unit unit equal to the applicable purchase price determined pursuant to Section 5.1(c4.2(c): (i) if the Executive’s employment with the Company and its subsidiaries is terminated due to the Disability, death or Retirement of the Executive; (ii) if the Executive’s employment with the Company and its subsidiaries is terminated by the Company and its subsidiaries without Cause or by the Executive for Good Reason; (iii) if the Executive’s employment with the Company and its subsidiaries is terminated (A) by the Company or any of its subsidiaries for Cause or (B) by the Executive for any other reason not set forth in Section 4.2(a)(i) or Section 4.2(a)(ii). . (b) If the Company desires to exercise one of its options to purchase Class B Units, Class C Puttable Units or Rollover Securities pursuant to this Section 5.14.2, the Company shall, not later than eight months after the six month anniversary of (i) the date of termination of Executive’s employment by the Company or any of its Subsidiaries or (ii) the Activity Date (in the event that following a termination of the Executive’s employment by the Company or any of its Subsidiaries, the Executive engages in Competitive Activity)Termination Date, send written notice to each member of the Executive Group of its intention to purchase all or a portion of such Class B Puttable Units, Class C Units and Rollover Securities, specifying the number of Class B Units, Class C Puttable Units and Rollover Securities to be purchased (the “Call Notice” and the date that such Call Notice is given, the “Call Notice Date”). Subject to the provisions of Section 65, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later of than the 30th day after the giving Call Notice Date. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of Puttable Units, in the case of a termination of employment described in Section 4.2(a)(iii)(A) or if Executive engages in a “Competitive Activity” (as defined in Section 6.1 of this Agreement), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Call Notice Date) and (B) Cost; and (ii) with respect to a purchase of Puttable Units, if applicablein the case of a termination of employment described in Section 4.2(a)(i), the date that is 10 business days after the final determination of 4.2(a)(ii) or 4.2(a)(iii)(B), a price per Unit equal to Fair Market Value. Subject Value (measured as of the Call Notice Date); provided that in any case the Board shall have the right, in its sole discretion, to the provisions of Section 6increase any purchase price set forth above. (d) The Company’s right to purchase Units (other than Vested Units) set forth in this Agreement are in addition to, and not in lieu of, any call rights or other rights to repurchase Units set forth in any other prior Management Unit Subscription Agreement to which the Executive shall, and, to the extent securities held by other members of the Executive Group are being repurchased, shall cause such member(s) of the Executive Group to, deliver to and the Company duly executed instruments transferring title to the applicable Class B Units, Class C Units and Rollover Securities to the Company, against payment of the appropriate purchase price by cashier’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. It being understood that any Units or Rollover Securities to be repurchased hereunder shall be purchased from Executive and/or from other members of the Executive Group at the Company’s option and if the Company first elects to purchase any Units or Rollover Securities from one member of the Executive Group who fails to honor suchare a party.

Call Options. (a) If the Executive’s employment by with the Company or any of and its Subsidiaries subsidiaries terminates for any reasonof the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, [if the number of Puttable Units sold to the Company pursuant to the Executive Group’s exercise of the put option pursuant to Section 4.1 is less than the number of Puttable Units held by the Executive Group]7 or if the Executive engages in “Competitive Activity” (as defined in Section 6.1 of this Agreement), the Company shall have the right and option to purchase in its sole discretionfor a period of eight months following the Termination Date8, and, to the extent the Company exercises such right, and each member of the Executive and the Executive’s Permitted Transferees (hereinafter referred to as the “Executive Group”) Group shall be required to sell to the Company (i) Company, any or all of the Class B such Puttable Units then held by such member of the Executive Group (it being understood that have vested in accordance with Section 4if Puttable Units of any class subject to repurchase hereunder may be repurchased at different prices, and any or all of Class C Units then held by such member the Company may elect to repurchase only the portion of the Executive Group that have satisfied Puttable Units of such class subject to repurchase hereunder at the Time Condition in accordance with Section 4 and (ii) in the event that following such termination of Executive’s employment with the Company or any of its Subsidiaries the Executive engages in Competitive Activitylower price), any or all of the Rollover Securities then held by such member of the Executive Group, in each case at a price per Unit unit equal to the applicable purchase price determined pursuant to Section 5.1(c4.2(c): (i) if the Executive’s employment with the Company and its subsidiaries is terminated due to the Disability, death or Retirement of the Executive; (ii) if the Executive’s employment with the Company and its subsidiaries is terminated by the Company and its subsidiaries without Cause or by the Executive for Good Reason; (iii) if the Executive’s employment with the Company and its subsidiaries is terminated (A) by the Company or any of its subsidiaries for Cause or (B) by the Executive for any other reason not set forth in Section 4.2(a)(i) or Section 4.2(a)(ii). . (b) If the Company desires to exercise one of its options to purchase Class B Units, Class C Puttable Units or Rollover Securities pursuant to this Section 5.14.2, the Company shall, not later than eight months after the six month anniversary of (i) the date of termination of Executive’s employment by the Company or any of its Subsidiaries or (ii) the Activity Date (in the event that following a termination of the Executive’s employment by the Company or any of its Subsidiaries, the Executive engages in Competitive Activity)Termination Date, send written notice to each member of the Executive Group of its intention to purchase all or a portion of such Class B Puttable Units, Class C Units and Rollover Securities, specifying the number of Class B Units, Class C Puttable Units and Rollover Securities to be purchased (the “Call Notice” and the date that such Call Notice is given, the “Call Notice Date”). Subject to the provisions of Section 65, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later of than the 30th day after the giving Call Notice Date. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of Puttable Units, in the case of a termination of employment described in Section 4.2(a)(iii)(A) or if Executive engages in a “Competitive Activity” (as defined in Section 6.1 of this Agreement), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Call Notice Date) and (B) Cost; and (ii) with respect to a purchase of Puttable Units, if applicablein the case of a termination of employment described in Section 4.2(a)(i), the date that is 10 business days after the final determination of 4.2(a)(ii) or 4.2(a)(iii)(B), a price per Unit equal to Fair Market ValueValue (measured as of the Call Notice Date); 7 NTD: Include for top-level executives only. Subject 8 NTD: Note that time period for exercising call right is tied to the provisions of Section 6Termination Date and not the Activity Date. provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above. (d) The Company’s right to purchase Units (other than Vested Units) set forth in this Agreement are in addition to, and not in lieu of, any call rights or other rights to repurchase Units set forth in any other prior Management Unit Subscription Agreement to which the Executive shall, and, to the extent securities held by other members of the Executive Group are being repurchased, shall cause such member(s) of the Executive Group to, deliver to and the Company duly executed instruments transferring title to the applicable Class B Units, Class C Units and Rollover Securities to the Company, against payment of the appropriate purchase price by cashier’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. It being understood that any Units or Rollover Securities to be repurchased hereunder shall be purchased from Executive and/or from other members of the Executive Group at the Company’s option and if the Company first elects to purchase any Units or Rollover Securities from one member of the Executive Group who fails to honor suchare a party.

Call Options. (a) If In the Executive’s circumstances and upon the terms ------------ set forth below, upon the termination of the employment by the Company and its subsidiaries of any individual who is a Member, and who was an employee when he or any of its Subsidiaries terminates for any reasonshe first became a Member, the Company shall have the right and option to purchase in its sole discretion, and, all or any portion of the Units of such Member or any transferee of such Member pursuant to the extent the Company exercises such right, the Executive and the Executive’s Permitted Transferees (hereinafter referred to as the “Executive Group”Section 5.04(b) shall be required to sell to the Company or Section 5.06. (i) If such termination is the result of (A) the death or disability of such Member or (B) termination of such Member's employment by the Company without Cause then, in either such event, the Company may purchase all or any or all portion of the Class B Units then held by such member Member at a price equal to the fair market value of the Executive Group that have vested in accordance with Section 4, and any or all of Class C Units then held by such member of the Executive Group that have satisfied the Time Condition in accordance with Section 4 and Units. (ii) in the event that following such termination of Executive’s employment with In each case Units are purchased pursuant to clause (a) (i) above, the Company or any of its Subsidiaries the Executive engages will pay for such Units in Competitive Activity, any or all of the Rollover Securities then held by such member of the Executive Group, in each case at a price per Unit equal to the applicable purchase price determined pursuant to Section 5.1(c). cash. (b) If the Company desires to exercise one of its options to purchase Class B Units, Class C Units or Rollover Securities pursuant to this Section 5.1, the Company shall, not later than the six month anniversary of (i) the date of such termination of Executive’s employment is by the Company or any of its Subsidiaries subsidiaries for Cause or (ii) the Activity Date (in the event that following a termination of the Executive’s employment by the Member, then the Company or any of its Subsidiaries, the Executive engages in Competitive Activity), send written notice to the Executive of its intention to may purchase all or a any portion of the Units of such Class B Member at a price equal to the fair market value of such Units, Class C Units . (c) Any right described in this Section 5.08 may be exercised by delivery of written notice thereof (the "Option Notice") within 90 days of the effectiveness of such right (the "Option Purchase Period"). Any such right not duly exercised within the applicable Option Purchase Period shall thereafter terminate. The Option Notice shall state that the Company has elected to exercise such right and Rollover Securities, specifying the number of Class B Unitsthe Units with respect to which the right is being exercised. The Company may assign its purchase rights (in whole or in part) under this Section 5.08 to any third party, Class C Units and Rollover Securities to be purchased (the “Call Notice”). Subject who shall to the provisions of Section 6, the closing extent of the purchase shall take place at the principal office assignment perform all obligations of the Company on the later of the 30th day after the giving of the Call Notice and, if applicable, the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of under this Section 6, the Executive shall, and, to the extent securities held by other members of the Executive Group are being repurchased, shall cause such member(s) of the Executive Group to, deliver to the Company duly executed instruments transferring title to the applicable Class B Units, Class C Units and Rollover Securities to the Company, against payment of the appropriate purchase price by cashier’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. It being understood that any Units or Rollover Securities to be repurchased hereunder shall be purchased from Executive and/or from other members of the Executive Group at the Company’s option and if the Company first elects to purchase any Units or Rollover Securities from one member of the Executive Group who fails to honor such5.

Call Options. (a) If the Executive’s employment by with the Company or any of and its Subsidiaries subsidiaries terminates for any reasonof the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in “Competitive Activity” (as defined in Section 6.1 of this Agreement), the Company shall have the right and option to purchase in its sole discretionfor a period of seven months following the Termination Date, and, to the extent the Company exercises such right, and each member of the Executive and the Executive’s Permitted Transferees (hereinafter referred to as the “Executive Group”) Group shall be required to sell to the Company (i) Company, any or all of the Class B such Units then held by such member of the Executive Group (it being understood that have vested in accordance with Section 4if Units of any class subject to repurchase hereunder may be repurchased at different prices, and any or all of Class C Units then held by such member the Company may elect to repurchase only the portion of the Executive Group that have satisfied Units of such class subject to repurchase hereunder at the Time Condition in accordance with Section 4 and (ii) in the event that following such termination of Executive’s employment with the Company or any of its Subsidiaries the Executive engages in Competitive Activitylower price), any or all of the Rollover Securities then held by such member of the Executive Group, in each case at a price per Unit unit equal to the applicable purchase price determined pursuant to Section 5.1(c4.2(c): (i) if the Executive’s employment with the Company and its subsidiaries is terminated due to the Disability, death or Retirement of the Executive; (ii) if the Executive’s employment with the Company and its subsidiaries is terminated by the Company and its subsidiaries without Cause or by the Executive for Good Reason; (iii) if the Executive’s employment with the Company and its subsidiaries is terminated (A) by the Company or any of its subsidiaries for Cause or (B) by the Executive for any other reason not set forth in Section 4.2(a)(i) or Section 4.2(a)(ii). . (b) If the Company desires to exercise one of its options to purchase Class B Units, Class C Units or Rollover Securities pursuant to this Section 5.14.2, the Company shall, not later than seven months after the six month anniversary of (i) the date of termination of Executive’s employment by the Company or any of its Subsidiaries or (ii) the Activity Date (in the event that following a termination of the Executive’s employment by the Company or any of its Subsidiaries, the Executive engages in Competitive Activity)Termination Date, send written notice to each member of the Executive Group of its intention to purchase all or a portion of such Class B Units, Class C Units and Rollover Securities, specifying the number of Class B Units, Class C Units and Rollover Securities to be purchased (the “Call Notice” and the date that such Call Notice is given, the “Call Notice Date”). Subject to the provisions of Section 65, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later of than the 30th day after the giving the Call Notice Date. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be: (i) with respect to a purchase of all Units, in the case of a termination of employment described in Section 4.2(a)(iii)(A) or if Executive engages in a “Competitive Activity” (as defined in Section 6.1 of this Agreement), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Call Notice and, if applicable, the date that is 10 business days after the final determination Date) and (B) Cost; (ii) with respect to a purchase of Fair Market Value. Subject to the provisions of Section 6, the Executive shall, and, to the extent securities held by other members of the Executive Group are being repurchased, shall cause such member(s) of the Executive Group to, deliver to the Company duly executed instruments transferring title to the applicable Class B Units, in the case of a termination of employment described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Call Notice Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Call Notice Date) and (B) Cost; (iii) with respect to a purchase of Class B Units, in the case of a termination of employment described in Section 4.2(a)(iii)(B), with respect to the number of Units being purchased which is the product of (x) the total number of units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Call Notice Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Call Notice Date) and (B) Cost; (iv) with respect to a purchase of Class C Units and Rollover Securities or Class D Units, in the case of a termination of employment prior to [ ]1 described in Section 4.2(a)(iii)(B), a price per Unit equal to the Company, against payment lesser of (A) Fair Market Value (measured as of the appropriate Call Notice Date) and (B) Cost; and 1 Three years after the applicable Vesting Measurement Date. (v) with respect to a purchase of Class C Units or Class D Units, in the case of a termination of employment described in Section 4.2(a)(i) or Section 4.2(a)(ii) or a termination of employment on or after [ ]2 described in Section 4.2(a)(iii)(B), a price per Unit equal to Fair Market Value (measured as of the Call Notice Date); provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price by cashier’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. It being understood that any Units or Rollover Securities to be repurchased hereunder shall be purchased from Executive and/or from other members of the Executive Group at the Company’s option and if the Company first elects to purchase any Units or Rollover Securities from one member of the Executive Group who fails to honor suchset forth above.”

Call Options. (a) If Director's service as a member of the Executive’s employment by the Company or any of its Subsidiaries Board terminates for any reasonof the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, the Company shall have the right and option to purchase in its sole discretionfor a period of 90 days following the Termination Date, and, to the extent the Company exercises such right, the Executive and the Executive’s Permitted Transferees (hereinafter referred to as the “Executive Group”) each member of Director Group shall be required to sell to the Company (i) Company, any or all of the Class B such Units then held by such member of Director Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Executive Group that have vested in accordance with Section 4, and any or all of Class C Units then held by such member Company may elect to repurchase only the portion of the Executive Group that have satisfied Units of such class subject to repurchase hereunder at the Time Condition in accordance with Section 4 and (ii) in the event that following such termination of Executive’s employment with the Company or any of its Subsidiaries the Executive engages in Competitive Activitylower price), any or all of the Rollover Securities then held by such member of the Executive Group, in each case at a price per Unit unit equal to the applicable purchase price determined pursuant to Section 5.1(c). 4.2(c): (i) if Director's service as a member of the Board is terminated due to the Disability or death of Director; (ii) if Director's service as a member of the Board is terminated by the Company and its subsidiaries without Cause or by Director for any reason when none of the circumstances set forth in clauses (i) and (iii) apply; (iii) if Director's service as a member of the Board is terminated by the Company or any of its subsidiaries for Cause. (b) If the Company desires to exercise one of its options to purchase Class B Units, Class C Units or Rollover Securities pursuant to this Section 5.14.2, the Company shall, not later than 90 days after the six month anniversary of (i) the date of termination of Executive’s employment by the Company or any of its Subsidiaries or (ii) the Activity Date (in the event that following a termination of the Executive’s employment by the Company or any of its Subsidiaries, the Executive engages in Competitive Activity)Termination Date, send written notice to the Executive each member of Director Group of its intention to purchase all or a portion of such Class B Units, Class C Units and Rollover Securities, specifying the number of Class B Units, Class C Units and Rollover Securities to be purchased (the “"Call Notice”"). Subject to the provisions of Section 65, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later of than the 30th day after the giving of the later of the Call Notice and, if applicableNotice. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the date that is 10 business days after the final determination purchase price shall be: (i) with respect to a purchase of Fair Market Value. Subject to the provisions of Section 6, the Executive shall, and, to the extent securities held by other members of the Executive Group are being repurchased, shall cause such member(s) of the Executive Group to, deliver to the Company duly executed instruments transferring title to the applicable Class B all Units, Class C Units and Rollover Securities to in the Company, against payment case of the appropriate purchase price by cashier’s or certified check payable to the Executive or by wire transfer a termination of immediately available funds to an account designated by the Executive. It being understood that any Units or Rollover Securities to be repurchased hereunder shall be purchased from Executive and/or from other members of the Executive Group at the Company’s option and if the Company first elects to purchase any Units or Rollover Securities from one Director's service as a member of the Executive Group who fails Board described in Section 4.2(a)(iii), a price per Unit equal to honor suchthe lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (ii) with respect to a purchase of Preferred Units or Class A Units, in the case of a termination of Director's service as a member of the Board described in Sections 4.2(a)(i) or Section 4.2(a)(ii), a price per Unit equal to Fair Market Value (measured as of the Termination Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of Director's service as a member of the Board described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above.

Call Options. (a) If the ExecutiveDirector’s employment by service as a member of the Company or any of its Subsidiaries Board terminates for any reasonof the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, the Company shall have the right and option to purchase in its sole discretionfor a period of 90 days following the Termination Date, and, to and each member of the extent the Company exercises such right, the Executive and the Executive’s Permitted Transferees (hereinafter referred to as the “Executive Group”) Director Group shall be required to sell to the Company (i) Company, any or all of the Class B such Units then held by such member of the Executive Director Group (it being understood that have vested in accordance with Section 4if Units of any class subject to repurchase hereunder may be repurchased at different prices, and any or all of Class C Units then held by such member the Company may elect to repurchase only the portion of the Executive Group that have satisfied Units of such class subject to repurchase hereunder at the Time Condition in accordance with Section 4 and (ii) in the event that following such termination of Executive’s employment with the Company or any of its Subsidiaries the Executive engages in Competitive Activitylower price), any or all of the Rollover Securities then held by such member of the Executive Group, in each case at a price per Unit unit equal to the applicable purchase price determined pursuant to Section 5.1(c). 4.2(c): (i) if the Director’s service as a member of the Board is terminated due to the Disability or death of the Director; (ii) if the Director’s service as a member of the Board is terminated by the Company and its subsidiaries without Cause or by the Director for any reason when none of the circumstances set forth in clauses (i) and (iii) apply; (iii) if the Director’s service as a member of the Board is terminated by the Company or any of its subsidiaries for Cause. (b) If the Company desires to exercise one of its options to purchase Class B Units, Class C Units or Rollover Securities pursuant to this Section 5.14.2, the Company shall, not later than 90 days after the six month anniversary of (i) the date of termination of Executive’s employment by the Company or any of its Subsidiaries or (ii) the Activity Date (in the event that following a termination of the Executive’s employment by the Company or any of its Subsidiaries, the Executive engages in Competitive Activity)Termination Date, send written notice to each member of the Executive Director Group of its intention to purchase all or a portion of such Class B Units, Class C Units and Rollover Securities, specifying the number of Class B Units, Class C Units and Rollover Securities to be purchased (the “Call Notice”). Subject to the provisions of Section 65, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later of than the 30th day after the giving of the later of the Call Notice and, if applicableNotice. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the date that is 10 business days after purchase price shall be: (i) with respect to a purchase of all Units, in the final determination case of Fair Market Value. Subject to the provisions of Section 6, the Executive shall, and, to the extent securities held by other members a termination of the Executive Group are being repurchased, shall cause such member(s) of the Executive Group to, deliver to the Company duly executed instruments transferring title to the applicable Class B Units, Class C Units and Rollover Securities to the Company, against payment of the appropriate purchase price by cashierDirector’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. It being understood that any Units or Rollover Securities to be repurchased hereunder shall be purchased from Executive and/or from other members of the Executive Group at the Company’s option and if the Company first elects to purchase any Units or Rollover Securities from one service as a member of the Executive Group who fails Board described in Section 4.2(a)(iii), a price per Unit equal to honor suchthe lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (ii) with respect to a purchase of Preferred Units or Class A Units, in the case of a termination of the Director’s service as a member of the Board described in Sections 4.2(a)(i) or Section 4.2(a)(ii), a price per Unit equal to Fair Market Value (measured as of the Termination Date); and (iii) with respect to a purchase of Class E Units, in the case of a termination of the Director’s service as a member of the Board described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above.

Call Options. (a) If the Executive’s employment by with the Company or any of and its Subsidiaries subsidiaries terminates for any reasonof the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in “Competitive Activity” (as defined in Section 6.1 of this Agreement), the Company shall have the right and option to purchase in its sole discretionfor a period of 90 days following the Termination Date, and, to the extent the Company exercises such right, and each member of the Executive and the Executive’s Permitted Transferees (hereinafter referred to as the “Executive Group”) Group shall be required to sell to the Company (i) Company, any or all of the Class B such Units then held by such member of the Executive Group (it being understood that have vested in accordance with Section 4if Units of any class subject to repurchase hereunder may be repurchased at different prices, and any or all of Class C Units then held by such member the Company may elect to repurchase only the portion of the Executive Group that have satisfied Units of such class subject to repurchase hereunder at the Time Condition in accordance with Section 4 and (ii) in the event that following such termination of Executive’s employment with the Company or any of its Subsidiaries the Executive engages in Competitive Activitylower price), any or all of the Rollover Securities then held by such member of the Executive Group, in each case at a price per Unit unit equal to the applicable purchase price determined pursuant to Section 5.1(c4.2(c): (i) if the Executive’s employment with the Company and its subsidiaries is terminated due to the Disability, death or Retirement of the Executive; (ii) if the Executive’s employment with the Company and its subsidiaries is terminated by the Company and its subsidiaries without Cause or by the Executive for Good Reason; (iii) if the Executive’s employment with the Company and its subsidiaries is terminated (A) by the Company or any of its subsidiaries for Cause or (B) by the Executive for any other reason not set forth in Section 4.2(a)(i) or Section 4.2(a)(ii). . (b) If the Company desires to exercise one of its options to purchase Class B Units, Class C Units or Rollover Securities pursuant to this Section 5.14.2, the Company shall, not later than 90 days after the six month anniversary of (i) the date of termination of Executive’s employment by the Company or any of its Subsidiaries or (ii) the Activity Date (in the event that following a termination of the Executive’s employment by the Company or any of its Subsidiaries, the Executive engages in Competitive Activity)Termination Date, send written notice to each member of the Executive Group of its intention to purchase all or a portion of such Class B Units, Class C Units and Rollover Securities, specifying the number of Class B Units, Class C Units and Rollover Securities to be purchased (the “Call Notice”). Subject to the provisions of Section 65, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later of than the 30th day after the giving of the later of the Call Notice and, if applicableNotice. (c) In the event of a purchase by the Company pursuant to Section 4.2(a), the date that is 10 business days after purchase price shall be: (i) with respect to a purchase of all Units, in the final determination case of a termination of employment described in Section 4.2(a)(iii)(A) or if Executive engages in a “Competitive Activity” (as defined in Section 6.1 of this Agreement), a price per Unit equal to the lesser of (A) Fair Market Value. Subject to the provisions of Section 6, the Executive shall, and, to the extent securities held by other members Value (measured as of the Executive Group are being repurchased, shall cause such member(sTermination Date) and (B) Cost; (ii) with respect to a purchase of the Executive Group to, deliver to the Company duly executed instruments transferring title to the applicable Class B Units, in the case of a termination of employment described in Section 4.2(a)(i) or Section 4.2(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (iii) with respect to a purchase of Class B Units, in the case of a termination of employment described in Section 4.2(a)(iii)(B), with respect to the number of Units being purchased which is the product of (x) the total number of units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the Termination Date), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being sold shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost; (iv) with respect to a purchase of Class C Units and Rollover Securities or Class D Units, in the case of a termination of employment prior to described in Section 4.2(a)(iii)(B), a price per Unit equal to the Company, against payment lesser of (A) Fair Market Value (measured as of the appropriate Termination Date) and (B) Cost; and (v) with respect to a purchase of Class C Units or Class D Units, in the case of a termination of employment described in Section 4.2(a)(i) or Section 4.2(a)(ii) or a termination of employment on or after June 29, 2009(4) described in Section 4.2(a)(iii)(B), a price per Unit equal to Fair Market Value (measured as of the Termination Date without giving effect to any performance targets set forth in the LLC Agreement of the Company which may have been achieved after the Termination Date); provided that in any case the Board shall have the right, in its sole discretion, to increase any purchase price by cashier’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. It being understood that any Units or Rollover Securities to be repurchased hereunder shall be purchased from Executive and/or from other members of the Executive Group at the Company’s option and if the Company first elects to purchase any Units or Rollover Securities from one member of the Executive Group who fails to honor suchset forth above.