Common use of Company Call Option Clause in Contracts

Company Call Option. (a) Upon the termination of the Participant’s employment with the Company for any reason (including if the Participant dies while an employee of the Company) prior to the effective date of an IPO (a “Call Purchase Event”), subject to the provisions of this Section 6, the Company may, at its sole option exercisable by written notice (a “Purchase Notice”) delivered to the Participant (or in the case of a deceased Participant, the Participant’s personal representative) within ninety (90) days after the applicable Call Purchase Event (or, in the event the applicable Call Purchase Event is the death of the Participant, within thirty (30) days after the appointment and qualification of the deceased Participant’s personal representative, if later), elect to purchase and, upon the giving of such notice, the Company shall be obligated to purchase, and the Participant (and the Related Transferees, if any, of the Participant or, in the case of a deceased Participant, the Participant’s personal representative) (the Participant or the Participant’s personal representative and each Related Transferee being referred to herein as a “Seller”) shall be obligated to sell, all, or any lesser portion indicated in the Purchase Notice, of the Applicable Shares held by the Sellers at a per share price equal to: (i) if the Participant’s employment is terminated by the Company for Cause or the Participant resigns as an employee of the Company, the lesser of (x) the Fair Market Value of the Applicable Shares as of the Grant Date or (y) the Fair Market Value of the Applicable Shares as of the date of the Call Purchase Event; or (ii) if the Participant’s employment is terminated by the Company without Cause, or due to the Participant death or Disability while an employee of the Company, the Fair Market Value of the Applicable Shares as of the date of the Call Purchase Event. (b) If the Company does not elect to exercise its option set forth in Section 6(a) above, the Company shall give written notice that it is not so electing to each Fortress Entity owning Common Stock within the time periods specified in Section 6(a) for the giving of the Purchase Notice. Upon receipt of such notice from the Company, each Fortress Entity owning Common Stock shall have the option, exercisable by written notice (a “Fortress Entity Purchase Notice”) delivered to the Sellers within fifteen (15) days after receipt of such notice from the Company, to purchase from the Sellers (and, upon the giving of the Fortress Entity Purchase Notice, such Fortress Entity shall be obligated to purchase and the Sellers shall be obligated to sell) all, or any lesser portion indicated in the Fortress Entity Purchase Notice, of the Applicable Shares held by the Sellers; provided, however, if oversubscribed by more than one such Fortress Entity providing a Fortress Entity Purchase Notice, each such Fortress Entity shall purchase a pro rata portion of such Applicable Shares held by Sellers determined by its pro rata portion of all shares of Common Stock owned by such subscribing Fortress Entities) at the per share price determined in accordance with paragraph (a) of this Section 6. (c) In the event a purchase of Applicable Shares pursuant to this Section 6 shall be prohibited by law or would cause a default under the terms of any indenture or loan agreement or other instrument to which the Company or any of its affiliates may be a party, the obligations of the Sellers and the Company pursuant to this Section 6 shall be suspended and no such default shall be caused; provided, however, that (x) the purchase price to be paid by the Company for the Applicable Shares shall accrue interest at the lowest rate necessary to prevent the imputation of interest or original issue discount under the Internal Revenue Code of 1986, as amended (the “Code”), reduced by any dividends or distributions received by the Participant (but not to an amount less than zero) on such Applicable Shares during the period of such suspension, which interest shall likewise be paid when such prohibition first lapses or is waived and no such default would be caused and (y) in the event of any such suspension, if one or more Fortress Entities so elect and no violation of law would be caused and no default under the terms of any indenture or loan agreement or other instrument to which the Company or any of its affiliates may be a party would result, the Company shall transfer its obligations under this Section 6 to such Fortress Entities, in which case such Fortress Entities and the Sellers shall be obligated to complete the purchase of Applicable Shares pursuant to this Section 6. (d) Notwithstanding anything set forth in this Section 6 to the contrary, neither the Company nor a Fortress Entity shall exercise the option referenced in this Section 6 with respect to any Applicable Shares delivered in respect of RSUs that have vested within the six (6) months immediately preceding the date that the applicable Purchase Notice or Fortress Entity Purchase Notice is sent as provided in this Section 6, and in the event that any RSUs have vested within the six (6) months immediately preceding the date that would otherwise be the final day that the Company or the Fortress Entities may exercise the right to purchase the related Applicable Shares pursuant to this Section 6, then such final day shall become the date that is ten (10) business days following the expiration of such six (6) month period.

Company Call Option. Any Common Stock purchased by the Participant through the exercise of the Option (athe “Option Shares”) Upon shall be subject to the Company’s Call Option as follows: (i) Other than as set forth in the second sentence of Section 3(f)(vii), upon and following the termination of the Participant’s employment with the Company for any reason (including if or no reason), the Participant dies while an employee of Company shall have the Company) prior to right and option (the effective date of an IPO (a “Call Purchase EventOption”), subject but not the obligation, to the provisions of this Section 6, the Company may, at its sole option exercisable by written notice (a “Purchase Notice”) delivered to purchase from the Participant (or his estate or permitted transferees) any or all of the Option Shares (whether purchased pursuant to the exercise of the Option prior to, on or following such termination of employment). The purchase price (the “Call Price”) of the Option Shares subject to purchase under this provision (the “Called Shares”) shall be (x) in the case of (A) a deceased Participant, the Participant’s personal representative) within ninety (90) days after the applicable Call Purchase Event (or, in the event the applicable Call Purchase Event is the death termination of the Participant, within thirty (30) days after the appointment and qualification of the deceased Participant’s personal representative, if later), elect to purchase and, upon the giving of such notice, the Company shall be obligated to purchase, and the Participant (and the Related Transferees, if any, of the Participant or, in the case of a deceased Participant, the Participant’s personal representative) (the Participant or the Participant’s personal representative and each Related Transferee being referred to herein as a “Seller”) shall be obligated to sell, all, or any lesser portion indicated in the Purchase Notice, of the Applicable Shares held by the Sellers at a per share price equal to: (i) if the Participant’s employment is terminated by the Company for Cause or (B) the Participant resigns as an employee termination of the CompanyParticipant’s employment for any reason (other than the Participant’s death) within one year following the Date of Grant, the lesser lower of (x) the purchase price of such Called Shares or the Fair Market Value of the Applicable such Called Shares as of the Grant Date or (y) the Fair Market Value of the Applicable Shares as of on the date of the applicable “Call Purchase Event; or Notice” (iias defined below) if and (y) in the Participant’s employment is terminated by the Company without Cause, or due to the Participant death or Disability while an employee case of the Companyany other termination of employment, the Fair Market Value of the Applicable such Called Shares as of on the date of the applicable Call Purchase EventNotice. (bii) The Company may exercise the Call Option by delivering or mailing to the Participant (or to his estate, if applicable), in accordance with Section 6(a) of this Agreement, written notice of exercise (a “Call Notice”). The Call Notice shall specify the date thereof, the number of Called Shares and the Call Price. (iii) Within ten (10) days after his receipt of the Call Notice, the Participant (or his estate) shall tender to the Company, at its principal office the certificate or certificates representing the Called Shares, duly endorsed in blank by the Participant (or his estate) or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the Company. Upon its receipt of such shares, the Company shall pay to the Participant the aggregate Call Price therefor, in cash. (iv) The Company will be entitled to receive customary representations and warranties from the Participant regarding the sale of the Called Shares pursuant to the exercise of the Call Option as may reasonably requested by the Company, including but not limited to the representation that the Participant has good and marketable title to the Called Shares to be transferred free and clear of all liens, claims and other encumbrances. (v) If the Company does not elect delivers a Call Notice, then from and after the time of delivery of the Call Notice, the Participant shall no longer have any rights as a holder of the Called Shares subject thereto (other than the right to exercise its option set forth receive payment of the Call Price as described above), and such Called Shares shall be deemed purchased in Section 6(a) above, accordance with the applicable provisions hereof and the Company shall give written notice that it is not so electing be deemed to each Fortress Entity owning Common Stock within be the time periods specified in Section 6(a) for the giving of the Purchase Notice. Upon receipt owner and holder of such notice from the Company, each Fortress Entity owning Common Stock shall have the option, exercisable by written notice (a “Fortress Entity Purchase Notice”) delivered to the Sellers within fifteen (15) days after receipt of such notice from the Company, to purchase from the Sellers (and, upon the giving of the Fortress Entity Purchase Notice, such Fortress Entity shall be obligated to purchase and the Sellers shall be obligated to sell) all, or any lesser portion indicated in the Fortress Entity Purchase Notice, of the Applicable Shares held by the Sellers; provided, however, if oversubscribed by more than one such Fortress Entity providing a Fortress Entity Purchase Notice, each such Fortress Entity shall purchase a pro rata portion of such Applicable Shares held by Sellers determined by its pro rata portion of all shares of Common Stock owned by such subscribing Fortress Entities) at the per share price determined in accordance with paragraph (a) of this Section 6Called Shares. (cvi) In the event a purchase of Applicable Any Option Shares pursuant to this Section 6 shall be prohibited by law or would cause a default under the terms of any indenture or loan agreement or other instrument as to which the Company or Call Option is not exercised will remain subject to all terms and conditions of this Agreement, including the continuation of the Company’s right to exercise the Call Option. (vii) This Section 3(f) is in addition to, and not in lieu of, any of its affiliates may be a party, the rights and obligations of the Sellers Participant and the Company pursuant to in respect of the Option Shares contained in the Stockholders Agreement. Notwithstanding the above, this Section 6 3(f) shall be suspended ineffective as to each Option Share on and no such default shall be caused; providedfollowing an Initial Offering or any other event which causes the Common Stock, howeveror other securities for which all or substantially all of the Common Stock may have been exchanged, that (x) the purchase price to be paid by the Company or become listed for the Applicable Shares shall accrue interest at the lowest rate necessary to prevent the imputation of interest trading on or original issue discount under the Internal Revenue Code of 1986, as amended (the “Code”), reduced by any dividends over an established securities market or distributions received by the Participant (but not to an amount less than zero) on such Applicable Shares during the period of such suspension, which interest shall likewise be paid when such prohibition first lapses or is waived and no such default would be caused and (y) in the event of any such suspension, if one or more Fortress Entities so elect and no violation of law would be caused and no default under the terms of any indenture or loan agreement or other instrument to which the Company or any of its affiliates may be a party would result, the Company shall transfer its obligations under this Section 6 to such Fortress Entities, in which case such Fortress Entities and the Sellers shall be obligated to complete the purchase of Applicable Shares pursuant to this Section 6established trading system. (dviii) Notwithstanding anything set forth in this Section 6 the Plan to the contrary, neither the Company nor a Fortress Entity shall exercise the option referenced in solely for purposes of this Section 6 with respect to any Applicable Shares delivered in respect of RSUs 3(f), the term “Fair Market Value” shall have the meaning that have vested within the six (6) months immediately preceding the date that the applicable Purchase Notice or Fortress Entity Purchase Notice such term is sent as provided in this Section 6, and given in the event that any RSUs have vested within the six (6) months immediately preceding the date that would otherwise be the final day that the Company or the Fortress Entities may exercise the right to purchase the related Applicable Shares pursuant to this Section 6, then such final day shall become the date that is ten (10) business days following the expiration of such six (6) month periodStockholders Agreement.

Company Call Option. (a) Upon the termination The provisions of Section 5.1(b), (c), (d), (e), (f) of the Participant’s employment with Employment Agreement and the Company for any reason (including if the Participant dies while an employee of the Company) prior to the effective date of an IPO (a “Call Purchase Event”), subject to the provisions of this Section 6, the Company may, at its sole option exercisable by written notice (a “Purchase Notice”) delivered to the Participant (or defined terms contained in the case of a deceased Participant, the Participant’s personal representative) within ninety (90) days after the applicable Call Purchase Event (or, Employment Agreement that are used in the event the applicable Call Purchase Event is the death of the Participant, within thirty (30) days after the appointment and qualification of the deceased Participant’s personal representative, such provisions are incorporated herein by reference as if later), elect to purchase and, upon the giving of such notice, the Company shall be obligated to purchase, and the Participant (and the Related Transferees, if any, of the Participant or, provisions were set forth in the case of a deceased Participant, the Participant’s personal representative) (the Participant or the Participant’s personal representative and each Related Transferee being referred to herein as a “Seller”) shall be obligated to sell, all, or any lesser portion indicated in the Purchase Notice, of the Applicable Shares held by the Sellers at a per share price equal to: (i) if the Participant’s employment is terminated by the Company for Cause or the Participant resigns as an employee of the Company, the lesser of (x) the Fair Market Value of the Applicable Shares as of the Grant Date or (y) the Fair Market Value of the Applicable Shares as of the date of the Call Purchase Event; or (ii) if the Participant’s employment is terminated by the Company without Cause, or due to the Participant death or Disability while an employee of the Company, the Fair Market Value of the Applicable Shares as of the date of the Call Purchase Eventfull herein. (b) If the Company does not elect to exercise its option set forth in paragraph (a) of this Section 6(a) above4, the Company shall give written notice that it is not so electing to each Fortress Entity owning Common Stock GEI within the time periods specified set forth in paragraph (a) of this Section 6(a) 4 for the giving of the Purchase Noticenotice. Upon receipt of such notice from the Company, each Fortress Entity owning Common Stock GEI shall have the option, exercisable by written notice (a “Fortress Entity "GEI Purchase Notice”") delivered to the Sellers Management Investor (or, in the case of a deceased Management Investor, the Management Investor's personal representative) within fifteen the time periods set forth in paragraph (15a) days after receipt of such notice from this Section 4 for the Companygiving of notice, to purchase from the Sellers Management Investor (and the Related Transferees, if any, of the Management Investor or, in the case of a deceased or incapacitated Management Investor, his personal representative (the "Seller" ) (and, upon the giving of the Fortress Entity GEI Purchase Notice, such Fortress Entity GEI shall be obligated to purchase and the Sellers Seller shall be obligated to sell) all, or any lesser portion indicated in the Fortress Entity GEI Purchase Notice, of the Applicable Shares Common Stock held by the Sellers; provided, however, if oversubscribed by more than one such Fortress Entity providing a Fortress Entity Purchase Notice, each such Fortress Entity shall purchase a pro rata portion of such Applicable Shares held by Sellers determined by its pro rata portion of all shares of Common Stock owned by such subscribing Fortress Entities) Seller at the per share price determined set forth in accordance with paragraph (a) of this Section 64. (c) In the event a the Company has elected to purchase shares of Applicable Shares Common Stock pursuant to this Section 6 shall be 4 but, as of the proposed closing of such purchase, such purchase by the Company is prohibited by law or would cause a default under the terms of any indenture or loan agreement or other instrument to which the Company or any of its affiliates subsidiaries may be a party, the obligations of the Sellers Seller (with respect to the Company) and the Company pursuant to this Section 6 4 shall be suspended foregone forever and no such default shall would be caused; provided, however, that (x) the purchase price to be paid by the Company for the Applicable Shares shall accrue interest at the lowest rate necessary to prevent the imputation of interest or original issue discount under the Internal Revenue Code of 1986, as amended (the “Code”), reduced by any dividends or distributions received by the Participant (but not to an amount less than zero) on in such Applicable Shares during the period of such suspension, which interest shall likewise be paid when such prohibition first lapses or is waived and no such default would be caused and (y) in the event of any such suspensionevent, if one or more Fortress Entities GEI so elect elects and no violation of law would be caused and no default under the terms of any indenture or loan agreement or other instrument to which the Company or any of its affiliates subsidiaries may be a party would result, the Company shall transfer its obligations under this Section 6 4 to such Fortress EntitiesGEI or to a subsidiary, in which case such Fortress Entities GEI or the subsidiary (as the case may be) and the Sellers Management Investor (and the Related Transferees, if any, of the Management Investor) shall be obligated to complete the purchase of Applicable Shares shares of Common Stock pursuant to this Section 6. (d) Notwithstanding anything set forth in this Section 6 to the contrary, neither the Company nor a Fortress Entity shall exercise the option referenced in this Section 6 with respect to any Applicable Shares delivered in respect of RSUs that have vested within the six (6) months immediately preceding the date that the applicable Purchase Notice or Fortress Entity Purchase Notice is sent as provided in this Section 6, and in 4. In the event that any RSUs have vested within the six (6) months immediately preceding the date that would otherwise be the final day that pursuant to GEI's election the Company or the Fortress Entities may exercise the right has transferred its obligations under this Section 4 to GEI and a purchase the related Applicable Shares of shares of Common Stock by GEI pursuant to this Section 64 is prohibited by law or would cause a default under the terms of any indenture or loan agreement or other instrument to which GEI may be a party, then the obligations of GEI pursuant to this Section 4 shall be foregone forever and no such final day default shall become the date that is ten (10) business days following the expiration of such six (6) month periodbe caused.