Common use of Grant of Put Option Clause in Contracts

Grant of Put Option. The Executive shall have the option (the “Put Option”), exercisable at any time on the later of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) Executive having attained the age of fifty-five (55) (or in the event of death of Executive, that date which Executive would have attained the age of 55), but only for a period of six (6) months following the event giving rise thereto (the “Put Period”), to sell all (but not less than all) of the Membership Interest then held by the Executive (or his or her heirs or beneficiaries under Section 16.3.2) to the RTI Member, subject to the terms and conditions set forth in this Section 19. If the Executive desires to exercise the Put Option, it shall deliver to the RTI Member a notice (the “Put Notice”) of such intention at any time during the Put Period. If the Put Notice is given, then the RTI Member shall be obligated to purchase, and the Executive or his heirs or beneficiaries shall be obligated to sell, free and clear of all Liens, the Executive’s Membership Interest at a closing (the “Put Closing”) held on that date which is 120 days after the date of the Put Notice, or such earlier date as shall be mutually agreed upon (the “Put Closing Date”) for a purchase price calculated as set forth in Section 19.2. The Put Option shall not be exercisable by the Executive at a time that there is existing an event or condition which would constitute “Cause” under this Agreement and shall not be exercisable by any party to whom Executive has transferred any portion of Executive’s Membership Interest under Section 16.3.1 of this Agreement.