Common use of Option Purchase Price Clause in Contracts

Option Purchase Price. Subject to Section 6.3 (a)(iv) --------------------- below, if the Management Investor shall be terminated by the Company without Cause or shall cease to be employed by the Company or its subsidiaries by reason of death, normal retirement at age 65 or more under the Company's or its subsidiaries' normal retirement policies, or disability, the "Option Purchase Price" for the Incentive Securities to be purchased from such Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option (such number of Incentive Shares being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or prior to the first anniversary of Adjusted Cost Price multiplied by the Purchase the Closing Date Number After the first anniversary of the Closing Adjusted Cost Price multiplied by 80% of the Date, and on or prior to the second Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 20% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of the Closing Date, and on or prior to the Purchase Number, plus Adjusted Net Earnings third anniversary of the Closing Date Cost Price multiplied by 40% of the Purchase Number After the third anniversary of the Closing Adjusted Cost Price multiplied by 40% of the Date, and on or prior to the fourth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of the Closing Date and on or prior to the fifth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 80% of the Purchase Number Notwithstanding anything to the contrary contained herein, (A) if the Management Investor shall cease to be employed by the Company or its subsidiaries for any reason other than those set forth in the first sentence of this Section 6.3 (a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all Incentive Securities to be purchased from the Management Investor (and his Permitted Transferees and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number; and (B) in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) the aggregate amount of any outstanding principal and accrued but unpaid interest due on any indebtedness of such Management Investor to the Company. As used herein:

Option Purchase Price. Subject to Section 6.3 (a)(iv6.3(a)(iii) --------------------- below, if the Management Investor shall be terminated by the Company with or without Cause or shall cease to be employed by the Company or its subsidiaries by reason of death, normal retirement at age 65 or more under the Company's or its subsidiaries' normal retirement policies, or disabilityresignation, the "Option Purchase Price" for the Incentive Securities Common Stock to be purchased from such Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option (such number of Incentive Shares shares of Common Stock being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Original Management Investors If the Termination Occurs: Option Purchase Price On or prior to July 29, 1995 Adjusted Cost Price multiplied by the Purchase Number After July 29, 1995 and on or Adjusted Cost Price multiplied by 80% prior to July 29, 1996 of the Purchase Number After July 29, 1996 and on or Adjusted Cost Price multiplied by 60% prior to July 29, 1997 of the Purchase Number After July 29, 1997 and on or Adjusted Cost Price multiplied by 40% prior to July 29, 1998 of the Purchase Number After July 29, 1998 and on or Adjusted Cost Price multiplied by 20% prior to July 29, 1999 of the Purchase Number New Management Investors If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or prior to the first anniversary of Adjusted Cost Price multiplied by the Purchase of the Closing Date Purchase Number After the first anniversary of the Closing Adjusted Cost Price multiplied by 80% of the Date, and on or prior to the second Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 20% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of the 66 Closing Date, and on or prior to the 2/3% of the Purchase Number, plus Adjusted Net Earnings third Number second anniversary of the Closing Date Adjusted Cost Price multiplied by 4033 After the second anniversary of the 1/3% of the Purchase Number After the third anniversary of the Closing Adjusted Cost Price multiplied by 40% of the Date, and on or prior to the fourth Purchase Number, plus Adjusted Net Earnings third anniversary of the Closing Date Cost Price multiplied by 60% of As used herein, "Closing Date" for each New Management Investor means the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of the Closing Date and date specified opposite such person's respective name on or prior to the fifth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 80% of the Purchase Number Schedule II hereto. Notwithstanding anything to the contrary contained herein, (A) if the Management Investor shall cease to be employed by the Company or its subsidiaries for any reason other than those set forth in the first sentence of this Section 6.3 (a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all Incentive Securities to be purchased from the Management Investor (and his Permitted Transferees and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number; and (B) in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) the aggregate amount of any the outstanding principal and accrued but unpaid interest due on any indebtedness Promissory Note of such Management Investor to the Company. As used herein:, "Adjusted Cost Price" for each share of Common Stock means the original purchase price per share for the Management Investor's Common Stock as set forth in Section 1.1 (including any shares of Common Stock which have been converted into other shares of capital stock of the Company, and adjusted for any stock dividend payable upon, or subdivision or combination of, the Common Stock);

Option Purchase Price. Subject to Section 6.3 (a)(iv7(c)(i)(D) --------------------- below, if the Management Investor shall be terminated by the Company without Cause or shall cease to be employed by the Company or its subsidiaries by reason of death, normal retirement at age 65 or more under the Company's or its subsidiaries' normal retirement policies, or disability, the "Option Purchase Price" for the Incentive Securities (i) Shares to be purchased from such a Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) Stockholder pursuant to the Purchase Option (such number of Incentive Shares being Shares, the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management InvestorStockholder and (ii) Options to be purchased from a Management Stockholder shall be equal to the Option Purchase Price applicable to the underlying shares of Common Stock (in accordance with (i) above) less the exercise price of such Options: If the Shares Were Acquired by the Management Stockholder Prior to the Closing Date and the Terminate Option Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- ------------------------------------------- ------------------- On or prior to the first second anniversary of Adjusted Cost Price multiplied by of the Purchase the initial Closing Date Number After the first anniversary of the Closing Adjusted Cost Price multiplied by 8066-2/3% of the Date, and on or prior to the second Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Book Value Price multiplied by 2033-1/3% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60Initial Closing Date, and on or prior 33-1/3% of the Purchase Number, plus to the third anniversary of the Adjusted Book Value Price multiplied Initial Closing Date by 66-2/3% of the Purchase Number If the Shares Were Acquired by the Management Stakeholder on or after the Closing Date and the Termination Option Date Occurs: Purchase Price ------------------------------------------- ------------------- On or prior to the first anniversary Adjusted Cost Price multiplied by of the closing Date 100% of the Purchase Number After the first anniversary of the Adjusted Cost Price multiplied by Closing Date, and on or prior to the 66-2/3% of the Purchase Number, plus Adjusted Net Earnings third second anniversary of the Closing Date Cost Adjusted Book Value Price multiplied Date by 4033-1/3% of the Purchase Number After the third anniversary of the Closing Adjusted Cost Price multiplied by 40% of the Date, and on or prior to the fourth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 60% of the Purchase Number After the fourth second anniversary of the Adjusted Cost Price multiplied by 20% of the Initial Closing Date Date, and on or prior to 33-1/3% of the fifth Purchase Number, plus Adjusted Net Earnings to the third anniversary of the Adjusted Book Value Price multiplied Initial Closing Date Cost Price multiplied by 8066-2/3% of the Purchase Number Notwithstanding anything to the contrary contained herein, (A) if the Management Investor shall cease to be employed by the Company or its subsidiaries for any reason other than those set forth in the first sentence of this Section 6.3 (a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all Incentive Securities to be purchased from the Management Investor (and his Permitted Transferees and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number; and (B) in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) the aggregate amount of any outstanding principal and accrued but unpaid interest due on any indebtedness of such Management Investor to the Company. As used herein:

Option Purchase Price. Subject to Section 6.3 (a)(iv6.3(a)(iii) --------------------- below, if ---- --------------------- the Management Investor shall be terminated by the Company with or without Cause or shall cease to be employed by the Company or its subsidiaries by reason of death, normal retirement at age 65 or more under the Company's or its subsidiaries' normal retirement policies, or disabilityresignation, the "Option Purchase Price" for the Incentive Securities Common Stock to be purchased from such Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option (such number of Incentive Shares shares of Common Stock being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Original Management Investors ----------------------------- If the Termination Occurs: Option Purchase Price -------------------------- --------------------- On or prior to July 29, 1995 Adjusted Cost Price multiplied by the Purchase Number After July 29, 1995 and on or Adjusted Cost Price multiplied by 80% of prior to July 29, 1996 the Purchase Number After July 29, 1996 and on or Adjusted Cost Price multiplied by 60% of prior to July 29, 1997 the Purchase Number After July 29, 1997 and on or Adjusted Cost Price multiplied by 40% of prior to July 29, 1998 the Purchase Number After July 29, 1998 and on or Adjusted Cost Price multiplied by 20% of prior to July 29, 1999 the Purchase Number New Management Investors ------------------------ If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or prior to the first anniversary of the Adjusted Cost Price multiplied by the Purchase the Closing Date Purchase Number After the first anniversary of the Closing Date, Adjusted Cost Price multiplied by 8066 2/3% of the Date, and on or prior to the second Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 20% of the Purchase Number Closing Date After the second anniversary of the Closing Date, Adjusted Cost Price multiplied by 6033 1/3% of the Closing Date, and on or prior to the Purchase Number, plus Adjusted Net Earnings third anniversary of the Closing Date Cost Price multiplied by 40% of the Purchase Number After the third anniversary of the Closing Adjusted Cost Price multiplied by 40% of the Date, and on or prior to the fourth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of the Closing Date and on or prior to the fifth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 80% of the Purchase Number Notwithstanding anything to the contrary contained herein, (A) if the Management Investor shall cease to be employed by the Company or its subsidiaries for any reason other than those set forth in the first sentence of this Section 6.3 (a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all Incentive Securities to be purchased from the Management Investor (and his Permitted Transferees and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number; and (B) in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) the aggregate amount of any outstanding principal and accrued but unpaid interest due on any indebtedness of such Management Investor to the Company. As used herein:

Option Purchase Price. Subject to Section 6.3 (a)(iv) --------------------- below, if If the Management Investor shall be terminated by the Company without Cause or shall cease to be employed by the Company or its subsidiaries by Fair▇▇▇▇▇ ▇▇ reason of death, normal retirement at age 65 or more under the Company's or its subsidiaries' normal Fair▇▇▇▇▇'▇ ▇▇▇mal retirement policies, or temporary or permanent disability, the "Option Purchase Price" for the Incentive Securities to be purchased from such Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option (such number of Incentive Shares Securities being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Option If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- -------------- On or prior to the first anniversary of Adjusted Cost Price anniversary of the Closing multiplied by Date 80% of the Purchase Number, plus Fair Market Value Price multiplied by 20% of the Closing Date Purchase Number 33 After the first anniversary of the Closing Adjusted Cost Price multiplied by 80% of the Date, and on or prior to the second Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Adjusted Cost Price multiplied by 2060% of the Purchase Number, plus Fair Market Value Price multiplied by 40% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of the Closing Date, and on or prior to the Purchase Number, plus Adjusted Net Earnings third anniversary of the Closing Date Adjusted Cost Price multiplied by 40% of the Purchase Number, plus Fair Market Value Price multiplied by 60% of the Purchase Number After the third anniversary of the Closing Adjusted Cost Price multiplied by 40% of the Date, and on or prior to the fourth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Adjusted Cost Price multiplied by 6020% of the Purchase Number, plus Fair Market Value Price multiplied by 80% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of the Closing Date and on or prior to the fifth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Fair Market Value Price multiplied by 80% of the Purchase Number Notwithstanding anything to the contrary contained herein, (A) if the Management Investor shall cease to be employed by the Company or its subsidiaries for Fair▇▇▇▇▇ ▇▇▇ any reason other than those set forth in the first sentence of this Section 6.3 (a)(ii6.3(a)(ii) (including, but not limited to, any voluntary termination of employment by the Management Investor or any termination for Cause), the Option Purchase Price for all Incentive Securities to be purchased from the Management Investor (and his Permitted Transferees and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this AgreementTransferees) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number; and (B) in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) the aggregate amount of any outstanding principal and accrued but unpaid interest due on any indebtedness of such Management Investor to the Company. As used herein:

Option Purchase Price. Subject to Section 6.3 (a)(iv7(c)(i)(D) --------------------- below, if the Management Investor shall be terminated by the Company without Cause or shall cease to be employed by the Company or its subsidiaries by reason of death, normal retirement at age 65 or more under the Company's or its subsidiaries' normal retirement policies, or disability, the "Option Purchase Price" for the Incentive Securities (i) Shares to be purchased from such a Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) Stockholder pursuant to the Purchase Option (such number of Incentive Shares being Shares, the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management InvestorStockholder and (ii) Options to be purchased from a Management Stockholder shall be equal to the Option Purchase Price applicable to the underlying shares of Common Stock (in accordance with (i) above) less the exercise price of such Options: If the Shares Were Acquired by the Management Stockholder Prior to the Closing Date and Option the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- ----------------------------- -------------- On or prior to the second Adjusted Cost Price anniversary of the Initial multiplied by 66-2/3% of the Closing Date Purchase Number, plus Adjusted Book Value Price multiplied by 33-1/3% of the Purchase Number After the second anniversary Adjusted Cost Price of the Initial Closing Date, multiplied by 33-1/3% of the and on or prior to the third Purchase Number, plus anniversary of the Initial Adjusted Book Value Price Closing Date multiplied by 66-2/3% of the Purchase Number On or prior to the first anniversary of Adjusted Cost Price anniversary of the Closing multiplied by 100% of the Date Purchase the Closing Date Number After the first anniversary Adjusted Cost Price of the Closing Adjusted Cost Price multiplied by 80% of the Date, and on multiplied by 66-2/3% of the or prior to the second Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Adjusted Book Value Price Date Cost Price multiplied by 2033-1/3% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of the Closing Date, and on multiplied by 33-1/3% of the or prior to the third Purchase Number, plus Adjusted Net Earnings third anniversary of the Closing Date Cost Price multiplied by 40% of the Purchase Number After the third anniversary of the Closing Adjusted Cost Book Value Price Date multiplied by 40% of the Date, and on or prior to the fourth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 6066-2/3% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of the Closing Date and on or prior to the fifth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 80% of the Purchase Number Notwithstanding anything to the contrary contained herein, (A) if the Management Investor shall cease to be employed by the Company or its subsidiaries for any reason other than those set forth in the first sentence of this Section 6.3 (a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all Incentive Securities to be purchased from the Management Investor (and his Permitted Transferees and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number; and (B) in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) the aggregate amount of any outstanding principal and accrued but unpaid interest due on any indebtedness of such Management Investor to the Company. As used herein:

Option Purchase Price. Subject to Section 6.3 (a)(iv6.3(a)(iv) --------------------- below, if --------------------- the Management Investor shall be terminated by the Company without Cause or shall cease to be employed by the Company or its subsidiaries DRA by reason of death, normal retirement at age 65 or more under the Company's or its subsidiaries' DRA's normal retirement policies, or temporary or permanent disability, the "Option Purchase Price" for the Incentive Securities Common Stock to be purchased from such Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option (such number of Incentive Shares shares of Common Stock being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Option If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- ------------------------------ -------------- On or prior to the first anniversary of Adjusted Cost Price anniversary of the Closing multiplied by the Date Purchase the Closing Date Number After the first anniversary Adjusted Cost of the Closing Adjusted Cost Price multiplied by 80% of the Date, and on or Price multiplied by prior to the second anniversary 80% of the Purchase of the Closing Date Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Book Value Price multiplied by 20% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of the Closing Date, and on or prior to by 60% of the Purchase Number, prior to the third anniversary plus Adjusted Net Earnings third anniversary Book Value Price of the Closing Date Cost Price multiplied by 40% of the Purchase Number After the third anniversary of the Closing Adjusted Cost Price the Closing Date, and on or multiplied by 40% of the Date, and on or prior to the fourth anniversary Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Adjusted Book Value Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of the Closing Date and on or prior multiplied by 20% of the to the fifth anniversary of the Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Adjusted Book Value Price multiplied by 80% of the Purchase Number Notwithstanding anything to the contrary contained herein, (A) if the Management Investor shall cease to be employed by the Company or its subsidiaries DRA for any reason other than those set forth in the first sentence of this Section 6.3 (a)(ii6.3(a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all Incentive Securities shares of Company Stock to be purchased from the Management Investor (and his Permitted Transferees and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this AgreementTransferees) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number; and (B) in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) the aggregate amount of any the outstanding principal and accrued but unpaid interest due on any indebtedness Promissory Note of such Management Investor to the Company. As used herein:

Option Purchase Price. Subject to Section 6.3 (a)(iv6.3(a)(iii) --------------------- below, if the Management Investor shall be terminated by the Company with or without Cause or shall cease to be employed by the Company or its subsidiaries by reason of death, normal retirement at age 65 or more under the Company's or its subsidiaries' normal retirement policies, or disabilityresignation, the "Option Purchase Price" for the Incentive Securities Common Stock to be purchased from such Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option (such number of Incentive Shares shares of Common Stock being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Original Management Investors If the Termination Occurs: Option Purchase Price On or prior to July 29, 1995 Adjusted Cost Price multiplied by the Purchase Number After July 29, 1995 and on or Adjusted Cost Price multiplied by 80% prior to July 29, 1996 of the Purchase Number After July 29, 1996 and on or Adjusted Cost Price multiplied by 60% prior to July 29, 1997 of the Purchase Number After July 29, 1997 and on or Adjusted Cost Price multiplied by 40% prior to July 29, 1998 of the Purchase Number After July 29, 1998 and on or Adjusted Cost Price multiplied by 20% prior to July 29, 1999 of the Purchase Number New Management Investors If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or prior to the first anniversary of Adjusted Cost Price multiplied by the Purchase of the Closing Date Purchase Number After the first anniversary of the Closing Adjusted Cost Price multiplied by 80% of the Date, and on or prior to the second Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 20% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of the 66 Closing Date, and on or prior to the 2/3% of the Purchase Number, plus Adjusted Net Earnings third Number second anniversary of the Closing Date Adjusted Cost Price multiplied by 4033 After the second anniversary of the 1/3% of the Purchase Number After the third anniversary of the Closing Adjusted Cost Price multiplied by 40% of the Date, and on or prior to the fourth Purchase Number, plus Adjusted Net Earnings third anniversary of the Closing Date Cost Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of the Closing Date and on or prior to the fifth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 80% of the Purchase Number Notwithstanding anything to the contrary contained herein, (A) if the Management Investor shall cease to be employed by the Company or its subsidiaries for any reason other than those set forth in the first sentence of this Section 6.3 (a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all Incentive Securities to be purchased from the Management Investor (and his Permitted Transferees and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number; and (B) in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) the aggregate amount of any outstanding principal and accrued but unpaid interest due on any indebtedness of such Management Investor to the Company. As used herein:Date