Common use of Put Option Clause in Contracts

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)). (b) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, 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.

Put Option. (a) If the Executive's employment with Investors the Company and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to InvestorsDairy Holdings, and Investors Dairy Holdings shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)). (b) If the Executive desires to exercise its option to require Investors Dairy Holdings to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Investors Dairy Holdings setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Investors Dairy Holdings on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors Dairy Holdings duly executed instruments transferring title to units to InvestorsDairy Holdings, 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.

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units any Unit issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) if such termination occurs prior to the total number date which is 18 months from the date of Units collectively held by this Agreement the Executive and all purchase price per Unit shall be the greater of his Permitted Transferees and (y1) the Applicable Percentage Fair Market Value (measured as of the Termination Date), at a ) and (2) the Cost of such Units and (y) if such termination occurs after the date which is 18 months from the date of this Agreement the purchase price per unit equal to Unit shall be the Fair Market Value of such unit (measured as of the delivery Termination Date) of the notice referred to in Section 7.1(b))such Units. (b) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a5.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a5.1(a) within the period described above, which notice shall specify the number and class of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.16.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, 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.Fair

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due 6.1 Subject to the Disabilityrequirements of law, death the Company grants to the Seller Parties the right for the Seller Parties to require that the Company purchase or Retirement redeem for cash from the Seller Parties all of the Executive prior to Shares and CPECs held by the earlier Seller Parties (the “Put Option”). 6.2 The Put Option shall only be exercisable by the Seller Parties in the event that any member of the Group enters into an agreement for: (i) the Transfer of the trademarks “▇▇▇▇▇ ▇▇▇▇” and/or “Zhuravli” to a Public Offering third party, but only if such trademarks contribute (at the closing of any such disposal) (i) individually to more than 35% of GCAM (as defined in the SPA) of the Group or, (ii) if sold together, collectively to more than 45% of GCAM of the Group, or (ii) a Sale Change of Control of [Lion/Rally Lux 2 S.à ▇.▇], [Lion/Rally Lux 3 S.à ▇.▇] or [Lion/Rally Cyprus 1], (each a “Put Option Disposal”), and (in those circumstances only) shall be exercisable as follows. 6.3 The Company shall notify the Seller Parties in writing as soon as reasonably practicable after the entry into by any member of the Company, Group of an agreement for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days a Put Option Disposal. Within 10 Business Days after the date of issuance such notice, the Seller Parties shall notify the Company and the Lion Parties in writing if they intend to exercise the Put Option (a “Put Option Intention Notice”). 6.4 The price of the Shares and CPECs to be purchased or redeemed by the Company on completion of the Put Option shall be fair market value (based on a normalised level of working capital) of those Shares and CPECs determined as follows. In the event that a Put Option Intention Notice is validly served by the Seller Parties, the Company shall instruct an investment bank or accounting firm of international repute to carry out such valuation as soon as reasonably practicable after the service of the Put Option Intention Notice. 6.5 If, following receipt of such Units)valuation, the Executive Seller Parties intend to proceed with completion of the Put Option, the Seller Parties shall have serve notice in writing upon the rightCompany and the Lion Parties within 10 Business Days after receipt of such valuation of their intention to do so (a “Put Option Exercise Notice”). In the event that a Put Option Exercise Notice is not validly served following service of a Put Option Intention Notice, the Put Option shall lapse. 6.6 In the event that a Put Option Exercise Notice is validly served, the Company and the Seller Parties shall be obliged to complete the Put Option conditional upon, but only upon, completion of the Put Option Disposal. 6.7 The Company shall purchase or redeem all Shares and CPECs held by the Seller Parties (the “Put Option Securities”). 6.8 Completion of the purchase or redemption by the Company of the Put Option Securities will occur within twenty (20) Business Days of the later of (i) service of a Put Option Exercise Notice and (ii) completion of the Put Option Disposal and on such completion of the Put Option Disposal: 6.8.1 the Seller Parties shall deliver to the Company duly executed transfers in favour of the Company in respect of the Shares and CPECs subject to the provisions of Section 8 hereofPut Option, together with share certificate(s), if any, evidencing title to sell to Investorssuch Put Option Securities; and 6.8.2 against delivery in accordance with Clause 6.8.1, and Investors the Company shall be required to purchase (subject pay to the provisions Seller Parties, in immediately available funds on the date of Section 8 hereof)completion, on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit sum equal to the Fair Market Value of such unit (measured as fair market value of the delivery of the notice referred to Put Option Securities (as determined in Section 7.1(b)accordance with Clause 6.3 above). (b) If 6.9 The Company and the Executive desires Shareholders shall do all such acts and/or execute all such deeds and documents in a form satisfactory to exercise its option the Seller Parties as it may reasonably require to require Investors give effect to repurchase Units the transfer of the Put Option Securities pursuant to Section 7.1(a)this clause. 6.10 The fees of any investment bank or accounting firm appointed under this Clause 6 shall be shared 50% by the Company and 50% by the Seller Parties who are exercising their Put Options, save in the Executive event that a Put Option Exercise Notice is validly served by the Seller Parties but the Put Option Disposal does not complete, in which event such fees shall send one written notice to Investors setting forth be payable by the intention of Executive and Permitted TransfereesCompany. Under this Clause 6.10, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within any fees payable by the period described above, which notice shall specify Company may be paid either by the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive Company or by wire transfer one or more of immediately available funds to an account designated by its subsidiaries, as the ExecutiveCompany shall direct.

Put Option. (a) If (i) the Executive's ’s employment with Investors the Company and its subsidiaries terminates due to was terminated by the Disability, death Company and its subsidiaries without Cause or Retirement of by the Executive for Good Reason prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, and (ii) the Company’s cumulative EBITDA for any Units issued 181 days or more a period of six consecutive fiscal quarters ending immediately prior to the date of Termination Date is at or above the Performance Target for such period (any termination of employment of satisfying the Executivepreceding clauses (i) and (ii), within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Unitsa “Qualified Termination”), the Executive shall have the right, right (subject to the provisions of Section 8 5.1(b) and Section 6 hereof, ) to sell to Investorsthe Company, and Investors the Company shall be required to purchase (subject to the provisions of Section 8 5.1(b) and Section 6 hereof), on one occasion ) from the Executive and his Permitted Transferees, if applicable, all (but not less than all) or a portion of the number of Rollover Units then held by the Executive and such other number of Units held by the Executive's his Permitted Transferees as the Executive may request provided that in request, on one occasion during the aggregate two years following the Put Right Commencement Date (such number does not exceed two-year period, the product of (x“Put Option Exercise Period”) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit Unit equal to the Fair Market Value of such unit Unit (measured as of the date of delivery of the notice referred to in Section 7.1(b5.1(b)); provided that (x) the aggregate Fair Market Value of the Rollover Units obligated to be repurchased pursuant to this Section 5.1 shall in no event exceed the aggregate Cost of the Rollover Units, which the parties agree to be $45,000,000, and which amount will be reduced by the amount of any distributions received by the Executive from the Company prior to the exercise of the put right pursuant to this Section 5.1(a) (other than tax distributions) and (B) the Executive must exercise his rights under this Section 5.1 on an equal percentage across the Preferred Units and the Class A Units that constitute his Rollover Units. (b) If the Executive desires to exercise its his option to require Investors the Company to repurchase the Rollover Units pursuant to Section 7.1(a5.1(a), the Executive shall send one written notice (the “Put Notice”) to Investors the Company setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all the Rollover Units pursuant to Section 7.1(a5.1(a) within the period described abovePut Option Exercise Period, which notice shall specify the number of Rollover Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell such Rollover Units. Within 45 days after the Company’s receipt of the Put Notice, the Board shall make a determination of the Fair Market Value of the Rollover Units as of the date of the Put Notice and shall notify the Executive of the Fair Market Value before the expiration of such 45-day period. Subject to the provisions of Section 8.16, the closing of the purchase shall take place at the principal office of Investors the Company on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. The purchase price for any repurchase pursuant to this Section 5.1(a) shall be paid in three equal installments, with the first installment to be paid on the closing date of the repurchase and the second and third installments to be paid on the first and second anniversary of such closing date, respectively. Subject to the provisions of Section 8.16 and upon customary representations by the Executive and other members of the Executive Group as selling unitholders (such representations shall include representations regarding ownership and title of the Rollover Units subject to the repurchase, and due authorization and non-contravention of all transaction documents delivered in connection with the repurchase), the Executive shall deliver to Investors the Company duly executed instruments transferring title to units to Investorsthe Company, against payment of the appropriate first installment of the purchase price by cashier's ’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive.

Put Option. (a) If the Executive's ’s employment with Investors the Company and its subsidiaries Subsidiaries terminates due to the Disability, death or Retirement for any of the Executive reasons set forth in clauses (i) or (ii) below prior to the earlier of (i1) a Public Offering with respect to Holding or the Company or (ii2) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive and Executive’s Permitted Transferees shall have the right, subject to the provisions of Section 8 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's ’s Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date)request, at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b5.1(b)): (i) if the Executive’s active employment with the Company or its Subsidiaries is terminated due to the Disability, death or Retirement of the Executive; or (ii) if the Executive’s active employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries without Cause (including termination resulting from nonrenewal by the Company, without Cause, of the Executive’s employment agreement at the end of the initial term of such employment agreement or at the end of any renewal) or by the Executive for Good Reason (including termination resulting from nonrenewal by the Executive, for Good Reason, of the Executive’s employment agreement at the end of the initial term of such employment agreement or at the end of any renewal term; provided that all of the requirements set forth in the definition of Good Reason are satisfied, including that the Executive has notified the Company or its Subsidiaries of such Good Reason and the period for cure by the Company or its Subsidiaries has elapsed). (b) If the Executive desires or any of his Permitted Transferees desire to exercise his or its option to require Investors to repurchase Units pursuant to Section 7.1(a5.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and his Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a5.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.16, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.16, the Executive shall deliver to Investors duly executed instruments transferring title to units the Units to Investors, against payment of the appropriate purchase price by cashier's ’s or certified check payable to the Executive or his Permitted Transferees, if applicable, or by wire transfer of immediately available funds to an account designated by the ExecutiveExecutive or his Permitted Transferee.

Put Option. (a) If the Executive's ’s employment with Investors the Company and its subsidiaries Subsidiaries terminates due to the Disability, Disability or death or Retirement of the Executive prior to the earlier of (i) a an initial Public Offering or (ii) a Sale Change of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units)Control, the Executive and the Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 8 5 hereof, for 180 days (the “Put Option Period”) following the date that is six (6) months after the date of such termination of employment of the Executive, to sell to Investorsthe Company, and Investors the Company shall be required to purchase (subject to the provisions of Section 8 5 hereof), on one occasion from each member of the Executive and his Permitted Transferees, if applicableExecutive’s Group, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by Executive’s Group that equals the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product sum of (xi) the total number of all Class A-2 Units collectively held by the Executive and all of his Permitted Transferees Executive’s Group and (yii) all Vested Units collectively held by the Applicable Percentage (measured as of the Termination Date)Executive’s Group, at a price per unit Unit equal to the Fair Market Value of each Class of such unit Units (measured as of the delivery date of death or such termination; provided, that, respecting any Units that have vested less than six months and one day prior to the date of such termination, such Fair Market Value shall be measured as of the notice referred date that is one day following the date that is six months after the date such Units had vested); provided, further, that in any case the Board shall have the right, in its sole discretion, to increase the foregoing purchase price. In order to exercise its rights with respect to the Units pursuant to this Section 4.1(a), the Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by the Executive’s Group in Section 7.1(b))accordance with the terms of the agreements pursuant to which such other units were purchased from the Company. (b) If the Executive Executive’s Group desires to exercise its option to require Investors the Company to repurchase Units pursuant to Section 7.1(a4.1(a), the Executive members of the Executive’s Group shall send one written notice to Investors the Company setting forth the such members’ intention of Executive and Permitted Transferees, if applicable, to collectively sell all of their Units pursuant to Section 7.1(a) within the period described above4.1(a), which notice shall specify the number of Units to be sold and shall include the signature of each member of the Executive and each Permitted Transferee desiring to sell UnitsExecutive’s Group. Subject to the provisions of Section 8.15.1, the closing of the purchase shall take place at the principal office of Investors the Company on a date specified by the Company no later of than the 30th 60th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject notice. (c) Notwithstanding anything herein to the provisions of Section 8.1contrary, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment rights 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 Executive’s Group as set forth in this Section 4.1 shall not in any way be affected by the Executiverights (whether or not exercised) of the Company or the Sponsor as set forth in Section 4.2 below.

Put Option. (a) If the Executive's employment with Investors and its subsidiaries Employment terminates due to the Disability, death or Retirement (such date of termination, the Executive "Put Date"), in either case prior to the earlier of (i) a Public Offering or (ii) a Sale the fifth anniversary of the CompanyGrant Date, for any Units issued 181 days or more prior to the date of termination of employment each of the Executive and the Executive, within 120 days after such date of termination of employment 's Permitted Transferees (or in hereinafter sometimes collectively referred to as the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive "EXECUTIVE GROUP") shall have the right, subject to the provisions of Section 8 5 hereof, for 90 days following the Put Date (or, if the Options are exercised after the Put Date, 90 days following the date of such exercise), to sell to Investorsthe Company, and Investors the Company shall be required to purchase (subject to the provisions of Section 8 5 hereof), on one occasion from each member of the Executive and his Permitted Transferees, if applicableGroup, all (but not less than all) of the number of Common Units then held by the Executive and such other number Group at a price per Common Unit equal to the greater of Units held by Fair Market Value (measured as of the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (xTermination Date) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) or Cost for the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as ) of the delivery Common Units and (y) Cost for the remainder of the notice referred Common Units: PROVIDED that in any case the Management Committee shall have the right, in its sole discretion, to in Section 7.1(b))increase any of the foregoing purchase prices. (b) If the Executive Group desires to exercise its option to require Investors the Company to repurchase Common Units obtained upon exercise of the Option pursuant to Section 7.1(a4.1 (a), the members of the Executive Group shall send one written notice to Investors the Company setting forth the such members' intention of Executive and Permitted Transferees, if applicable, to collectively sell all of their Common Units pursuant to Section 7.1(a) within the applicable 90-day period described above, which notice shall specify the number of Units to be sold and shall include the signature signed by each member of the Executive and each Permitted Transferee desiring to sell UnitsGroup. Subject to the provisions of Section 8.15. 1, the closing of the purchase shall take place at the principal office of Investors the Company on a date specified by the Company no later of than the 30th 60th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, 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 Executivenotice.

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at At any time after the date that is four (4) years from the Effective Date, the MGP Members shall have the right, exercisable in their absolute discretion, to elect to sell their Units to the Company by delivering at least a twelve (12) month (the “Redemption Period”) prior Notice to the Company and PPI (the “Put Notice”). Upon delivery of the Put Notice, PPI may elect to initiate a process for an Approved Sale during the Redemption Period. If PPI does not elect to exercise its rights with respect to such date Approved Sale by the expiration of termination the Redemption Period in accordance with this Section 8.8, the Company shall purchase all of employment, no earlier than 181 days and no later than 271 the MGP Members' Units put to the Company pursuant to this Section 8.8 within one hundred twenty (120) days after the date of issuance expiration of such Units), the Executive Redemption Period. The purchase price for each MGP Members' Units pursuant to this Section 8.8 shall have the right, subject be equal to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to purchase greater of: (subject to the provisions of Section 8 hereof), i) such MGP Member's Capital Contributions set forth on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured Schedule A as of the Termination Effective Date), at a price per unit equal to ; or (ii) the MGP Fair Market Value of such unit (measured Units as of the delivery date of the notice Put Notice, as determined in accordance with subsection (b) below (such applicable purchase price herein referred to in Section 7.1(b)as the “Put Price”). (b) If the Executive desires For purposes hereof, “MGP Fair Market Value” means, as to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a)each MGP Member, the Executive shall send one written notice to Investors setting forth the intention fair market value of Executive and Permitted Transferees, if applicable, to collectively sell all such MGP Member's Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature as of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing date of the purchase shall take place at Put Notice as determined by the principal office of Investors on the later mutual agreement of the 30th day after the giving of such notice and the date that is 10 business Members within ninety (90) days after the final determination expiration of the Redemption Period (such period, the “MGP Put Determination Period”); provided that if the Members do not agree as to the MGP Fair Market Value. Subject Value of each MGP Member's Units within the MGP Put Determination Period, the Members shall work together to agree upon a third party appraiser to determine the MGP Fair Market Value of each MGP Member's Units as of the date of the Put Notice, but if no such agreement is reached within ten (10) days of a party giving Notice to the provisions other of Section 8.1the inability to reach agreement as to a third party appraiser, (i) the MGP Members, on the one hand, and PPI, on the other, shall each select a third party appraiser within five (5) days thereafter, (ii) such appraisers shall mutually select an additional third party appraiser (the “MGP Put Final Appraiser”) within five (5) days of their appointment, and (iii) within five (5) days thereafter, the Executive MGP Put Final Appraiser acting alone shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment render an opinion stating the MGP Fair Market Value of each MGP Member's Units as of the appropriate purchase price by cashier's or certified check payable to date of the Executive or by wire transfer of immediately available funds to an account designated Put Notice (the costs for which shall be paid by the ExecutiveCompany).

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to --------- purchase (subject to the provisions of Section 8 hereof), on one occasion from --------- the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)); provided that, if Executive holds more than one Class of Units, Executive must exercise his rights under this Section 7.1 on an equal percentage across such Classes. (b) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall -------------- send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall -------------- specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the ----------- principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive ----------- shall deliver to Investors duly executed instruments transferring title to units to Investors, 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.

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the DisabilityDisability or death of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, death for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of any Unit issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement the purchase price per Unit shall be the greater of (1) the Fair Market Value (measured as of the Termination Date) and (2) the Cost of such Units and (y) if such termination occurs after the date which is 18 months from the date of this Agreement the purchase price per Unit shall be the Fair Market Value (measured as of the Termination Date) of such Units. (b) If the Executive's employment with Investors and its subsidiaries terminates due to the Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units any Unit issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall shall, have the right, subject to the provisions of Section 8 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)).Section (bc) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a5.1(a) or Section 5.1(b), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a5.1(a) or Section 5.1(b) within the period described above, which notice shall specify the number and class of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.16.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.16.1, the Executive shall deliver to Investors duly executed instruments transferring title to units the Units to Investors, 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.

Put Option. (a) If Prior to the occurrence of the initial Public Offering, if Executive's ’s employment with Investors the Company and its subsidiaries Subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment Executive and Executive’s Permitted Transferees (or in the case of Units issued 180 days or less prior hereinafter sometimes collectively referred to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive as “Executive’s Group”) shall have the right, subject to the provisions of Section 8 5 hereof, for 180 days following the Termination Date, to sell to Investorsthe Company (the “Put Right”), and Investors the Company shall be required to purchase (subject to the provisions of Section 8 5 hereof), on one occasion from the Executive and his Permitted Transferees, if applicableeach member of Executive’s Group, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided ’s Group that in the aggregate such number does not exceed the product of (x) the total number of equals all Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), Executive’s Group at a price per unit Unit equal to the Fair Market Value of such unit Units (measured as of the delivery date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Units pursuant to this Section 4.1(a), Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the notice referred Company held by Executive’s Group in accordance with the terms of the agreements pursuant to in Section 7.1(b))which such other units were acquired from the Company. (b) If the Executive Executive’s Group desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a)the Put Right, the Executive members of Executive’s Group shall send one written notice to Investors the Company setting forth the such members’ intention of Executive and Permitted Transferees, if applicable, to collectively sell all of their Units pursuant to Section 7.1(a) within the period described above4.1(a), which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Unitsmember of Executive’s Group. Subject to the provisions of Section 8.15.1, the closing of the purchase shall take place at the principal office of Investors the Company on a date specified by the Company no later of than the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, 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 Executivenotice.