Puts and Calls Clause Samples

Puts and Calls. 7 (a) The Management Put....................................................................................7 (b) The Company Call on Management Securities.............................................................8 (c) The ▇▇▇▇▇, ▇▇▇▇▇ Entities and ▇▇▇▇▇ Family Entities Put...............................................8 (d) The Purchase Price....................................................................................8 (e) Determination of the Purchase Price for the Management Put or Management Call.........................9 (f) Determination of the Purchase Price for the ▇▇▇▇▇ Put................................................10 (g) Closing of Purchases.................................................................................10

Puts and Calls. 7.1 Call Option of the Seller For the period of August 1, 1998 to December 31, 2001 UGL, or a party designated by UGL, shall have the right to purchase the Company's shares then held by the Purchaser. The exercise price shall be equal to the purchase price paid by the Purchaser pursuant to the Share Purchase Agreement increased by 15% per annum, compounded annually and calculated for the period between payment of the purchase price by the Purchaser and exercise of the call option by UGL. If UGL wishes to exercise its call option, it shall notify the Purchaser in writing between August 1, 1998 and no later than by 12.00 noon on December 31, 2001. If such date is not a date on which banks are open for business in Zurich and Geneva, the exercise notice shall reach the Purchaser by 12.00 noon on the last business day of 2001. The sale shall be completd within 10 busines days of receipt of the exercise notice by the Purchaser and shall take place by the Purchaser delivering its shares in the Company to UGL or its designee against receipt of the exercise price. Each party shall bear its own costs and expenses incurred in connection with the exercise of the call option, except that UGL will pay all stamp duties related to the exercise of the call option.

Puts and Calls. The Borrower owns a 78.2% interest in Telcel, its Venezuelan operation. Telcel's other major shareholder holds an indirect 21% interest in Telcel. Under a Stock Purchase Agreement, that shareholder has the right to initiate a process that could require the Borrower to purchase (the puts), and the Borrower has the right to initiate a process that could require that shareholder to sell (the calls) to the Borrower, the shareholder's interest in Telcel. Notice of the initiation of the process with respect to approximately half of that shareholder's interest was to be given in 2000 and notice with respect to the remaining balance was to be given in 2002. If the Borrower exercises its call right, it would purchase that shareholder's interest at between 100% and 120% of its appraised fair value. If the Borrower is required to purchase the interest, it would do so at between 80% and 100% of its appraised fair value. In 2000, the shareholder initiated a process for appraising the value of approximately half of its interest in Telcel, but the process was not completed. The shareholder also has sent a letter purporting to exercise the balance of the puts under the Stock Purchase Agreement. The Borrower is currently in arbitration with the shareholder over alleged breaches by the Borrower and the shareholder of the Stock Purchase Agreement, including the timing of the valuation and whether the process was properly initiated in 2000. The arbitration does not directly involve the valuation of the balance of the puts. The shareholder is seeking damages and specific performance, and the Borrower is seeking, among other things, unspecified damages and a ruling that it has not breached the Stock Purchase Agreement in any respect. The arbitration also related to an alleged oral agreement to buy out the shareholder's entire interest in Telcel, which the Borrower argues does not exist. Hearings on these matters occurred in January and April 2004. If the arbitration panel rules against the Borrower, it is possible that the appraised fair value of the shareholder's interest in Telcel could be substantially in excess of current value. At this time, the likely outcome of this arbitration cannot be predicted, nor can a reasonable estimate of the amount of loss, if any, be made.

Puts and Calls. To ensure the availability of continued ownership participation to future key employees, the Company has options to repurchase ("Calls") certain equity interests in Affiliates owned by partners or members. The options were exercisable beginning in 1998. In addition, Affiliate management owners have options ("Puts"), exercisable beginning in the year 2000, which require the Company to purchase certain portions of their equity interests at staged intervals. The Company is also obligated to purchase ("Purchase") such equity interests in Affiliates upon death, disability or termination of employment. All of the Puts and Purchases would take place based on a multiple of the respective Affiliate's Owners' Allocation but using reduced multiples for terminations for cause or for voluntary terminations occurring prior to agreed upon dates, all as defined in the general partnership, limited partnership or limited liability company agreements of the Affiliates. Resulting payments made to former owners of acquired Affiliates are accounted for as adjustments to the purchase price for such Affiliates. Payments made to equity holders who have been awarded equity interests in connection with their employment are accrued, net of estimated forfeitures, over the service period as equity-based compensation. The Company's contingent obligations under the Put and Purchase arrangements at December 31, 1998 ranged from $11.0 million on the one hand, assuming all such obligations occur due to early resignations or terminations for cause, and $227.5 million on the other hand, assuming all such obligations occur due to death, disability or terminations without cause. The Put and Purchase amounts above were calculated based upon $32.0 million of average annual historical Owners' Allocation. Assuming the closing of all such Put and Purchase transactions, AMG would own all the prospective Owners' Allocations.

Puts and Calls. (a) In the event this Agreement is terminated by Empire, SYN shall have a call right to purchase Empire's shares of common stock of SYN at a price equal to 100% of fair market value, determined by appraisal, and Empire shall have a put right to sell to SYN Empire's shares of common stock of SYN at a price equal to 90% of fair market value, determined by appraisal, provided that, in case of a put by Empire, SYN has adequate liquidity, as reasonably determined by its Board, to make such purchase. (b) In the event this Agreement is terminated by SYN, SYN shall have a call right to purchase Empire's shares of common stock of SYN at a price equal to 110% of fair market value, determined by appraisal, and Empire shall have a put right to sell to SYN Empire's shares of common stock of SYN at a price equal to 100% of fair market value, determined by appraisal, provided that in the case of a put by Empire, SYN has adequate liquidity, as reasonably determined by its Board, to make such purchase. (c) For these purposes, fair market value of the shares of common stock of SYN to be sold and purchased shall be determined by an appraiser or investment banker selected as provided in Section 1.04(a)(ii) of the Stock Agreement, with the appraisal made in accordance with such Section.

Puts and Calls. 7.1 Call Option of the Seller For the period of January 1, 1998 to December 31, 2001 UGL, or a party designated by UGL, shall have the right to purchase the Company's shares then held by the Purchaser. The exercise price shall be equal to the purchase price paid by the Purchaser pursuant to the Share Purchase Agreement increased by 20% per annum, compounded annually and calculated for the 42 period between payment of the purchase price by the Purchaser and exercise of the call option by UGL. If UGL wishes to exercise its call option, it shall notify the Purchaser in writing no later than by 12.00 noon on December 31, 2001. If such date is not a date on which banks are open for business in Zurich, the exercise notice shall reach the Purchaser by 12.00 noon on the last business day of 2001. The sale shall be completed within 10 business days of receipt of the exercise notice by the Purchaser and shall take place by the Purchaser delivering its shares in the Company to UGL or its designee against receipt of the exercise price. Each party shall bear its own costs and expenses incurred in connection with the exercise of the call option. Notwithstanding the above, UGL hereby commits not to exercise its call option as long as EIBA's put option against UGL, pursuant to its Shareholders Agreement dated January 17, 1997, has not expired. 7.2 Put Option for the Purchaser For the period of February 1st, 2000 until December 31st, 2001, or immediately if UGL breaches Sec. 8.4, the Purchaser shall have the right to sell its shares in the Company to one of the following parties (in that order of priority): first, to UGL, second, if UGL fails to fulfill its purchase obligation under this Sec. 7.2, within twenty days of notification by the Purchaser, to the Company, and third, if the company fails to fulfill its purchase obligation under this Sec. 7.2 within twenty days of notification by the purchaser, to UHLD. The exercise price for the put option shall be equal to the purchase price paid by the Purchaser pursuant to the Share Purchase Agreement, increased by 12% per annum compounded annually and calculated for the period between the date of purchase by the Purchaser and the date of exercise of the put option by the Purchaser. If the Purchaser wishes to exercise its put option it shall notify the party concerned in writing, indicating that it exercises its put option and the exercise price. The sale shall be completed within 10 business days of receipt of the exercise not...

Puts and Calls. The options (and the underlying shares) acquired pursuant to an Exchange Agreement would be subject to puts and calls upon termination of employment, the specifics of which will be discussed by the parties. Board Seats WH would have one board seat unless the board has 11 or more directors in which case WH would have an additional board seat. WH/MH would have the right to designate a member of their family to serve on the board in WH's place. The family may designate non-family member(s) to represent them on the board, the identity of whom would be subject to ▇▇▇▇▇'▇ consent, such consent not to be unreasonably withheld. Any such non-family board member would receive the same director's fee being paid to other outside directors. The board seat would not be transferable outside of the WH/MH family, subject to the right of designation described above. J-PE would have one board seat, so long as he is CEO. ▇▇▇▇▇ would have the right to designate the remaining directors which would constitute a majority of the board of directors. Veto Right WH would have a veto on affiliate transactions, except for (1) ▇▇▇▇▇ fees as described below and (2) payments pursuant to the financial advisory agreement described below. This veto right would only be exercisable by WH, or in the event that WH is no longer a director, a family member, if any, who is serving on the board. If there are no family members on the board, then affiliate transactions would be reviewed by the disinterested board. ▇▇▇▇▇ Fees ▇▇▇▇▇ will receive an up front fee of $4,950,000 and annual fee of $495,000 pursuant to a financial advisory agreement between ▇▇▇▇▇ and the Company. ▇▇▇▇▇ will also receive a customary exit fee, consistent with their past practices that will be negotiated with the Company at that time. WH would participate pro rata in the exit fee based on stock ownership at the time of exit, but capped at 15% for WH. WH's Rights WH to receive an annual director's fee of $100,000. The fee would be payable to WH or a designated family member serving on the board. WH to continue benefits under SERP ($157,500 per year with acceleration as a result of the transaction so that payments would commence beginning the month in which the closing occurs). Employment Agreements Existing employment agreements, except as otherwise mutually agreed upon. Minority Shareholder No charter amendments that would disproportionately Protections affect roll-over shareholders. Others, if any, to be discussed. Management O...

Puts and Calls. Somewhat more rare is a provision giving a shareholder the ability to require the company or another shareholder to buy that shareholder’s stock, or allowing the company and certain shareholders the ability Continued on next page

Puts and Calls. (a) Westaim shall be irrevocably entitled to deliver to the Executive, at any time during the Call Period, a Put-Call Notice requiring the Executive to sell to Westaim all but not less than all of the Outstanding Option Rights and/or all or such portion of the Optioned Shares held by the Executive as may be specified in such Put-Call Notice and, upon receipt of such Put-Call Notice, the Executive shall sell to Westaim that number of the Outstanding Option Rights and/or Optioned Shares described in such Put-Call Notice upon the terms and conditions set out in section 9(c) of this Agreement. As a condition precedent to Westaim delivering a Put-Call Notice to the Executive in circumstances where there are Outstanding Option Rights of the Executive which Westaim intends to purchase pursuant to such Put-Call Notice, Westaim shall, at least 3 business days prior to delivering such Put-Call Notice (the “3 Day Period”), deliver to the Executive a preliminary Put-Call Notice (the “Preliminary Put-Call Notice”) specifying therein that Westaim will be delivering at the end of the 3 Day Period a Put-Call Notice to the Executive which will, at a minimum, require the Executive to sell to Westaim all but not less than all of the Outstanding Option Rights held by the Executive at such time. Upon receipt of such Preliminary Put-Call Notice, the Executive shall be entitled during the 3 Day Period to fully exercise the Option (notwithstanding section 3) with respect to all Outstanding Option Rights. The Optioned Shares acquired by the Executive as a result of exercising such Outstanding Option Rights shall be included in the Optioned Shares which Westaim requires the Executive to sell to Westaim pursuant to the Put-Call Notice. The call right described in this section 9(a) shall be assignable without restriction by Westaim. (b) The Executive shall be irrevocably entitled to deliver to the Corporation, at any time during the Put Period, a Put-Call Notice requiring the Corporation to purchase all or any portion of the Optioned Shares held by the Executive and, upon receipt of such Put-Call Notice, the Corporation shall purchase that number of the Optioned Shares described in such Put-Call Notice upon the terms and conditions set out in section 9(c) of this Agreement. (c) The sale of the Outstanding Option Rights and/or Optioned Shares pursuant to section 9(a) and the sale of the Optioned Shares pursuant to section 9(b) of this Agreement shall be governed by the following terms...