Common use of Call Rights Clause in Contracts

Call Rights. In the event of (i) the termination of the Optionee's employment with Resorts at any time, under any circumstances and for any or no reason, (ii) a Change in Control or (iii) any transfer of any Option Shares by the Optionee under any circumstances (other than to a trust controlled by the Optionee for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgment, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event"), for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company shall have the right to purchase from the Optionee, in accordance with the terms hereof and of Section 2.4(e) of the Stockholders Agreement (the "Call") (y) any or all of such portion of the Option as shall relate to vested and exercisable Option Shares as of the date written notice is given (the "Call Exercise Date"), and/or (z) any or all Option Shares owned by the Optionee as of the end of business on the Call Exercise Date. (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (y) above, the Company shall pay the Optionee an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee to purchase. (ii) If exercising its rights under (z) above, the Company shall pay the Optionee an amount equal to the product of (A) the Call Price and (B) the number of Option Shares being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior to the end of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of the Company's payment. (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the Optionee, its rights under this Section 6. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the Call shall terminate upon the closing of the Company's Initial Public Offering.

Call Rights. In the event of (i) the termination of the Optionee's employment with Resorts at any time, under any circumstances and for any or no reason, (ii) a Change in Control or (iii) any transfer of any Option Shares by the Optionee under any circumstances (other than to a trust controlled by the Optionee for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgment, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event"), for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company shall have the right to purchase from the Optionee, in accordance with the terms hereof and of Section 2.4(e) of the Stockholders Agreement (the "Call") (y) any or all of such portion of the Option as shall relate to vested and exercisable Option Shares as of the date written notice is given (the "Call Exercise Date"), and/or (z) any or all Option Shares owned by the Optionee as of the end of business on the Call Exercise Date. (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (y) above, the Company shall pay the Optionee an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee to purchase. (ii) If exercising its rights under (z) above, the Company shall pay the Optionee an amount equal to the product of (A) the Call Price and (B) the number of Option Shares being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior to the end of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company, unless such resignation qualifies as a termination Without Cause (as defined in the Employment Agreement)), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of the Company's payment. (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the Optionee, its rights under this Section 6. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the Call shall terminate upon the closing of the Company's Initial Public Offering.

Call Rights. In (a) Prior to six months after the event IPO Effectiveness Date, if an Employee Stockholder at any time ceases to be employed by the Company for any reason, the Company will have the rights specified below ("CALL RIGHTS") to purchase (subject to the provisions of Section 7(c) hereof) the Shares held by the relevant Employee Stockholder Group. With respect to any particular Shares, the Company will have such Call Rights for a period commencing on the date (the "CALL COMMENCEMENT DATE") that is the later of (i) the termination date of the Optioneetermination, and (ii) six months after the date the Employee Stockholder becomes the tax owner of such Shares, free of any further vesting conditions, and ending 180 days thereafter. (b) In the event the Employee Stockholder's employment with Resorts at the Company or any time, under of its Subsidiaries is terminated: (i) by the Company or any circumstances and of its Subsidiaries for any reason other than Cause, by the Employee Stockholder for any reason or no reasondue to the Employee Stockholder's death or Disability, the Company (or any of its assignees) will have the right (but not the obligation) to purchase from the relevant Employee Stockholder Group, and such Employee Stockholder Group will be required to sell to the Company (or to any such assignee) any or all of its Shares (including any fractional Shares) at a price per Share equal to (A) the Fair Market Value as of the date the Company first exercises such Call Right or (B) in a purchase pursuant to Section 7(e) or 7(f), the Fair Market Value as of the date the Company purchases the shares of Common Stock; or (ii) a Change in Control by the Company or any of its Subsidiaries for Cause, the Company (iiior any of its assignees) will have the right (but not the obligation) to purchase from the Employee Stockholder Group, and the Employee Stockholder Group will be required to sell to the Company (or to any such assignee) any transfer or all of its Common Stock at a price per Share equal to: the lower of (A) the price per Share paid for such Common Stock or the exercise price with respect to such Common Stock; provided that if the price per Share paid for such Common Stock is zero, then the price per share paid will be deemed to be the par value and (B) the Fair Market Value, as of the date the Company first exercises such Call Right, or in a purchase pursuant to Section 7(e), as of the date the Company purchases the shares of Common Stock. (c) The Company will exercise its rights hereunder with respect to any Option particular Shares by sending written notice, not later than 180 days after the Optionee Call Commencement Date (the "CALL RIGHT PERIOD"), to the Employee Stockholder or another member of the Employee Stockholder Group of its intention to purchase the Shares. The closing of the purchase will take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of notice. At the closing of the purchase, the Company will pay the purchase price for such Shares by delivery of a bank cashier's check or a certified check of the Company for the purchase price; provided, however, that if (i) the Company exercises its Call Right pursuant to Section 7(b)(ii) and (ii) if the Company is prohibited from paying cash under any circumstances (other than financing arrangement, then the Company may elect to pay the purchase price for such Shares by delivery of a trust controlled by note payable in installments of up to five years, bearing interest equal to the Optionee for estate planning purposes, the trustee weighted average of which agrees in writing to be subject in all events and for all purposes to the Company's Call borrowing rate in effect as set forth herein)of the date of the closing of the purchase; provided that if at any time the Company is no longer prohibited from paying cash under any such financing arrangement, including pursuant the Company will promptly pay the outstanding principal amount of such note, together with accrued interest thereon, to the Employee Stockholder by delivery of a bank cashier's check or a certified check of the Company. (d) If, with respect to any arrangementparticular Shares, proceedingthe Company fails to exercise its Call Rights during the Call Right Period, decree, judgment, order or application of law relating to AI LLC will have the division of property for domestic relations purposes (each a "Call Event")Rights specified in this Section 7, for a period commencing on the date of such event the expiration of the Call Right Period, and expiring upon ending 60 days thereafter. (e) Notwithstanding anything to the Company's Initial Public Offering (the "Call Exercise Period")contrary elsewhere herein, the Company shall have the right not be obligated to purchase from the Optioneeany shares of Common Stock at any time pursuant to this Section 7, in accordance with the terms hereof and regardless of Section 2.4(e) whether it has delivered a notice of the Stockholders Agreement (the "Call") (y) its election to purchase any or all of such portion of the Option as shall relate to vested and exercisable Option Shares as of the date written notice is given (the "Call Exercise Date")shares, and/or (z) any or all Option Shares owned by the Optionee as of the end of business on the Call Exercise Date. (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under to the extent that the purchase of such shares (y) abovetogether with any other purchases of Common Stock pursuant to Section 6 or 7 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company shall pay the Optionee an amount in cash equal to the product of has at such time been given or has given notice) would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the excess, if any, Company or any of the Fair Market Value (as defined, for purposes its Subsidiaries or any of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock its or Class B Common Stock, as applicable, as of the first applicable Call Event (the "Call Price") over the Class A Option Exercise Price their assets or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock after giving effect thereto (including any dividends or Class B Common Stock, as applicable, that the portion other distributions or loans from a Subsidiary of the Option being purchased by Company to the Company pursuant to the Call would otherwise entitle the Optionee to purchase. in connection therewith), in a Financing Default, (ii) If exercising its rights under if immediately prior to such purchase there exists a Financing Default which prohibits such purchase (z) above, including any dividends or other distributions or loans from a Subsidiary of the Company shall pay the Optionee an amount equal to the product of Company in connection therewith), or (Aiii) the Call Price and (B) the number of Option Shares being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior to the end of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise have funds available to effect such purchase. The Company shall within 30 days of learning of any such fact so notify the Call within fifteen (15) days after the occurrence members of the first Call Eventapplicable Employee Stockholder Group that it is not obligated to purchase such shares and has deferred its right to make such purchase until such violation, Financing Default or unavailability of funds would not result therefrom or be in existence. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. (f) Anything to the Call Price for contrary contained in this Section 7 notwithstanding, any shares of Common Stock which the Option Shares being repurchasedCompany has elected to purchase from members of the Employee Stockholder Group, as determined abovebut which in accordance with Section 7(e) are not purchased at the applicable time provided in this Section 7, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment purchased by the Company for Cause on the tenth Business Day after such date or dates that (as defined in after taking into account any purchases to be made at such time pursuant to stock purchase, subscription or other agreements with other investors and any other agreements or instruments to which any of the Employment AgreementCompany and its Subsidiaries is a party or by which any of them is bound on a pro rata basis therewith (subject to any binding obligation to do otherwise pursuant to any such agreement or instrument)) or the Optionee's resignation from employment with the Companyit is no longer permitted to defer purchasing such shares under Section 7(e), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of the Company's payment. (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the Optionee, its rights under this Section 6. (d) Unless and the Company shall have given give the Employee Stockholder Group five Business Days prior notice of its intent to exercise the Call, the Call shall terminate upon the closing of the Company's Initial Public Offeringany such purchase.

Call Rights. In (a) Each member of a Management Stockholder Group agrees that the event of Company and the Sponsor Group, collectively, will each have a call right (ithe “Call Right”) on the termination of the Optionee's employment with Resorts at Shares (including any time, under any circumstances and for any or no reason, (ii) Shares issued following a Change in Control or (iii) any transfer of any Option Shares by the Optionee under any circumstances (other than to a trust controlled by the Optionee for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes Termination pursuant to the Company's Call exercise of Options or otherwise) and vested Options held by his, her or its Management Stockholder Group after either a Termination or a Restrictive Covenant Violation with respect to the applicable Management Stockholder (the “Callable Equity”) as set forth hereinin this Section 5. Upon either a Termination or a Restrictive Covenant Violation with respect to a Management Stockholder (any such event, a “Call Event”), including pursuant the Company may exercise the Call Right with respect to all or any arrangementportion of the Callable Equity of such Management Stockholder’s Management Stockholder Group by one or more written notices (each, proceeding, decree, judgment, order or application of law relating a “Call Right Notice”) delivered to the division of property for domestic relations purposes (each a "Call Event"), for a Management Stockholder at any time during the period commencing on the date of such event and expiring upon Termination or the Company's Initial Public Offering (date on which the "Call Exercise Period"), the Company shall have the right to purchase from the Optionee, in accordance with the terms hereof and of Section 2.4(e) Board acquires actual knowledge of the Stockholders Agreement (the "Call") (y) any or all of such portion occurrence of the Option as shall relate to vested and exercisable Option Shares as of the date written notice is given (the "Call Exercise Date"), and/or (z) any or all Option Shares owned by the Optionee as of the end of business on the Call Exercise Date. (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (y) above, the Company shall pay the Optionee an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common StockRestrictive Covenant Violation, as applicable, as and ending on the date which is three hundred and sixty-five (365) days after the later of (x) the date of Termination or the date on which the Board acquires actual knowledge of the first applicable Call Event (occurrence of the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise PriceRestrictive Covenant Violation, as applicable, and (By) for each Share acquired upon the number exercise of shares an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of Class A Common Stock a Call Right Notice, the Company will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or Class B Common Stockany lesser portion indicated in the Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right with respect to a particular Call Event, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) may exercise such Call Right within thirty (30) days after the expiration of the aforesaid three hundred and sixty-five (365)-day period by giving one or more written notices (each, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall the Company or the Sponsor Group (or any Affiliate of the Sponsor Group) be entitled to deliver any Call Right Notice or Sponsor Group Call Right Notice, as applicable, that with respect to any Shares (including any Shares issued upon the portion exercise of the an Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee to purchaseor similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months. (iii) If exercising its rights under In the case of either (zx) above, the Company shall pay the Optionee an amount equal to the product of (A) the Call Price and (B) the number of Option Shares being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior to the end of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company a Termination for Cause or (as defined in the Employment Agreementy) or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of the Company's payment. (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the Optionee, its rights under this Section 6. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the Call shall terminate upon the closing of the Company's Initial Public Offering.a

Call Rights. In the event of (iI) the termination of the OptioneeExecutive's employment with Resorts the Company at any time, under any circumstances and for any or no reason, (iiII) a Change in Control or (iiiIII) any transfer of any Option Shares or Restricted Shares by the Optionee Executive under any circumstances (other than to a trust controlled by the Optionee Executive for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgmentjudgement, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event")purposes, for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company shall have the right to purchase from the OptioneeExecutive, by giving written notice to the Executive pursuant hereto and in accordance with the terms hereof and conditions of Section 2.4(e8(a) of the Stockholders Agreement below (the "Call") (yx) any or all of such portion of the Option as shall relate to vested Vested and exercisable Exercisable Option Shares as of the date such written notice is given (the "Call Exercise Date"), and/or (zy) any or all Option Shares owned by the Optionee Executive as of the end of business on the Call Exercise DateDate and/or (z) any or all Restricted Shares as of the end of business on the Call Exercise Date as to which the Transfer Restrictions shall have lapsed pursuant to Section 2(c) and which shall not theretofore have been forfeited by Executive pursuant to Section 7(b). (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (yx) above, the Company shall pay the Optionee Executive an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event Termina tion Date (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee Executive to purchase. (ii) If exercising its rights under (y) or (z) above, the Company shall pay the Optionee Executive an amount equal to the product of (A) the Call Price and (B) the number of Option Shares or Restricted Shares, as applicable, being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior closing with respect to the end exercise of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of take place at the Company's paymentexecutive offices within 30 days following the Call Exercise Date (the "Scheduled Closing Date"). (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the OptioneeExecutive, its rights under this Section 68; PROVIDED, that no such assignment shall release the Company from its obligations hereunder. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the The Call shall terminate upon the closing of the Company's Initial Public Offering.

Call Rights. In the event of (iI) the termination of the OptioneeExecutive's employment with Resorts the Company at any time, under any circumstances and for any or no reason, (iiII) a Change in Control or (iiiIII) any transfer of any Option Shares or Restricted Shares by the Optionee Executive under any circumstances (other than to a trust controlled by the Optionee Executive for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgmentjudgement, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event")purposes, for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company shall have the right to purchase from the OptioneeExecutive, by giving written notice to the Executive pursuant hereto and in accordance with the terms hereof and conditions of Section 2.4(e8(a) of the Stockholders Agreement below (the "Call") (yx) any or all of such portion of the Option as shall relate to vested Vested and exercisable Exercisable Option Shares as of the date such written notice is given (the "Call Exercise Date"), and/or (zy) any or all Option Shares owned by the Optionee Executive as of the end of business on the Call Exercise DateDate and/or (z) any or all Restricted Shares as of the end of business on the Call Exercise Date as to which the Transfer Restrictions shall have lapsed pursuant to Section 2(c) and which shall not theretofore have been forfeited by Executive pursuant to Section 7(b). (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (yx) above, the Company shall pay the Optionee Executive an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event Termination Date (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee Executive to purchase. (ii) If exercising its rights under (y) or (z) above, the Company shall pay the Optionee Executive an amount equal to the product of (A) the Call Price and (B) the number of Option Shares or Restricted Shares, as applicable, being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior closing with respect to the end exercise of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of take place at the Company's paymentexecutive offices within 30 days following the Call Exercise Date (the "Scheduled Closing Date"). (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the OptioneeExecutive, its rights under this Section 68; PROVIDED, that no such assignment shall release the Company from its obligations hereunder. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the The Call shall terminate upon the closing of the Company's Initial Public Offering.

Call Rights. In (a) Prior to the event occurrence of (i) the Lapse Date, upon the termination of a Management Stockholder's Employment with the Optionee's employment with Resorts at Company or any time, under any circumstances and of its Subsidiaries for any or no reason, (ii) a Change in Control or (iii) any transfer of any Option Shares by the Optionee under any circumstances (other than to a trust controlled by the Optionee for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgment, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event"), for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company shall have the right (the "Company Call Right"), for a period of 181 days from the later of (i) the date of such termination of Employment or (ii) in the case of Shares issued upon the exercise of Share Equivalents, the date of the exercise of such Share Equivalents (the "Company Call Right Period"), to purchase from such Management Stockholder and his/her Permitted Transferees all or a portion of their Shares. Upon the Optionee, in accordance with the terms hereof and of Section 2.4(e) expiration of the Stockholders Agreement Company Call Right Period, if the Company does not exercise the Company Call Right, Cypress shall have the right (the "CallCypress Call Right" and, together with the Company Call Right, the "Call Right") (y) any to purchase from such Management Stockholder and his/her Permitted Transferees all or all of such a portion of their Shares for a period of 30 days from the Option as shall relate to vested and exercisable Option Shares as expiration of the date written notice is given Company Call Right Period (the "Cypress Call Exercise Date")Right Period" and, and/or (z) any or all Option Shares owned by the Optionee as of the end of business on the Call Exercise Date. (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (y) above, together with the Company shall pay the Optionee an amount in cash equal to the product of (A) the excessCall Right Period, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event (the "Call PriceRight Period") over ). All references to Shares in this Section 3.3 shall include Shares issuable upon the Class A Option Exercise Price conversion, exchange or Class B Option Exercise Price, as applicable, and (B) the number exercise of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee to purchase. (ii) If exercising its rights under (z) above, the Company shall pay the Optionee an amount equal to the product of (A) the Call Price and (B) the number of Option Shares being purchased pursuant theretoShare Equivalents. (b) The Company may elect or Cypress, as applicable, will exercise its rights hereunder with respect to exercise any particular Shares by sending written notice, not later than the Callexpiration of the applicable Call Right Period (the "Call Exercise Notice"), at its discretion, at any time prior to the end relevant Management Stockholder of its intention to purchase the Shares. The closing of the purchase shall be held at the executive office of the Company, on the 30th day after the receipt of the Call Exercise Period Notice or at such other time and place as the Company or Cypress, as applicable, and the relevant Management Stockholder may agree. At such closing, such Management Stockholder and his/her Permitted Transferees shall deliver certificates representing the Shares subject to the Call Right, duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Shares shall be free and clear of any encumbrances or liens (other than those arising hereunder and those attributable to actions by the purchasers thereof) and such Management Stockholder and his/her Permitted Transferees shall so represent and warrant, and shall further represent and warrant that they are the sole beneficial and record owner of such Shares. The Company or Cypress, as applicable, shall deliver at the closing payment in accordance full in immediately available funds for the Shares purchased by it. At such closing, the Company or Cypress, as applicable, and such Management Stockholder and his/her Permitted Transferees shall execute such additional documents as are otherwise necessary or appropriate. Notwithstanding the foregoing, any closing pursuant to this Section 3.3(b) may be delayed in connection with the procedures set forth any required ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ filing or similar filing in Section 2.4 any jurisdiction; provided that each filing Person shall be required to seek all appropriate clearances in connection therewith as soon as possible, including seeking early approval of the Stockholders Agreement proposed purchase or termination of any applicable waiting period, as applicable. (c) The purchase price paid pursuant to Section 3.3(b) by the Company or Cypress, as applicable, shall be (i) the Fair Market Value per share on the date of exercise of such Call Right upon the termination of a Management Stockholder's Employment under any circumstances other than for Cause; provided that with respect to "Offered Securities;" the Shares held by the Management Stockholder on the date hereof and the Shares issued upon exercise of the Rollover Options, the purchase price shall be no less than the imputed price per share paid by the Company pursuant to the Merger Agreement, and (ii) the lower of the cost and the Fair Market Value per share on the date of exercise of such Call Right upon the termination of a Management Stockholder's Employment for Cause. The purchase price may be paid in cash, or, in respect of a Company Call Right, if and only to the extent the Company is prohibited from paying cash under any financing arrangement, (i) by a note payable in installments of up to five years, bearing interest at the prime rate published in The Wall Street Journal on the date of purchase or (ii) by delaying the exercise of the Company Call Right until such financing restrictions expire; provided, however, that if the Company does not elects to pay with a note, the Management Stockholder may elect to either accept the note or allow the Company to delay the exercise the Call within fifteen (15) days after the occurrence of the first Company Call Event, the Call Price for the Option Shares Right (it being repurchased, as determined above, shall be increased by 10% interest (6% interest understood that if the Call Event occurs in connection with the Optionee's termination exercise of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company)Call Right is so delayed, compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of the Company's payment. (c) Notwithstanding any other provision hereof, exercise shall be the day the Company may assign, without the consent of the Optionee, its rights under this Section 6Call Right is actually exercised following such delay). (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the Call shall terminate upon the closing of the Company's Initial Public Offering.

Call Rights. In the event of (i1) the termination of the OptioneeExecutive's employment with Resorts the Company at any time, under any circumstances and for any or no reason, (ii11) a Change in Control or (iii111) any transfer of any Option Shares or Restricted Shares by the Optionee Executive under any circumstances (other than to a trust controlled by the Optionee Executive for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgmentjudgement, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event")purposes, for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company shall have the right to purchase from the OptioneeExecutive, by giving written notice to Executive pursuant hereto and in accordance with the terms hereof and conditions of Section 2.4(e) of the Stockholders Agreement 7(a), below (the "Call") (yx) any or all of such portion of the Option as shall relate to vested Vested and exercisable Exercisable Option Shares as of the date such written notice is given (the "Call Exercise Date"), and/or (zy) any or all Option Shares owned by the Optionee Executive as of the end of business on the Call Exercise DateDate and/or (z) any or all Restricted Shares as of the end of business on the Call Exercise Date as to which the Transfer Restrictions shall have lapsed pursuant to Section 2(c) and which shall not theretofore have been forfeited by Executive pursuant to Section 6(b). (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (yx) above, the Company shall pay the Optionee Executive an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event Termination Date (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee Executive to purchase. (ii) If exercising its rights under (y) or (z) above, the Company shall pay the Optionee Executive an amount equal to the product of (A) the Call Price and (B) the number of Option Shares or Restricted Shares, as applicable, being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior closing with respect to the end exercise of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of take place at the Company's paymentexecutive offices within 30 days following the Call Exercise Date (the "Scheduled Closing Date"). (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the OptioneeExecutive, its rights under this Section 67; provided that no such assignment shall release the Company from its obligations hereunder. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the The Call shall terminate upon the closing of the Company's Initial Public Offering.

Call Rights. In the event of (iI) the termination of the OptioneeExecutive's employment with Resorts the Company at any time, under any circumstances and for any or no reason, (iiII) a Change in Control or (iiiIII) any transfer of any Option Shares or Restricted Shares by the Optionee Executive under any circumstances (other than to a trust controlled by the Optionee Executive for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgmentjudgement, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event")purposes, for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company shall have the right to purchase from the OptioneeExecutive, by giving written notice to Executive pursuant hereto and in accordance with the terms hereof and conditions of Section 2.4(e7(a) of the Stockholders Agreement below (the "Call") (yx) any or all of such portion of the Option as shall relate to vested Vested and exercisable Exercisable Option Shares as of the date such written notice is given (the "Call Exercise Date"), and/or (zy) any or all Option Shares owned by the Optionee Executive as of the end of business on the Call Exercise DateDate and/or (z) any or all Restricted Shares as of the end of business on the Call Exercise Date as to which the Transfer Restrictions shall have lapsed pursuant to Section 2(c) and which shall not theretofore have been forfeited by Executive pursuant to Section 6(b). (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (yx) above, the Company shall pay the Optionee Executive an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event Termination Date (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee Executive to purchase. (ii) If exercising its rights under (y) or (z) above, the Company shall pay the Optionee Executive an amount equal to the product of (A) the Call Price and (B) the number of Option Shares or Restricted Shares, as applicable, being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior closing with respect to the end exercise of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of take place at the Company's paymentexecutive offices within 30 days following the Call Exercise Date (the "Scheduled Closing Date"). (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the OptioneeExecutive, its rights under this Section 67; PROVIDED, that no such assignment shall release the Company from its obligations hereunder. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the The Call shall terminate upon the closing of the Company's Initial Public Offering.

Call Rights. In the event of (ia) the Upon termination of the Optionee's employment with Resorts for any reason following which any Stockholder (or his or her estate or permitted transferee) continues to hold any vested Shares, or at any time, under any circumstances and for any or no reason, (ii) a Change in Control or (iii) any transfer of any Option Shares by other time at the Optionee under any circumstances (other than to a trust controlled by the Optionee for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgment, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event"), for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period")Committee’s sole discretion, the Company shall have the right to purchase from all or a portion of such vested Shares at the Optionee, in accordance with the terms hereof and of Section 2.4(e) of the Stockholders Agreement Call Price (the "Call") (y) any or all of such portion of the Option as shall relate to vested and exercisable Option Shares as of the date by delivering written notice is given to the applicable Stockholder or Stockholders (or his or her estate or permitted transferee) (the "Call Exercise DateNotice"), and/or (z) any or all Option Shares owned by the Optionee as of the end of business on the Call Exercise Date. (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (y) above, the Company shall pay the Optionee an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee to purchase. (ii) If exercising its rights under (z) above, the Company shall pay the Optionee an amount equal to the product of (A) the Call Price and (B) the number of Option Shares being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior to the end Upon delivery of the Call Exercise Period Notice, the Company and the Majority Investor shall, in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided8(d) herein, however, that if the Company does not exercise promptly determine the Call Price hereunder, and within fifteen (15) days after the occurrence Call Price has been determined, the Company shall purchase and the Stockholder shall sell the vested Shares as set forth in the Call Notice (the "Call Closing"). (c) At the Call Closing, the Stockholder shall deliver to the Company duly executed instruments transferring title to the Stockholder Shares to the Company free and clear of all liens and encumbrances, against payment of the first Call Event, the appropriate Call Price for by either (i) cashier's or certified check payable to the Option Shares being repurchased, as determined above, shall be increased Investor or by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination wire transfer of employment immediately available funds to an account designated by the Company for Cause Investor or, to the extent determined by the Committee (as defined in the Employment Plan) in its sole discretion (ii) a number of fully-vested shares of The Ensign Group, Inc. (“Parent Company”) that, when multiplied by the Parent Stock Value, equals the Call Price. For purposes of this Agreement) or , the Optionee's resignation from employment with the Company), compounded annually “Parent Stock Value” of Parent Company common stock will be based on the basis closing price quoted in the NASDAQ System for the Parent Company Stock as of 4:00 P.M., New York time on the actual number Call Closing date. If for any reason the Parent Company is unable to deliver Parent Company common stock in satisfaction of days elapsed over a year of 365 days, from the date of such Call Event until the date of the Company's payment. (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the Optionee, its rights under this Section 6. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the Committee, at its sole discretion, reserves the right to defer or reject the exercise of the Call shall terminate upon until such time delivery of Parent Company common stock is possible. In addition, the closing payment of any Call Price pursuant to the Call may be delayed to the extent the Committee determines it would be advisable in light of the Company's Initial Public Offering’s financial condition or would be required under any loan or other agreement to which the Parent Company or the Company is a party.

Call Rights. In the event of (iI) the termination of the OptioneeExecutive's employment with Resorts the Company at any time, under any circumstances and for any or no reason, (iiII) a Change in Control or (iiiIII) any transfer of any Option Shares or Restricted Shares by the Optionee Executive under any circumstances (other than to a trust controlled by the Optionee Executive for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgmentjudgement, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event")purposes, for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company shall have the right to purchase from the OptioneeExecutive, by giving written notice to the Executive pursuant hereto and in accordance with the terms hereof and conditions of Section 2.4(e8(a) of the Stockholders Agreement below (the "Call") (yx) any or all of such portion of the Option as shall relate to vested Vested and exercisable Exercisable Option Shares as of the date such written notice is given (the "Call Exercise Date"), and/or (zy) any or all Option Shares owned by the Optionee Executive as of the end of business on the Call Exercise DateDate and/or (z) any or all Restricted Shares as of the end of business on the Call Exercise Date as to which the Transfer Restrictions shall have lapsed pursuant to Section 2(c) and which shall not theretofore have been forfeited by Executive pursuant to Section 7(c). (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (yx) above, the Company shall pay the Optionee Executive an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event Termination Date (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee Executive to purchase. (ii) If exercising its rights under (y) or (z) above, the Company shall pay the Optionee Executive an amount equal to the product of (A) the Call Price and (B) the number of Option Shares or Restricted Shares, as applicable, being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior closing with respect to the end exercise of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of take place at the Company's paymentexecutive offices within 30 days following the Call Exercise Date (the "Scheduled Closing Date"). (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the OptioneeExecutive, its rights under this Section 68; PROVIDED, that no such assignment shall release the Company from its obligations hereunder. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the The Call shall terminate upon the closing of the Company's Initial Public Offering.

Call Rights. In the event of (iI) the termination of the OptioneeExecutive's employment with Resorts the Company at any time, under any circumstances and for any or no reason, (iiII) a Change in Control or (iiiIII) any transfer of any Option Shares or Restricted Shares by the Optionee Executive under any circumstances (other than to a trust controlled by the Optionee Executive for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgmentjudgement, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event")purposes, for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company shall have the right to purchase from the OptioneeExecu tive, by giving written notice to the Executive pursuant hereto and in accordance with the terms hereof and conditions of Section 2.4(e8(a) of the Stockholders Agreement below (the "Call") (yx) any or all of such portion of the Option as shall relate to vested Vested and exercisable Exercisable Option Shares as of the date such written notice is given (the "Call Exercise Date"), and/or (zy) any or all Option Shares owned by the Optionee Executive as of the end of business on the Call Exercise DateDate and/or (z) any or all Restricted Shares as of the end of business on the Call Exercise Date as to which the Transfer Restrictions shall have lapsed pursuant to Section 2(c) and which shall not theretofore have been forfeited by Executive pursuant to Section 7(b). (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (yx) above, the Company shall pay the Optionee Executive an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event Termina tion Date (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee Executive to purchase. (ii) If exercising its rights under (y) or (z) above, the Company shall pay the Optionee Executive an amount equal to the product of (A) the Call Price and (B) the number of Option Shares or Restricted Shares, as applicable, being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior closing with respect to the end exercise of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of take place at the Company's paymentexecutive offices within 30 days following the Call Exercise Date (the "Scheduled Closing Date"). (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the OptioneeExecutive, its rights under this Section 68; provided, that no such assignment shall release the Company from its obligations hereunder. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the The Call shall terminate upon the closing of the Company's Initial Public Offering.

Call Rights. In If, prior to the event consummation of (i) the termination of the Optionee's employment with Resorts at any timean IPO, under any circumstances and for any or no reason, (ii) a Change in Control or (iii) any transfer of any Option Shares by the Optionee under any circumstances Management Investor (other than the Estate or the Estate's Permitted Transferees) dies or the Management Investor's (other than the Estate or the Estate's Permitted Transferees) employment by the Company terminates for any rea- son (including due to a trust controlled by Disability, as defined in such Manage- ment Investor's Employment Agreement or any analogous provision of any employment, compensation or benefit agreement or ar- rangement, if any, and if not so defined, upon the Optionee for estate planning purposes, good faith determination of the trustee Board of which agrees in writing to be subject in all events and for all purposes to Directors of the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgment, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event"), for a period commencing on the date Company of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"Disability), the Company shall have the right right, at its election, to purchase from the Optionee, in accordance with the terms hereof and of Section 2.4(eall (but not less than all) of the Stockholders Agreement Management Investor's shares of Common Stock (including any shares held by its Permitted Transferees) within six (6) months after such termination, or fifteen (15) months after such termination in the "Call"case of death of the Management Investor (with respect to any shares of Common Stock acquired after such termination or death upon the exercise of Options held by the Management In- vestor, such period to run from the date of exercise) (y) any or all at a price equal to the Fair Market Value of such portion Common Stock de- termined as of, in all cases other than the death of the Option as shall relate to vested and exercisable Option Shares Man- agement Investor, the date such termination is effective and, in the case of the Management Investor's death, as of the date written notice is given (the "Call Exercise Date"), and/or (z) any or all Option Shares owned by the Optionee as of the end of business on the Call Exercise Date. (a) death. The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (y) above, the Company shall pay the Optionee an amount purchase price in cash equal to the product extent that (x) subsidiaries of the Company are permitted to dividend the funds for such purchase to the Company (Aa "Sub- sidiary Dividend") (under both applicable law and the indebted- ness of the Company and its Affiliates) and (y) the excess, if any, Company is permitted to purchase such shares for cash (under both ap- plicable law and such indebtedness). The Company shall fund any amount not permitted to be funded through a Subsidiary Dividend or to be used to purchase such shares with a Buy-Out Note. The Board of Directors of the Fair Market Value (as defined, for purposes of this Section 6Company may, in its dis- cretion, assign the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as rights and obligations of the first applicable Call Event (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee to purchase. (ii) If exercising its rights under (z) above, the Company shall pay the Optionee an amount equal to the product of (A) the Call Price and (B) the number of Option Shares being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior to the end of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of the Company's payment. (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the Optionee, its rights under this Section 6. (d) Unless 4.1 to any other Person, but no such assignment shall relieve the Company shall have given prior notice of its intent obligations hereunder to exercise the Call, the Call shall terminate upon the closing of the Company's Initial Public Offeringextent not satisfied by such assignee.

Call Rights. In the event of (ia) the Subject to any applicable Restriction, upon termination of a Management Investor’s employment, consultancy or directorship with the Optionee's employment with Resorts at Company or any time, under any circumstances and of its subsidiaries for any or no reason, reason (ii) a Change in Control or (iii) any transfer of any Option Shares by the Optionee under any circumstances (other than to a trust controlled by the Optionee for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's “Call as set forth hereinEvent”), including pursuant prior to any arrangement, proceeding, decree, judgment, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event"), for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period")an IPO, the Company shall have the right (the “Call Right”), exercisable by delivery of a written notice (the “Call Notice”) to purchase from such Management Investor or such Management Investor’s Estate or Permitted Transferee within a period of one year after the Optioneedate of occurrence of any Call Event arising other than as a result of the death of the Management Investor and within a period of six months of the death of the Management Investor in the event of a Call Event arising, as a result of the death of the Management Investor (subject, in accordance with either such case, to extension for up to three months in the terms hereof and of event any Restriction is then in effect or for such other period as provided in Section 2.4(e3.2(d) of the Stockholders Agreement hereof) (the "Call") (y) “Call Notice Period”), to require such Management Investor or such Management Investor’s Estate and Permitted Transferees to sell all or any or all of such portion of the Option Management Shares, provided that any such Management Shares received pursuant to the grant of Options have been held for at least six months owned by such Management Investor or Permitted Transferees (the “Call Shares”) at a price per Call Share equal to the Share Call Price, and upon receipt of such notice the Management Investor who receives such notice shall sell such Call Shares subject to the terms hereof. For purposes of this Section 3.2. the term “Share Call Price” shall mean, as shall relate to vested and exercisable Option Shares determined as of the date written notice is given of the delivery of the applicable Call Notice, (i) in the "event of a termination for Cause, the lesser of the original per share purchase price and the Fair Value Price of the Call Exercise Date")Shares; (ii) in the event of a Voluntary Resignation (y) as to Call Shares that are Protected Shares (as defined below) on the date of the occurrence of the Call Event, and/or the Fair Value Price of the Call Shares determined as of the date of the occurrence of the Call Event and (z) any or all Option as to Call Shares owned by that are not Protected Shares on the Optionee as date of the end occurrence of business on the Call Exercise Date. (a) The following terms and conditions shall apply to Event, the exercise lesser of the Call: original per share purchase price and the Fair Value Price; and (iiii) If exercising its rights under (y) abovein the event of a termination of employment due to death, Disability, Retirement or Involuntary Termination, the Company shall pay the Optionee an amount in cash equal to the product of (A) the excess, if any, Fair Value Price of the Fair Market Value (as defined, for purposes Call Shares. Twenty percent of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as each Management Investor’s Management Shares shall become “Protected Shares” on each of the first applicable Call Event through fifth anniversaries of the date the Shares are issued, (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee to purchase. (ii) If exercising its rights under (z) above, the Company shall pay the Optionee an amount equal to the product of (A) the Call Price and (B) the number of Option Shares being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior to the end of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" “Protected Shares”); provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence Board of Directors may in its sole discretion, provide that twenty-five percent of certain management Investor’s Management Shares shall become protected Shares on each of the first Call Event, through the Call Price for fourth anniversaries of the Option date such shares are issued. All Management Shares being repurchased, as determined above, received pursuant to the exercise of Vested Options shall immediately be increased by 10% interest (6% interest if Protected Shares. In the Call Event occurs event of a Change in connection with the Optionee's termination of employment by the Company for Cause Control (as defined in the Employment AgreementManagement Stock Option Plan) or the Optionee's resignation from employment with the Company), compounded annually on the basis all of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of the Company's paymentManagement Investor’s Management Shares will immediately become Protected Shares. (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the Optionee, its rights under this Section 6. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the Call shall terminate upon the closing of the Company's Initial Public Offering.

Call Rights. In (a) If, prior to the event consummation of an IPO, an Executive Management Investor’s employment by or position with Holdings and all of its Subsidiaries (or their respective successors under the Employment Agreement, if any) is terminated (i) by Holdings or its Subsidiaries (or their respective successors under the termination of the Optionee's employment with Resorts at any timeEmployment Agreement, under any circumstances and if any) for any reason or no reason, (ii) by the Executive Management Investor for any reason, Holdings shall have the right, at its election, to redeem or repurchase all (but not less than all) of the Executive Management Investor’s shares of Holdings Common Stock (including any shares held by any of its Permitted Transferees), and Parent shall have the right, at its election, to purchase all (but not less than all) of the Executive Management Investor’s shares of Parent Common Stock (including any shares held by any of its Permitted Transferees), in each case within twelve months after such termination (with respect to any shares of Holdings Common Stock acquired after such termination upon the exercise or conversion of Holdings Convertible Securities held by the Executive Management Investor, such period to run from the date of exercise or conversion) at a Change price equal to the Fair Market Value of such Holdings Common Stock (or, in Control the case of Parent Common Stock, the Fair Market Value of such shares of Holdings Common Stock as would be issued on the exchange of such Parent Common Stock for Holdings Common Stock pursuant to Section 4.2); provided that neither Holdings nor Parent shall redeem or (iii) purchase any transfer shares held by the Executive Management Investor for less than 185 days; provided further that such twelve-month period shall be tolled for any period during which Holdings or Parent is actively seeking the consent of any Option Shares by the Optionee under any circumstances legal, judicial, regulatory, or other governmental body required to consummate such redemption or repurchase. (other than b) If, prior to an IPO, FPC proposes to make a sale, in a bona fide arm’s-length transaction or series of related transactions to a trust Person not controlled by Fox ▇▇▇▇▇ Management III, LLC, of the Optionee for estate planning purposes, the trustee beneficial interests in at least 50% of which agrees in writing its shares of Holdings Common Stock to be subject in all events and for all purposes to the Company's Call as set forth herein)a Proposed Transferee, including pursuant to any arrangementa stock sale, proceedingmerger, decreebusiness combination, judgmentrecapitalization, order consolidation, reorganization, restructuring or application of law relating to the division of property for domestic relations purposes (each a "Call Event")similar transaction, for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company FPC shall have the right right, exercisable upon 15 days’ prior written notice, to purchase from the Optionee, in accordance with the terms hereof and of Section 2.4(e) of the Stockholders Agreement (the "Call") (y) any or all of any ▇▇▇ Investor’s shares of Holdings Common Stock or Holdings Convertible Securities (including any shares held by such portion ▇▇▇ Investor’s Permitted Transferees) at a price equal to the Fair Market Value of such Holdings Common Stock (or, in the Option case of Holdings Convertible Securities, the Fair Market Value of such shares of Holdings Common Stock as shall relate would be issued on the conversion or exercise of such Holdings Convertible Securities less any cost of such conversion or exercise to vested and exercisable Option Shares the holder), determined as of the date written notice is given (the "Call Exercise Date"), and/or (z) any or all Option Shares owned by the Optionee as of exercise of the end of business on the Call Exercise Datecall right set forth herein. (ac) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (y) aboveHoldings, the Company shall pay the Optionee an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock Parent or Class B Common StockFPC, as applicable, shall pay the purchase price under Section 4.1(a) or Section 4.1(b) in cash to the extent that (i) Holdings, Parent or FPC, as applicable, has sufficient cash on hand to pay the purchase price or Subsidiaries of Holdings or Parent or, in the first case of FPC, Holdings, as applicable, are permitted to distribute the funds required for such purchases to Holdings, Parent or FPC, as applicable Call Event (a “Subsidiary Dividend”) (under both applicable law and the "Call Price") over the Class A Option Exercise Price indebtedness of Holdings or Class B Option Exercise PriceParent, as applicable, and their respective Subsidiaries) and such funds are available and (Bii) the number of shares of Class A Common Stock Holdings, Parent or Class B Common StockFPC, as applicable, that is permitted to purchase such shares for cash (under both applicable law and such indebtedness). To the portion extent not so permitted, the purchase price shall be a continuing obligation of Holdings, Parent or FPC, as applicable, and such amount shall be paid by Holdings, Parent or FPC, as applicable, before the payment of any dividends or distributions to Stockholders and shall accrue interest at the applicable federal rate for a debt instrument with a term of not over 3 years as defined in Section 1274(d) of the Option being purchased by Internal Revenue Code of 1986, as amended (the Company pursuant to the Call would otherwise entitle the Optionee to purchase. (ii) If exercising its rights under (z) above, the Company shall pay the Optionee an amount equal to the product of (A) the Call Price and (B) the number of Option Shares being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior to the end of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" “Applicable Federal Rate”); provided, however, that if any such obligation shall not become such to the Company does not exercise the Call within fifteen (15) days after the occurrence extent it would give rise to a default or potential default under any of the first Call EventHoldings’, the Call Price for the Option Shares being repurchasedParent’s, as determined above, FPC’s or their respective Subsidiaries’ credit arrangements and shall be increased by 10% interest (6% interest if held in suspense until such obligation would not give rise to such event. The Board of Directors of Holdings or Parent or managing body of FPC may, in its discretion, assign the Call Event occurs in connection with the Optionee's termination respective rights and obligations of employment by the Company for Cause (as defined in the Employment Agreement) Holdings, Parent or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of the Company's payment. (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the Optionee, its rights FPC under this Section 6. (d) Unless the Company 4.1 to any other Person, but no such assignment shall have given prior notice relieve Holdings, Parent or FPC, as applicable, of its intent obligations to exercise the Call, the Call shall terminate upon the closing of the Company's Initial Public Offeringextent not satisfied by such assignee.