Common use of Company Call Clause in Contracts

Company Call. (a) If any Management Holder (other than Henr▇) (▇) voluntarily terminates his employment with the Company, (ii) has his employment terminated at any time by the Company for Cause (as defined in such Management Holder's employment agreement), (iii) voluntarily terminates his employment with the Company and executes and delivers to the Company a non-compete agreement (A) in form and substance substantially similar to the non-compete provisions set forth in such Management Holder's employment agreement (without giving effect to any change of control provision contained therein) or (B) if such Management Holder's employment agreement does not contain such non-compete provisions, in form and substance satisfactory to the Company or (iv) is terminated by the Company without Cause (in each case, a "Terminated Management Holder"), then the Company will have the option to purchase (the "Company Call"), and if the Company Call is exercised by the Company, such Management Holder shall sell to the Company, all or any portion (at the Company's option) of the shares of Common Stock and Management Securities Beneficially Owned by such Management Holder. For purposes of this Section 7.2.1(a), termination of any Management Holder's employment with the Company as the result of such Management Holder's death or permanent disability (as defined in the Company's Board of Director-approved disability policy, as in effect from time to time) shall be deemed to constitute termination of such Management Holder's employment by the Company without Cause. (b) If Henr▇ (▇) voluntarily terminates his employment with the Company prior to the second anniversary of the Effective Date, or (ii) has his employment terminated at any time by the Company for Cause (as defined in the Henr▇ ▇▇▇loyment Agreement), then the Company will have a Company Call, and if the Company Call is exercised by the Company, Henr▇ (▇▇d any Henr▇ ▇▇▇ily Member to whom Henr▇ ▇▇▇ transferred Securities pursuant to a Family Transfer) shall sell to the Company, all or any portion (at the Company's option) of the shares of Common Stock and Management Securities Beneficially Owned by Henr▇ ▇▇▇ all such Henr▇ ▇▇▇ily Members. (c) The Company shall give notice in writing to the Terminated Management Holder or Henr▇, ▇▇ the case may be, of the exercise of the Company Call within one hundred eighty (180) days from the date of the 36 156 termination of the Terminated Management Holder's or Henry's employment, as applicable. If no notice is given within the time limit specified above, the Company Call shall terminate.

Company Call. (a) If any Management Holder (other than Henr▇▇▇▇▇) (▇i) voluntarily terminates his employment with the Company, (ii) has his employment terminated at any time by the Company for Cause (as defined in such Management Holder's employment agreement), (iii) voluntarily terminates his employment with the Company and executes and delivers to the Company a non-compete agreement (A) in form and substance substantially similar to the non-compete provisions set forth in such Management Holder's employment agreement (without giving effect to any change of control provision contained therein) or (B) if such Management Holder's employment agreement does not contain such non-compete provisions, in form and substance satisfactory to the Company or (iv) is terminated by the Company without Cause (in each case, a "Terminated Management Holder"), then the Company will have the option to purchase (the "Company Call"), and if the Company Call is exercised by the Company, such Management Holder shall sell to the Company, all or any portion (at the Company's option) of the shares of Common Stock and Management Securities Beneficially Owned by such Management Holder. For purposes of this Section 7.2.1(a), termination of any Management Holder's employment with the Company as the result of such Management Holder's death or permanent disability (as defined in the Company's Board of Director-approved disability policy, as in effect from time to time) shall be deemed to constitute termination of such Management Holder's employment by the Company without Cause. (b) If Henr▇▇▇▇▇ (▇i) voluntarily terminates his employment with the Company prior to the second anniversary of the Effective Date, or (ii) has his employment terminated at any time by the Company for Cause (as defined in the Henr▇ ▇▇▇loyment ▇▇ Employment Agreement), then the Company will have a Company Call, and if the Company Call is exercised by the Company, Henr▇ (▇▇d any Henr▇ ▇▇▇ily ▇▇ (and any ▇▇▇▇▇ Family Member to whom Henr▇ ▇▇▇▇▇ has transferred Securities pursuant to a Family Transfer) shall sell to the Company, all or any portion (at the Company's option) of the shares of Common Stock and Management Securities Beneficially Owned by Henr▇ ▇▇▇▇▇ and all such Henr▇ ▇▇▇ily ▇▇ Family Members. (c) The Company shall give notice in writing to the Terminated Management Holder or Henr▇▇▇▇▇, ▇▇ as the case may be, of the exercise of the Company Call within one hundred eighty (180) days from the date of the 36 156 termination of the Terminated Management Holder's or Henry's employment, as applicable. If no notice is given within the time limit specified above, the Company Call shall terminate.