Common use of SEPARATION REPURCHASE OPTION Clause in Contracts

SEPARATION REPURCHASE OPTION. (i) Subject to the terms and conditions set forth in this SECTION 3(a) and SECTION 5 below, the Company and the Equity Investors will 5 have the right to repurchase (the "SEPARATION REPURCHASE OPTION") from Executive and his transferees (other than the Company and the Equity Investors) all or any portion of (A) the Unvested Common Units, in the event Executive ceases to be employed by the Company, Employer and their respective Subsidiaries for any reason, and (B) the Vested Carried Common Units and the Co-Invest Units, in the event of Executive's (I) death, (II) Disability, (III) resignation other than for Good Reason from Executive's employment with the Company, Employer or any of their respective Subsidiaries, (IV) employment termination with Cause by the Company, Employer or any of their respective Subsidiaries or (V) employment termination when there is Substantial Underperformance (each a "SEPARATION REPURCHASE EVENT"). The Separation Repurchase Option with respect to Vested Units under SECTIONS 3(a)(i)(B)(I) and 3(a)(i)(B)(II) shall be valid only if Executive fails to exercise the Separation Put Right (if applicable) within the Put Election Period provided in SECTION 4(a)(i) below. The Company may assign its repurchase rights set forth in this SECTION 3(a) to any Person. (ii) For any Separation Repurchase Option, (A) the purchase price for each Unvested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the date of the Separation Repurchase Event, (B) the purchase price for each Vested Common Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase Event; PROVIDED THAT, if Executive's employment is terminated with Cause, the purchase price for each Vested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date of Executive's termination with Cause and (C) the purchase price for each Class B Preferred Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase Event; PROVIDED THAT, if Executive's employment is terminated with Cause, the purchase price for each Class B Preferred Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date of Executive's termination with Cause. (iii) The Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Units and/or the Vested Units by delivering written notice (the "SEPARATION REPURCHASE NOTICE") to the holder or holders of such securities within ninety (90) days after the Separation Repurchase Event. The Separation Repurchase Notice will set forth the number of Unvested Common Units and Vested Units to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Separation Repurchase Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the Permitted Transferee(s) of Executive Securities under this Agreement, PRO RATA according to the number of Executive Securities held by such Permitted Transferee(s) at the time of delivery of such Separation Repurchase Notice (determined as nearly as practicable to the nearest unit). The number of Unvested Common Units and Vested Units to be repurchased hereunder will be allocated among Executive and the Permitted Transferee(s) of Executive Securities (if any) PRO RATA according to the number of Executive Securities to be purchased from such Person. (iv) If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Separation Repurchase Option, the Equity Investors shall be entitled to exercise the Separation Repurchase Option for all or any portion of the Executive Securities the Company has not elected to purchase (the "AVAILABLE SEPARATION SECURITIES"). As soon as practicable after the Company has determined that there will be Available Separation Securities, but in any event within four months after the Separation Repurchase Event, the Company shall give written notice (the "SEPARATION OPTION NOTICE") to the Equity Investors setting forth the number of Available Separation Securities and the purchase price for the Available Separation Securities. The Equity Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within 30 days after the Separation Option Notice has been given by the Company. If the Equity Investors elect to purchase an aggregate number greater than the number of Available Separation Securities, the Available Separation Securities shall be allocated among the Equity Investors based upon the number of Common Units owned by each Equity Investor. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Executive Securities under this Agreement as to the number of units being purchased from such holder by the Equity Investors (the "SUPPLEMENTAL SEPARATION REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to such holder(s) of Executive Securities, the Company shall also deliver written notice to each Equity Investor setting forth the number of units such Equity Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (v) The closing of the purchase of the Executive Securities pursuant to the Separation Repurchase Option shall take place on the date designated by the Company in the Separation Repurchase Notice or Supplemental Separation Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Separation Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) if the purchase is being made by a corporate successor to the Company, the issuance of a subordinated promissory note of such successor bearing interest at a rate equal to the prime rate (as published in THE WALL STREET JOURNAL from time to time) and having such maturity as the Company shall determine in good faith, not to exceed three years, (C) issuing in exchange for such securities a number of the Company's Class A Preferred Units (having the rights and preferences set forth in the LLC Agreement) equal to (I) the aggregate portion of the repurchase price for such Executive Securities determined in accordance with this SECTION 3(a) paid by the issuance of Class A Preferred Units DIVIDED BY (II) 1,000, and for purposes of the LLC Agreement each such Class A Preferred Unit shall as of its issuance be deemed to have Capital Contributions made with respect to such Class A Preferred Unit equal to $1,000, or (D) any combination of clauses (A), (B) and (C) as the Board may elect in its discretion. Each Equity Investor will pay for the Executive Securities purchased by it by a check or wire transfer of immediately available funds. The Company and the Equity Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. By way of example only for the purpose of clarifying the mechanics of SECTION 3(a)(v)(C), if the Company intends to repurchase 20,025,000 Common Units by issuance of Class A Preferred Units and the aggregate repurchase price for such Common Units determined in accordance with this SECTION 3(a) is $400,500, then the Company would issue to Executive 400.5 Class A Preferred Units, and for purposes of the LLC Agreement each whole Class A Preferred Unit issued to Executive would as of its issuance be deemed to have Capital Contributions made for such Class A Preferred Unit of $1,000, and the Capital Contributions made for the one-half Class A Preferred Unit would be $500. (vi) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Executive Securities is finally determined to be an amount at least 10% greater than the per unit repurchase price for such unit of Executive Securities in the Separation Repurchase Notice or in the Supplemental Separation Repurchase Notice, each of the Company and the Equity Investors shall have the right to revoke its exercise of the Separation Repurchase Option for all or any portion of the Executive Securities elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Executive Securities during the thirty-day period beginning on the date that the Company and/or the Equity Investors are given written notice that the Fair Market Value of a unit of Executive Securities was finally determined to be an amount at least 10% greater than the per unit repurchase price for Executive Securities set forth in the Separation Repurchase Notice or in the Supplemental Separation Repurchase Notice.

SEPARATION REPURCHASE OPTION. (i) Subject to the terms and conditions set forth in this SECTION 3(a) and SECTION 5 below, the Company and the Equity Investors will 5 have the right to repurchase (the "SEPARATION REPURCHASE OPTION") from Executive and his transferees (other than the Company and the Equity Investors) all or any portion of (A) the Unvested Common Units, in the event Executive ceases to be employed by the Company, Employer and their respective Subsidiaries for any reason, and (B) the Vested Carried Common Units and the Co-Invest Units, in the event of Executive's (I) death, (II) Disability, (IIIiii) resignation other than for Good Reason from Executive's employment with the Company, Employer or any of their respective Subsidiaries, (IViv) employment termination with Cause by the Company, Employer or any of their respective Subsidiaries or (V) employment termination when there is Substantial Underperformance (each a "SEPARATION REPURCHASE EVENT"). The Separation Repurchase Option with respect to Vested Units under SECTIONS 3(a)(i)(B)(I) and 3(a)(i)(B)(II) shall be valid only if Executive fails to exercise the Separation Put Right (if applicable) within the Put Election Period provided in SECTION 4(a)(i) below. The Company may assign its repurchase rights set forth in this SECTION 3(a) to any Person. (ii) For any Separation Repurchase Option, (A) the purchase price for each Unvested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the date of the Separation Repurchase Event, (B) the purchase price for each Vested Common Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase Event; PROVIDED THAT, if Executive's employment is terminated with Cause, the purchase price for each Vested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date of Executive's termination with Cause and (C) the purchase price for each Class B Preferred Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase Event; PROVIDED THAT, if Executive's employment is terminated with Cause, the purchase price for each Class B Preferred Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date of Executive's termination with Cause. (iii) The Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Units and/or the Vested Units by delivering written notice (the "SEPARATION REPURCHASE NOTICE") to the holder or holders of such securities within ninety (90) days after the Separation Repurchase Event. The Separation Repurchase Notice will set forth the number of Unvested Common Units and Vested Units to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Separation Repurchase Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the Permitted Transferee(s) of Executive Securities under this Agreement, PRO RATA according to the number of Executive Securities held by such Permitted Transferee(s) at the time of delivery of such Separation Repurchase Notice (determined as nearly as practicable to the nearest unit). The number of Unvested Common Units and Vested Units to be repurchased hereunder will be allocated among Executive and the Permitted Transferee(s) of Executive Securities (if any) PRO RATA according to the number of Executive Securities to be purchased from such Person. (iv) If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Separation Repurchase Option, the Equity Investors shall be entitled to exercise the Separation Repurchase Option for all or any portion of the Executive Securities the Company has not elected to purchase (the "AVAILABLE SEPARATION SECURITIES"). As soon as practicable after the Company has determined that there will be Available Separation Securities, but in any event within four months after the Separation Repurchase Event, the Company shall give written notice (the "SEPARATION OPTION NOTICE") to the Equity Investors setting forth the number of Available Separation Securities and the purchase price for the Available Separation Securities. The Equity Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within 30 days after the Separation Option Notice has been given by the Company. If the Equity Investors elect to purchase an aggregate number greater than the number of Available Separation Securities, the Available Separation Securities shall be allocated among the Equity Investors based upon the number of Common Units owned by each Equity Investor. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Executive Securities under this Agreement as to the number of units being purchased from such holder by the Equity Investors (the "SUPPLEMENTAL SEPARATION REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to such holder(s) of Executive Securities, the Company shall also deliver written notice to each Equity Investor setting forth the number of units such Equity Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (v) The closing of the purchase of the Executive Securities pursuant to the Separation Repurchase Option shall take place on the date designated by the Company in the Separation Repurchase Notice or Supplemental Separation Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Separation Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) if the purchase is being made by a corporate successor to the Company, the issuance of a subordinated promissory note of such successor bearing interest at a rate equal to the prime rate (as published in THE WALL STREET JOURNAL from time to time) and having such maturity as the Company shall determine in good faith, not to exceed three years, (C) issuing in exchange for such securities a number of the Company's Class A Preferred Units (having the rights and preferences set forth in the LLC Agreement) equal to (I) the aggregate portion of the repurchase price for such Executive Securities determined in accordance with this SECTION 3(a) paid by the issuance of Class A Preferred Units DIVIDED BY (II) 1,000, and for purposes of the LLC Agreement each such Class A Preferred Unit shall as of its issuance be deemed to have Capital Contributions made with respect to such Class A Preferred Unit equal to $1,000, or (D) any combination of clauses (A), (B) and (C) as the Board may elect in its discretion. Each Equity Investor will pay for the Executive Securities purchased by it by a check or wire transfer of immediately available funds. The Company and the Equity Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. By way of example only for the purpose of clarifying the mechanics of SECTION 3(a)(v)(C), if the Company intends to repurchase 20,025,000 Common Units by issuance of Class A Preferred Units and the aggregate repurchase price for such Common Units determined in accordance with this SECTION 3(a) is $400,500, then the Company would issue to Executive 400.5 Class A Preferred Units, and for purposes of the LLC Agreement each whole Class A Preferred Unit issued to Executive would as of its issuance be deemed to have Capital Contributions made for such Class A Preferred Unit of $1,000, and the Capital Contributions made for the one-half Class A Preferred Unit would be $500. (vi) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Executive Securities is finally determined to be an amount at least 10% greater than the per unit repurchase price for such unit of Executive Securities in the Separation Repurchase Notice or in the Supplemental Separation Repurchase Notice, each of the Company and the Equity Investors shall have the right to revoke its exercise of the Separation Repurchase Option for all or any portion of the Executive Securities elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Executive Securities during the thirty-day period beginning on the date that the Company and/or the Equity Investors are given written notice that the Fair Market Value of a unit of Executive Securities was finally determined to be an amount at least 10% greater than the per unit repurchase price for Executive Securities set forth in the Separation Repurchase Notice or in the Supplemental Separation Repurchase Notice.

SEPARATION REPURCHASE OPTION. (i) Subject to the terms and conditions set forth in this SECTION 3(a) and SECTION 5 below, the Company and the Equity Investors will 5 have the right to repurchase (the "SEPARATION REPURCHASE OPTION") from Executive and his transferees (other than the Company and the Equity Investors) all or any portion of (A) the Unvested Common Units, in the event Executive ceases to be employed by the Company, Employer and their respective Subsidiaries for any reason, and (B) the Vested Carried Common Units and the Co-Invest Units, in the event of Executive's (I) death, (II) Disability, (III) resignation other than for Good Reason from Executive's employment with the Company, Employer or any of their respective Subsidiaries, (IV) employment termination with Cause by the Company, Employer or any of their respective Subsidiaries or (V) employment termination when there is Substantial Underperformance (each a "SEPARATION REPURCHASE EVENT"). The Separation Repurchase Option with respect to Vested Units under SECTIONS 3(a)(i)(B)(I3(a)(B)(I) and 3(a)(i)(B)(II) shall be valid only if Executive fails to exercise the Separation Put Right (if applicable) within the Put Election Period provided in SECTION 4(a)(i) below. The Company may assign its repurchase rights set forth in this SECTION 3(a) to any Person. (ii) For any Separation Repurchase Option, (A) the purchase price for each Unvested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the date of the Separation Repurchase Event, (B) the purchase price for each Vested Common Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase Event; PROVIDED THAT, if Executive's employment is terminated with Cause, the purchase price for each Vested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date of Executive's termination with Cause and (C) the purchase price for each Class B Preferred Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase Event; PROVIDED THAT, if Executive's employment is terminated with Cause, the purchase price for each Class B Preferred Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date of Executive's termination with Cause. (iii) The Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Units and/or the Vested Units by delivering written notice (the "SEPARATION REPURCHASE NOTICE") to the holder or holders of such securities within ninety (90) days after the Separation Repurchase Event. The Separation Repurchase Notice will set forth the number of Unvested Common Units and Vested Units to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Separation Repurchase Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the Permitted Transferee(s) of Executive Securities under this Agreement, PRO RATA according to the number of Executive Securities held by such Permitted Transferee(s) at the time of delivery of such Separation Repurchase Notice (determined as nearly as practicable to the nearest unit). The number of Unvested Common Units and Vested Units to be repurchased hereunder will be allocated among Executive and the Permitted Transferee(s) of Executive Securities (if any) PRO RATA according to the number of Executive Securities to be purchased from such Person. (iv) If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Separation Repurchase Option, the Equity Investors shall be entitled to exercise the Separation Repurchase Option for all or any portion of the Executive Securities the Company has not elected to purchase (the "AVAILABLE SEPARATION SECURITIES"). As soon as practicable after the Company has determined that there will be Available Separation Securities, but in any event within four months after the Separation Repurchase Event, the Company shall give written notice (the "SEPARATION OPTION NOTICE") to the Equity Investors setting forth the number of Available Separation Securities and the purchase price for the Available Separation Securities. The Equity Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within 30 days after the Separation Option Notice has been given by the Company. If the Equity Investors elect to purchase an aggregate number greater than the number of Available Separation Securities, the Available Separation Securities shall be allocated among the Equity Investors based upon the number of Common Units owned by each Equity Investor. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Executive Securities under this Agreement as to the number of units being purchased from such holder by the Equity Investors (the "SUPPLEMENTAL SEPARATION REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to such holder(s) of Executive Securities, the Company shall also deliver written notice to each Equity Investor setting forth the number of units such Equity Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (v) The closing of the purchase of the Executive Securities pursuant to the Separation Repurchase Option shall take place on the date designated by the Company in the Separation Repurchase Notice or Supplemental Separation Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Separation Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) if the purchase is being made by a corporate successor to the Company, the issuance of a subordinated promissory note of such successor bearing interest at a rate equal to the prime rate (as published in THE WALL STREET JOURNAL from time to time) and having such maturity as the Company shall determine in good faith, not to exceed three years, (C) issuing in exchange for such securities a number of the Company's Class A Preferred Units (having the rights and preferences set forth in the LLC Agreement) equal to (I) the aggregate portion of the repurchase price for such Executive Securities determined in accordance with this SECTION 3(a) paid by the issuance of Class A Preferred Units DIVIDED BY (II) 1,000, and for purposes of the LLC Agreement each such Class A Preferred Unit shall as of its issuance be deemed to have Capital Contributions made with respect to such Class A Preferred Unit equal to $1,000, or (D) any combination of clauses (A), (B) and (C) as the Board may elect in its discretion. Each Equity Investor will pay for the Executive Securities purchased by it by a check or wire transfer of immediately available funds. The Company and the Equity Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. By way of example only for the purpose of clarifying the mechanics of SECTION 3(a)(v)(C), if the Company intends to repurchase 20,025,000 Common Units by issuance of Class A Preferred Units and the aggregate repurchase price for such Common Units determined in accordance with this SECTION 3(a) is $400,500, then the Company would issue to Executive 400.5 Class A Preferred Units, and for purposes of the LLC Agreement each whole Class A Preferred Unit issued to Executive would as of its issuance be deemed to have Capital Contributions made for such Class A Preferred Unit of $1,000, and the Capital Contributions made for the one-half Class A Preferred Unit would be $500. (vi) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Executive Securities is finally determined to be an amount at least 10% greater than the per unit repurchase price for such unit of Executive Securities in the Separation Repurchase Notice or in the Supplemental Separation Repurchase Notice, each of the Company and the Equity Investors shall have the right to revoke its exercise of the Separation Repurchase Option for all or any portion of the Executive Securities elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Executive Securities during the thirty-day period beginning on the date that the Company and/or the Equity Investors are given written notice that the Fair Market Value of a unit of Executive Securities was finally determined to be an amount at least 10% greater than the per unit repurchase price for Executive Securities set forth in the Separation Repurchase Notice or in the Supplemental Separation Repurchase Notice.

SEPARATION REPURCHASE OPTION. (i) Subject to the terms and conditions set forth in this SECTION 3(a) and SECTION 5 below, the Company and the Equity Investors will 5 have the right to repurchase (the "SEPARATION REPURCHASE OPTION") from Executive and his transferees (other than the Company and the Equity Investors) all or any portion of (A) the Unvested Common Units, in the event Executive ceases to be employed by the Company, Employer and their respective Subsidiaries for any reason, and (B) the Vested Carried Common Units and the Co-Invest Units, in the event of Executive's (I) death, (II) Disability, (III) resignation other than for Good Reason from Executive's employment with the Company, Employer or any of their respective Subsidiaries, (IV) employment termination with Cause by the Company, Employer or any of their respective Subsidiaries or (V) employment termination when there is Substantial Underperformance (each a "SEPARATION REPURCHASE EVENT"). The Separation Repurchase Option with respect to Vested Common Units under SECTIONS 3(a)(i)(B)(I) and 3(a)(i)(B)(II) shall be valid only if Executive fails to exercise the Separation Put Right (his put rights, if applicable) any, under SECTION 4 below within the Put Election Period provided in such SECTION 4(a)(i) below4(a). The Company may assign its repurchase rights set forth in this SECTION 3(a) to any Person. (ii) For any Separation Repurchase Option, (A) the purchase price for each Unvested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the date of the Separation Repurchase Event, Event and (B) the purchase price for each Vested Common Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase Event; PROVIDED THAT, if Executive's employment is terminated with Cause, the purchase price for each Vested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date of Executive's termination with Cause and (C) the purchase price for each Class B Preferred Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase EventCause; PROVIDED FURTHER THAT, if the preceding proviso shall not apply in the event Executive's employment is terminated with Cause, the purchase price for each Class B Preferred Unit will be the lesser of pursuant to clause (Ivi) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date definition of Executive's termination with CauseCause provided herein. (iii) The Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Units and/or the Vested Common Units by delivering written notice (the "SEPARATION REPURCHASE NOTICE") to the holder or holders of such securities within ninety (90) days after the Separation Repurchase Event. The Separation Repurchase Notice will set forth the number of Unvested Common Units and Vested Common Units to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Separation Repurchase Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the Permitted Transferee(s) of Executive Securities under this Agreement, PRO RATA according to the number of Executive Securities held by such Permitted Transferee(s) at the time of delivery of such Separation Repurchase Notice (determined as nearly as practicable to the nearest unit). The number of Unvested Common Units and Vested Common Units to be repurchased hereunder will be allocated among Executive and the Permitted Transferee(s) of Executive Securities (if any) PRO RATA according to the number of Executive Securities to be purchased from such Person. (iv) If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Separation Repurchase Option, the Equity Investors shall be entitled to exercise the Separation Repurchase Option for all or any portion of the Executive Securities the Company has not elected to purchase (the "AVAILABLE SEPARATION SECURITIES"). As soon as practicable after the Company has determined that there will be Available Separation Securities, but in any event within four months after the Separation Repurchase Event, the Company shall give written notice (the "SEPARATION OPTION NOTICE") to the Equity Investors setting forth the number of Available Separation Securities and the purchase price for the Available Separation Securities. The Equity Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within 30 days after the Separation Option Notice has been given by the Company. If the Equity Investors elect to purchase an aggregate number greater than the number of Available Separation Securities, the Available Separation Securities shall be allocated among the Equity Investors based upon the number of Common Units owned by each Equity Investor. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Executive Securities under this Agreement as to the number of units being purchased from such holder by the Equity Investors (the "SUPPLEMENTAL SEPARATION REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to such holder(s) of Executive Securities, the Company shall also deliver written notice to each Equity Investor setting forth the number of units such Equity Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (v) The closing of the purchase of the Executive Securities pursuant to the Separation Repurchase Option shall take place on the date designated by the Company in the Separation Repurchase Notice or Supplemental Separation Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Separation Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) if the purchase is being made by a corporate successor to the Company, the issuance of a subordinated promissory note of such successor bearing interest at a rate equal to the prime rate (as published in THE WALL STREET JOURNAL from time to time) and having such maturity as the Company shall determine in good faith, not to exceed three years, (C) issuing in exchange for such securities a number of the Company's Class A Preferred Units (having the rights and preferences set forth in the LLC Agreement) equal to (I) the aggregate portion of the repurchase price for such Executive Securities determined in accordance with this SECTION 3(a) paid by the issuance of Class A Preferred Units DIVIDED BY (II) 1,000, and for purposes of the LLC Agreement each such Class A Preferred Unit shall as of its issuance be deemed to have Capital Contributions (as defined in the LLC Agreement) made with respect to such Class A Preferred Unit equal to $1,000, or (D) any combination of clauses (A), (B) and (C) as the Board may elect in its discretion. Each Equity Investor will pay for the Executive Securities purchased by it by a check or wire transfer of immediately available funds. The Company and the Equity Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. By way of example only for the purpose of clarifying the mechanics of SECTION 3(a)(v)(C), if the Company intends to repurchase 20,025,000 10,000 Common Units by issuance of Class A Preferred Units and the aggregate repurchase price for such Common Units determined in accordance with this SECTION 3(a) is $400,500, then the Company would issue to Executive 400.5 Class A Preferred Units, and for purposes of the LLC Agreement each whole Class A Preferred Unit issued to Executive would as of its issuance be deemed to have Capital Contributions made for such Class A Preferred Unit of $1,000, and the Capital Contributions made for the one-half Class A Preferred Unit would be $500. (vi) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Executive Securities is finally determined to be an amount at least 10% greater than the per unit repurchase price for such unit of Executive Securities in the Separation Repurchase Notice or in the Supplemental Separation Repurchase Notice, each of the Company and the Equity Investors shall have the right to revoke its exercise of the Separation Repurchase Option for all or any portion of the Executive Securities elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Executive Securities during the thirty-day period beginning on the date that the Company and/or the Equity Investors are given written notice that the Fair Market Value of a unit of Executive Securities was finally determined to be an amount at least 10% greater than the per unit repurchase price for Executive Securities set forth in the Separation Repurchase Notice or in the Supplemental Separation Repurchase Notice.

SEPARATION REPURCHASE OPTION. (i) Subject to the terms and conditions set forth in this SECTION 3(a) and SECTION 5 below, the Company and the Equity Investors will 5 have the right to repurchase (the "SEPARATION REPURCHASE OPTION") from Executive and his transferees (other than the Company and the Equity Investors) all or any portion of (A) the Unvested Common Units, in the event Executive ceases to be employed by the Company, Employer and their respective Subsidiaries for any reason, and (B) the Vested Carried Common Units and the Co-Invest Units, in the event of Executive's (I) death, (II) Disability, (III) resignation other than for Good Reason from Executive's employment with the Company, Employer or any of their respective Subsidiaries, (IV) employment termination with Cause by the Company, Employer or any of their respective Subsidiaries or (V) employment termination when there is Substantial Underperformance (each a "SEPARATION REPURCHASE EVENT"). The Separation Repurchase Option with respect to Vested Common Units under SECTIONS 3(a)(i)(B)(I) and 3(a)(i)(B)(II) shall be valid only if Executive fails to exercise the Separation Put Right (his put rights, if applicable) any, under SECTION 4 below within the Put Election Period provided in such SECTION 4(a)(i) below4(a). The Company may assign its repurchase rights set forth in this SECTION 3(a) to any Person. (ii) For any Separation Repurchase Option, (A) the purchase price for each Unvested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the date of the Separation Repurchase Event, Event and (B) the purchase price for each Vested Common Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase Event; PROVIDED THAT, if Executive's employment is terminated with Cause, the purchase price for each Vested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date of Executive's termination with Cause and (C) the purchase price for each Class B Preferred Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase Event; PROVIDED THAT, if Executive's employment is terminated with Cause, the purchase price for each Class B Preferred Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date of Executive's termination with Cause. (iii) The Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Units and/or the Vested Common Units by delivering written notice (the "SEPARATION REPURCHASE NOTICE") to the holder or holders of such securities within ninety (90) days after the Separation Repurchase Event. The Separation Repurchase Notice will set forth the number of Unvested Common Units and Vested Common Units to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Separation Repurchase Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the Permitted Transferee(s) of Executive Securities under this Agreement, PRO RATA according to the number of Executive Securities held by such Permitted Transferee(s) at the time of delivery of such Separation Repurchase Notice (determined as nearly as practicable to the nearest unit). The number of Unvested Common Units and Vested Common Units to be repurchased hereunder will be allocated among Executive and the Permitted Transferee(s) of Executive Securities (if any) PRO RATA according to the number of Executive Securities to be purchased from such Person. (iv) If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Separation Repurchase Option, the Equity Investors shall be entitled to exercise the Separation Repurchase Option for all or any portion of the Executive Securities the Company has not elected to purchase (the "AVAILABLE SEPARATION SECURITIES"). As soon as practicable after the Company has determined that there will be Available Separation Securities, but in any event within four months after the Separation Repurchase Event, the Company shall give written notice (the "SEPARATION OPTION NOTICE") to the Equity Investors setting forth the number of Available Separation Securities and the purchase price for the Available Separation Securities. The Equity Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within 30 days after the Separation Option Notice has been given by the Company. If the Equity Investors elect to purchase an aggregate number greater than the number of Available Separation Securities, the Available Separation Securities shall be allocated among the Equity Investors based upon the number of Common Units owned by each Equity Investor. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Executive Securities under this Agreement as to the number of units being purchased from such holder by the Equity Investors (the "SUPPLEMENTAL SEPARATION REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to such holder(s) of Executive Securities, the Company shall also deliver written notice to each Equity Investor setting forth the number of units such Equity Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (v) The closing of the purchase of the Executive Securities pursuant to the Separation Repurchase Option shall take place on the date designated by the Company in the Separation Repurchase Notice or Supplemental Separation Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Separation Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) if the purchase is being made by a corporate successor to the Company, the issuance of a subordinated promissory note of such successor bearing interest at a rate equal to the prime rate (as published in THE WALL STREET JOURNAL from time to time) and having such maturity as the Company shall determine in good faith, not to exceed three years, (C) issuing in exchange for such securities a number of the Company's Class A Preferred Units (having the rights and preferences set forth in the LLC Agreement) equal to (I) the aggregate portion of the repurchase price for such Executive Securities determined in accordance with this SECTION 3(a) paid by the issuance of Class A Preferred Units DIVIDED BY (II) 1,000, and for purposes of the LLC Agreement each such Class A Preferred Unit shall as of its issuance be deemed to have Capital Contributions (as defined in the LLC Agreement) made with respect to such Class A Preferred Unit equal to $1,000, or (D) any combination of clauses (A), (B) and (C) as the Board may elect in its discretion. Each Equity Investor will pay for the Executive Securities purchased by it by a check or wire transfer of immediately available funds. The Company and the Equity Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. By way of example only for the purpose of clarifying the mechanics of SECTION 3(a)(v)(C), if the Company intends to repurchase 20,025,000 10,000 Common Units by issuance of Class A Preferred Units and the aggregate repurchase price for such Common Units determined in accordance with this SECTION 3(a) is $400,500, then the Company would issue to Executive 400.5 Class A Preferred Units, and for purposes of the LLC Agreement each whole Class A Preferred Unit issued to Executive would as of its issuance be deemed to have Capital Contributions made for such Class A Preferred Unit of $1,000, and the Capital Contributions made for the one-half Class A Preferred Unit would be $500. (vi) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Executive Securities is finally determined to be an amount at least 10% greater than the per unit repurchase price for such unit of Executive Securities in the Separation Repurchase Notice or in the Supplemental Separation Repurchase Notice, each of the Company and the Equity Investors shall have the right to revoke its exercise of the Separation Repurchase Option for all or any portion of the Executive Securities elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Executive Securities during the thirty-day period beginning on the date that the Company and/or the Equity Investors are given written notice that the Fair Market Value of a unit of Executive Securities was finally determined to be an amount at least 10% greater than the per unit repurchase price for Executive Securities set forth in the Separation Repurchase Notice or in the Supplemental Separation Repurchase Notice.