Common use of Put Option Clause in Contracts

Put Option. (a) Prior to the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the death of Executive or is terminated by the Company or any of its Subsidiaries as a result of the Disability of Executive, Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Group, all (but not less than all) of the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by Executive’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company.

Put Option. (a) Prior to the occurrence of the initial Public Offeringan IPO, if Executive’s employment with the Company and its Subsidiaries terminates is terminated (x) due to the death of Executive or is terminated (y) by the Company or any of and its Subsidiaries as a result of the Disability of Executive, then Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Family Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Family Group, all (but not less than all) of the number of Vested Incentive Units then held by Executive’s Family Group that equals all such Vested Incentive Units collectively held by Executive’s Family Group at a price per Unit equal to the Fair Market Value of such Vested Incentive Units (measured as of the date that the relevant election to purchase such Incentive Units is delivered (the “Valuation Repurchase Notice Date”)). In order to exercise its rights with respect to the Vested Incentive Units pursuant to this Section 4.1(a5.1(a), Executive’s Family Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units Incentive Units of the Company held by Executive’s Family Group in accordance with the terms of the agreements pursuant to which such other units Incentive Units were acquired from the Company.

Put Option. (a) Prior to the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the death of Executive or is terminated by the Company or any of its Subsidiaries or by Executive as a result of the Disability of Executive’s Disability, Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Group, all (but not less than all) of the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by Executive’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company.

Put Option. (a) Prior to If the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries subsidiaries terminates due to the Disability, death of Executive or is terminated by the Company or any of its Subsidiaries as a result Retirement of the Disability Executive prior to the earlier of Executive(i) a Public Offering or (ii) a Sale of the Company, the Executive and the Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Executive Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 90 days following the date that is 210 days six (6) months after the Termination Datedate of such termination of employment of the Executive, to sell to the Company (the “Put Right”)Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s the Executive Group, all (but not less than all) of the number of Vested Units then held by Executive’s the Executive Group that equals all Vested the sum of (i) the product of (x) the total number of Class B Units collectively held by Executive’s the Executive Group and (y) the Applicable Percentage (measured as of the Termination Date), at a price per Unit equal to the Fair Market Value applicable purchase price determined pursuant to Section 4.1(c) and (ii) the total number of such Class C and Class D Units (measured as of collectively held by the date that Executive Group for which the relevant election performance goals set forth in LLC Agreement have been achieved prior to the termination, at a price per Unit equal to the applicable purchase such Units is delivered (the “Valuation Date”)price determined pursuant to Section 4.1(c). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s the Executive Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by Executive’s the Executive Group in accordance with the terms of the agreements pursuant to which such other units were acquired purchased from the Company.

Put Option. (a) Prior to if the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the Disability or death of the Executive prior to the earlier of (i) an initial Public Offering or is terminated by (ii) a Change of Control, the Company or any of its Subsidiaries as a result of the Disability of Executive, Executive and the Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days six (6) months after the Termination Datedate of such termination of employment of the Executive, to sell to the Company (the “Put Right”)Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of the Executive’s Group, all (but not less than all) of the number of Vested Units then held by the Executive’s Group that equals the sum of all Vested Units collectively held by the Executive’s Group Group, at a price per Unit equal to the Fair Market Value of each Class of such Units (measured as of the date of death or such termination; provided, that, respecting any Units that have vested less than six months and one day prior to the relevant election to purchase date of such termination, such Fair Market Value shall be measured as of the date that is one day following the date that is six months after the date such Units is delivered (had vested); provided that in any case the “Valuation Date”))Board shall have the right, in its sole discretion, to increase the foregoing purchase price. In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), the Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by the Executive’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired purchased from the Company.

Put Option. (a) Prior to the occurrence of the initial Public Offering, if ExecutiveDirector’s employment with the Company and its Subsidiaries terminates due to the death of Executive Director or is terminated by the Company or any of its Subsidiaries as a result of the Disability of ExecutiveDirector, Executive Director and ExecutiveDirector’s Permitted Transferees (hereinafter sometimes collectively referred to as the “ExecutiveDirector’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of ExecutiveDirector’s Group, all (but not less than all) of the number of Vested Units then held by ExecutiveDirector’s Group that equals all Vested Units collectively held by ExecutiveDirector’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), ExecutiveDirector’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by ExecutiveDirector’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company.

Put Option. (a) Prior to [If the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries subsidiaries terminates due to the Disability, death of Executive or is terminated by the Company or any of its Subsidiaries as a result Retirement of the Disability Executive prior to the earlier of Executive(i) a Public Offering or (ii) a Sale of the Company, the Executive and the Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Executive Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 45 days following the date that is 210 days six (6) months after the Termination Datedate of such termination of employment of the Executive, to sell to the Company (the “Put Right”)Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s the Executive Group, all a number of Vested Units equal to the product of (but not less than allx) of the Put Percentage and (y) the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group the Executive Group, at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election applicable purchase price determined pursuant to purchase such Units is delivered (the “Valuation Date”)Section 4.1(c). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s the Executive Group shall also be required to simultaneously exercise any similar rights it may have with respect sell to any other units the Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on such occasion from each member of the Company Executive Group, a number of Units of each of the other classes of Puttable Units held by Executive’s the Executive Group in accordance with equal to the terms product of (x) the agreements Put Percentage and (y) the number of Units of such class of Puttable Units held by the Executive Group, at a price per Unit equal to the applicable purchase price determined pursuant to which such other units were acquired from the CompanySection 4.1(c).