Exhibit 10.31
FORM OF MANAGEMENT
STOCKHOLDER’S AGREEMENT
This Management Stockholder’s
Agreement (this “ Agreement ”) is entered into
as of
,
200 (the “ Effective Date ”) between
Visant Holding Corp. (formerly known as Jostens Holding Corp.), a
Delaware corporation (the “ Company ”), and the
undersigned person (the “ Management Stockholder
”) (the Company and the Management Stockholder being
hereinafter collectively referred to as the “ Parties
”). All capitalized terms not immediately defined are
hereinafter defined in Section 7(b) of this Agreement or in
the Option Plan (as such term is defined below).
WHEREAS, pursuant to the
Contribution Agreement, dated as of July 21, 2004 (the “
Contribution Agreement ”), between the Company and
Fusion Acquisition LLC, a Delaware limited liability company
(“ Fusion ”), (the Closing thereunder having
occurred on October 4, 2004), Fusion has received in exchange
for the contribution (the “ Contribution ”) of
the capital stock of AHC I Acquisition Corporation and Von Hoffmann
Holdings Inc. (i) 2,664,356 shares of the Company’s Class A
common stock, par value $0.01 per share (the “ Class A
Common Stock ”), representing, as of the date hereof,
44.85% of the issued and outstanding shares of the Company’s
Common Stock (as defined below) and (ii) one share of the
Company’s Class C Common Stock, par value $0.01 per share
(the “ Class C Common Stock ” and together with
the Class A Common Stock, the “ Common Stock ”)
initially representing 4.8% of the voting securities of the Company
(the date of such Contribution, the “ Closing Date
);
WHEREAS, as of the date hereof, DLJ
Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1,
C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III,
C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners
II, L.P. and MBP III Plan Investors, L.P. (collectively, the
“ DLJMB Funds ” and together with Fusion, the
“ Investors ”) beneficially own 2,664,357 shares
of the Class A Common Stock, representing, as of the date hereof,
44.85% of the issued and outstanding shares of the Company’s
Common Stock;
WHEREAS, in connection with the
Contribution, the Management Stockholder has been selected by the
Company to be permitted to contribute to the Company cash in
exchange for shares of Class A Common Stock;
WHEREAS, the Management Stockholder
has been selected by the Company, as of the date hereof, to receive
an option to purchase shares of Class A Common Stock (the “
Option ”) pursuant to the terms set forth below and
the terms of the Amended and Restated 2004 Stock Option Plan for
Key Employees of the Company and Its Subsidiaries (the “
Option Plan ”) and the Stock Option Agreement dated as
of the date hereof, entered into by and between the Company and the
Management Stockholder (the “ Stock Option Agreement
”); and
WHEREAS, this Agreement is one of
several other agreements (“ Other Management
Stockholders’ Agreements ”) which in the future
will be entered into between the Company and other individuals who
are or will be key employees of the Company or one of its
subsidiaries (collectively, the “ Other Management
Stockholders ”).
NOW THEREFORE, to implement the
foregoing and in consideration of the grant of Options and of the
mutual agreements contained herein, the Parties agree as
follows:
1.
Issuance of
Purchased Stock; Options
(a)
Subject to the
terms and conditions hereinafter set forth, the Management
Stockholder hereby subscribes for and shall purchase, as of the
Effective Date, and the Company shall issue and deliver to the
Management Stockholder as of the Effective Date,
[ ] shares of Class A Common Stock, at
a per share purchase price of $96.10401 (the “ Base
Price ”), which price is equal to the effective per share
purchase price paid by Fusion for the shares of the Company (all
such shares acquired by the Management Stockholder, the “
Purchased Stock ”). The aggregate purchase price
for all shares of the Purchased Stock is
$[ ].
(b)
Subject to the
terms and conditions hereinafter set forth and as set forth in the
Option Plan, as of the Effective Date the Company is issuing to the
Management Stockholder an Option to acquire shares of Class A
Common Stock, at an initial exercise price equal to the Base Price,
and the Parties shall execute and deliver to each other copies of
the Stock Option Agreement concurrently with the issuance of the
Option.
(c)
The Company shall
have no obligation to sell any Purchased Stock to any person who
(i) is a resident or citizen of a state or other jurisdiction in
which the sale of the Common Stock to him or her would constitute a
violation of the securities or “blue sky” laws of such
jurisdiction or (ii) is not an employee of the Company or any of
its subsidiaries on the date hereof.
2.
Management
Stockholder’s Representations, Warranties and
Agreements .
(a)
The Management
Stockholder agrees and acknowledges that he will not, directly or
indirectly, offer, transfer, sell, assign, pledge, hypothecate or
otherwise dispose of (any of the foregoing acts being referred to
herein as a “ transfer ”) any shares of
Purchased Stock and, at the time of exercise, the Common Stock
issuable upon exercise of the Options (“ Option Stock
”; together with all Purchased Stock and any other Common
Stock otherwise acquired and/or held by the Management Stockholder
Entities, “ Stock ”), except as otherwise
provided for herein. If the Management Stockholder is a Rule
405 Affiliate, the Management Stockholder also agrees and
acknowledges that he will not transfer any shares of the Stock
unless:
(i) the
transfer is pursuant to an effective registration statement under
the Securities Act of 1933, as amended, and the rules and
regulations in effect thereunder (the “ Act ”),
and in compliance with applicable provisions of state securities
laws; or
(ii) (A)
counsel for the Management Stockholder (which counsel shall be
reasonably acceptable to the Company) shall have furnished the
Company with an opinion, reasonably satisfactory in form and
substance to the Company, that no such registration is required
because of the availability of an exemption from registration under
the Act and (B) if the Management Stockholder is a citizen or
resident of any country other than the United States, or the
Management Stockholder desires to effect any transfer in any such
country, counsel for the Management Stockholder (which counsel
shall be reasonably satisfactory to the Company) shall have
furnished the Company with an opinion or other advice reasonably
satisfactory in form and substance
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to the Company to
the effect that such transfer will comply with the securities laws
of such jurisdiction.
Notwithstanding the foregoing, the Company
acknowledges and agrees that any of the following transfers are
deemed to be in compliance with the Act and this Agreement
(including without limitation any restrictions or prohibitions
herein) and no opinion of counsel is required in connection
therewith: (x) a transfer made pursuant to Section 3, 4,
5, 6 or 9 hereof, (y) a transfer upon the death or Permanent
Disability of the Management Stockholder to the Management
Stockholder’s Estate or a transfer to the executors,
administrators, testamentary trustees, legatees or beneficiaries of
a person who has become a holder of Stock in accordance with the
terms of this Agreement; provided that it is expressly
understood that any such transferee shall be bound by the
provisions of this Agreement, and (z) a transfer made after
the Effective Date in compliance with the federal securities laws
to a Management Stockholder’s Trust, provided that
such transfer is made expressly subject to this Agreement and that
the transferee agrees in writing to be bound by the terms and
conditions hereof.
(b)
The certificate
(or certificates) representing the Stock shall bear the following
legend:
“THE SHARES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES
WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER’S AGREEMENT
DATED AS OF
, 2005 BETWEEN VISANT
HOLDING CORP. (THE “COMPANY”) AND THE MANAGEMENT
STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY).”
(c)
The Management
Stockholder acknowledges that he has been advised that (i) a
restrictive legend in the form heretofore set forth shall be placed
on the certificates representing the Stock and (ii) a notation
shall be made in the appropriate records of the Company indicating
that the Stock is subject to restrictions on transfer and
appropriate stop transfer restrictions will be issued to the
Company’s transfer agent with respect to the Stock. If
the Management Stockholder is a Rule 405 Affiliate, the
Management Stockholder also acknowledges that (1) the Stock
must be held indefinitely and the Management Stockholder must
continue to bear the economic risk of the investment in the Stock
unless it is subsequently registered under the Act or an exemption
from such registration is available, (2) when and if shares of
the Stock may be disposed of without registration in reliance on
Rule 144 of the rules and regulations promulgated under the
Act, such disposition can be made only in limited amounts in
accordance with the terms and conditions of such Rule and
(3) if the Rule 144 exemption is not available, public
sale without registration will require compliance with some other
exemption under the Act.
(d)
If any shares of
the Stock are to be disposed of in accordance with Rule 144
under the Act or otherwise, the Management Stockholder shall
promptly notify the
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Company of such intended
disposition and shall deliver to the Company at or prior to the
time of such disposition such documentation as the Company may
reasonably request in connection with such sale and, in the case of
a disposition pursuant to Rule 144, shall deliver to the
Company an executed copy of any notice on Form 144 required to
be filed with the SEC.
(e)
The Management
Stockholder agrees that, if any shares of the Stock are offered to
the public pursuant to an effective registration statement under
the Act (other than registration of securities issued on
Form S-8, S-4 or any successor or similar form), the
Management Stockholder will not effect any public sale or
distribution of any shares of the Stock not covered by such
registration statement from the time of the receipt of a notice
from the Company that the Company has filed or imminently intends
to file such registration statement to, or within 180 days (or
such shorter period as may be consented to by the managing
underwriter or underwriters) in the case of the initial Public
Offering and ninety (90) days (or in an underwritten offering
such shorter period as may be consented to by the managing
underwriter or underwriters, if any) in the case of any other
Public Offering after, the effective date of such registration
statement, unless otherwise agreed to in writing by the
Company.
(f)
The Management
Stockholder represents and warrants that (i) with respect to
the Stock, he has received and reviewed the available information
relating to the Stock, including having received and reviewed the
documents related thereto, certain of which documents set forth the
rights, preferences and restrictions relating to the Options and
the Stock underlying the Options and (ii) he has been given
the opportunity to obtain any additional information or documents
and to ask questions and receive answers about such information,
the Company and the business and prospects of the Company which he
deems necessary to evaluate the merits and risks related to his
investment in the Stock and to verify the information contained in
the information received as indicated in this Section 2(f),
and he has relied solely on such information.
(g)
The Management
Stockholder further represents and warrants that (i) his
financial condition is such that he can afford to bear the economic
risk of holding the Stock for an indefinite period of time and has
adequate means for providing for his current needs and personal
contingencies, (ii) he can afford to suffer a complete loss of
his or her investment in the Stock, (iii) he understands and
has taken cognizance of all risk factors related to the purchase of
the Stock and (iv) his knowledge and experience in financial
and business matters are such that he is capable of evaluating the
merits and risks of his purchase of the Stock as contemplated by
this Agreement.
3.
Transferability of
Stock . The Management
Stockholder agrees that he will not transfer any shares of the
Stock at any time during the period commencing on the Effective
Date and ending on the fifth anniversary of the Effective Date;
provided , however , that the Management Stockholder
may transfer shares of Stock during such time pursuant to one of
the following exceptions: (a) transfers permitted by
Section 5 or 6; (b) transfers permitted by
clauses (y) and (z) of Section 2(a); (c) a sale of
shares of Common Stock pursuant to an effective registration
statement under the Act filed by the Company, including without
limitation a sale pursuant to Section 9 (excluding any
registration on Form S-8, S-4 or any successor or similar
form); (d) transfers permitted pursuant to the Sale
Participation Agreement (as defined in Section 7); or
(e) transfers permitted by the Board. No transfer of any
such shares in violation
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hereof shall be made or
recorded on the books of the Company and any such transfer shall be
void ab initio and of no effect.
4.
Right of First
Refusal . (a) If, at any
time after the fifth anniversary of the Effective Date and prior to
the date of consummation of a Qualified Public Offering, the
Management Stockholder receives a bona fide offer to purchase any
or all of his Stock (the “ Third Party Offer ”)
from a third party (which, for the avoidance of doubt, shall not
include any transfers pursuant to clauses (y) and (z) of
Section 2(a)) (the “ Offeror ”), which the
Management Stockholder wishes to accept, the Management Stockholder
shall cause the Third Party Offer to be reduced to writing and
shall notify the Company in writing of his wish to accept the Third
Party Offer. The Management Stockholder’s notice to the
Company shall contain an irrevocable offer to sell such Stock to
the Company (in the manner set forth below) at a purchase price
equal to the price contained in, and on the same terms and
conditions of, the Third Party Offer, and shall be accompanied by a
copy of the Third Party Offer (which shall identify the
Offeror). At any time within fifteen (15) days after the
date of the receipt by the Company of the Management
Stockholder’s notice, the Company shall have the right and
option to purchase, or to arrange for a third party to purchase,
all (but not less than all) of the shares of Stock covered by the
Third Party Offer, pursuant to Section 4(b).
(b)
The Company shall
have the right and option to purchase, or to arrange for a third
party to purchase, all of the shares of Stock covered by the Third
Party Offer at the same price and on substantially the same terms
and conditions as the Third Party Offer (or, if the Third Party
Offer includes any consideration other than cash, then at the sole
option of the Company, at the equivalent all cash price, determined
in good faith by the Company’s Board), by delivering a
certified bank check or checks in the appropriate amount (or by
wire transfer of immediately available funds, if the Management
Stockholder Entities provide to the Company wire transfer
instructions) (and any such non-cash consideration to be paid) to
the Management Stockholder at the principal office of the Company
against delivery of certificates or other instruments representing
the shares of Stock so purchased, appropriately endorsed by the
Management Stockholder. If at the end of the 15-day period,
the Company has not tendered the purchase price for such shares in
the manner set forth above, the Management Stockholder may, during
the succeeding 60-day period, sell not less than all of the shares
of Stock covered by the Third Party Offer, to the Offeror on terms
no less favorable to the Management Stockholder than those
contained in the Third Party Offer. Promptly after such sale,
the Management Stockholder shall notify the Company of the
consummation thereof and shall furnish such evidence of the
completion and time of completion of such sale and of the terms
thereof as may reasonably be requested by the Company. If, at
the end of sixty (60) days following the expiration of the
15-day period during which the Company is entitled hereunder to
purchase the Stock, the Management Stockholder has not completed
the sale of such shares of the Stock as aforesaid, all of the
restrictions on sale, transfer or assignment contained in this
Agreement shall again be in effect with respect to such shares of
the Stock.
(c)
Notwithstanding
anything in this Agreement to the contrary, this Section 4
shall terminate and be of no further force or effect upon the
occurrence of a Change in Control.
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5.
The Management
Stockholder’s Right to Resell Stock and Options to the
Company .
(a)
Except as
otherwise provided herein, if, prior to the later of the fifth
anniversary of the Effective Date and a Qualified Public Offering,
the Management Stockholder’s employment with the Company (or
any of its Subsidiaries) terminates as a result of the death or
Permanent Disability of the Management Stockholder, then the
applicable Management Stockholder Entity, shall, for 120 days (the
“ Put Period ”) following the date of such
termination for death or Permanent Disability, have the right
to:
(i) With
respect to the Stock, sell to the Company, and the Company shall be
required to purchase, on one occasion, all of the shares of Stock
then held by the applicable Management Stockholder Entities at a
per share price equal to the Fair Market Value Per Share (the
“ Section 5 Repurchase Price ”);
and
(ii) With
respect to any outstanding Options, sell to the Company, and the
Company shall be required to purchase, on one occasion, all of the
exercisable Options then held by the applicable Management
Stockholder Entities for an amount equal to the product of
(x) the excess, if any, of the Section 5 Repurchase Price
over the Option Exercise Price and (y) the number of
Exercisable Option Shares, which Options shall be terminated in
exchange for such payment. In the event the foregoing Option
Excess Price is zero or a negative number, all outstanding
exercisable stock options granted to the Management Stockholder
under the Option Plan shall be automatically terminated without any
payment in respect thereof. In the event that the Management
Stockholder Entities do not exercise the foregoing rights, all
exercisable but unexercised Options shall terminate pursuant to the
terms of Section 3.2(b) of the Stock Option Agreement.
All unexercisable Options held by the applicable Management
Stockholder Entities shall terminate without payment immediately
upon termination of employment.
(b)
In the event the
applicable Management Stockholder Entities intend to exercise their
rights pursuant to Section 5(a), such Management Stockholder
Entities shall send written notice to the Company, at any time
during the Put Period, of their intention to sell shares of Stock
in exchange for the payment referred to in Section 5(a)(i)
and/or to sell such Options in exchange for the payment referred to
in Section 5(a)(ii) and shall indicate the number of shares of
Stock to be sold and the number of Options to be sold with payment
in respect thereof (the “ Redemption Notice
”). The completion of the purchases shall take place at
the principal office of the Company on the tenth business day after
the giving of the Redemption Notice. The applicable
Repurchase Price (including any payment with respect to the Options
as described above) shall be paid by delivery to the applicable
Management Stockholder Entities of a certified bank check or checks
in the appropriate amount payable to the order of each of the
applicable Management Stockholder Entities (or by wire transfer of
immediately available funds, if the Management Stockholder Entities
provide to the Company wire transfer instructions), against
delivery of certificates or other instruments representing the
Stock so purchased and appropriate documents cancelling the Options
so terminated appropriately endorsed or executed by the applicable
Management Stockholder Entities or any duly authorized
representative.
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(c)
Notwithstanding
anything in Section 5(a) to the contrary and subject to
Section 10(a), if there exists and is continuing a default or
an event of default on the part of the Company or any subsidiary of
the Company under any loan, guarantee or other agreement under
which the Company or any subsidiary of the Company has borrowed
money or if the repurchase referred to in Section 5(a) would
result in a default or an event of default on the part of the
Company or any subsidiary of the Company under any such agreement
or if a repurchase would not be permitted under Section 170 of
the Delaware General Corporation Law (the “ DGCL
”) or would otherwise violate the DGCL (or if the Company
reincorporates in another state, the business corporation law of
such state) (each such occurrence being an “ Event
”), the Company shall not be obligated to repurchase any of
the Stock or the Options from the applicable Management Stockholder
Entities until the first business day which is ten (10)
calendar days after all of the foregoing Events have ceased to
exist (the “ Repurchase Eligibility Date ”);
provided , however , that (i) the number of
shares of Stock subject to repurchase under this Section 5(c)
shall be that number of shares of Stock, and (ii) in the case
of a repurchase pursuant to Section 5(a)(ii), the number of
Exercisable Option Shares for purposes of calculating the Option
Excess Price payable under this Section 5(c) shall be the
number of Exercisable Option Shares, in each case as specified in
the Redemption Notice and held by the applicable Management
Stockholder Entities at the time of delivery of the Redemption
Notice in accordance with Section 5(b) hereof. All
Options exercisable as of the date of a Redemption Notice, in the
case of a repurchase pursuant to Section 5(a), shall continue
to be exercisable until the actual repurchase of such Options
pursuant to such Redemption Notice, provided that to the
extent any Options are exercised after the date of such Redemption
Notice, the number of Exercisable Option Shares for purposes of
calculating the Option Excess Price shall be reduced
accordingly. Notwithstanding the foregoing and subject to
Section 6(d), if an Event exists and is continuing for
ninety (90) days, the Management Stockholder Entities shall be
permitted by written notice to rescind any Redemption
Notice.
(d)
Effect of
Change in Control . Notwithstanding
anything in this Agreement to the contrary, except for any payment
obligation of the Company which has arisen prior to the occurrence
of a Change of Control, this Section 5 shall terminate and be
of no further force or effect upon the occurrence of such Change in
Control.
6.
The
Company’s Option to Purchase Stock and Options of Management
Stockholder Upon Certain Terminations of Employment
.
(a)
Termination
for Cause by the Company, Termination by the Management Stockholder
without Good Reason (other than due to his death or Permanent
Disability) and other Call Events . If, prior to the
fifth anniversary of the Effective Date, (i) the Management
Stockholder’s active employment with the Company (and/or, if
applicable, its subsidiaries) is terminated by the Company (and/or,
if applicable, its Subsidiaries) for Cause, (ii) the
Management Stockholder’s active employment with the Company
(and/or, if applicable, its Subsidiaries) is terminated by the
Management Stockholder without Good Reason (other than due to his
death or Permanent Disability), (iii) the beneficiaries of a
Management Stockholder’s Trust shall include any person or
entity other than the Management Stockholder, his spouse (or
ex-spouse) or his lineal descendants (including adopted children)
or (iv) the Management Stockholder shall otherwise effect a
transfer of any of the Stock other than as permitted in this
Agreement (other than as may be required by applicable law or an
order of a court having
7
competent jurisdiction)
after notice from the Company of such impermissible transfer and a
reasonable opportunity to cure such transfer (each, a “
Section 6(a) Call Event ”):
(A)
With respect to
the Stock, the Company may purchase all or any portion of the
shares of the Stock then held by the applicable Management
Stockholder Entities at a per share purchase price equal to the
lesser of (x) the Base Price and (y) the Book Value Per
Share (or after a Public Offering, Market Value Per Share) (any
such applicable repurchase price, the “ Section 6(a)
Repurchase Price ”); and
(B)
With respect to
the Options, all Options (whether or not then exercisable) held by
the applicable Management Stockholder Entities will terminate
immediately without payment in respect thereof.
(b)
Termination
without Cause by the Company (other than due to his death or
Permanent Disability), and Termination by the Management
Stockholder with Good Reason . Except as otherwise
provided herein, if, prior to the fifth anniversary of the
Effective Date, (i) the Management Stockholder’s active
employment with the Company (and/or, if applicable, its
Subsidiaries) is terminated by the Company (and/or, if applicable,
its Subsidiaries) without Cause (other than due to his death or
Permanent Disability), or (ii) the Management
Stockholder’s active employment with the Company (and/or, if
applicable, its Subsidiaries) is terminated by the Management
Stockholder with Good Reason, (each, a “ Section 6(b)
Call Event ”):
(A)
With respect to
the Stock, the Company may purchase all or any portion of the
shares of such Stock then held by the applicable Management
Stockholder Entities at a per share purchase price equal to the
Fair Market Value Per Share; and
(B)
With respect to
the Options, the Company may purchase all or any portion of the
exercisable Options held by the applicable Management Stockholder
Entities for an amount equal to the product of (x) the excess,
if any, of the price equal to the Fair Market Value Per Share over
the Option Exercise Price and (y) the number of Exercisable
Option Shares, which Options shall be terminated in exchange for
such payment. In the event the foregoing Option Excess Price
is zero or a negative number, all outstanding exercisable stock
options granted to the Management Stockholder under the Option Plan
shall be automatically terminated without any payment in respect
thereof. In the event that the Company does not exercise the
foregoing rights, all exercisable but unexercised Options shall
terminate pursuant to the terms of Section 3.2(d) or (e), as
the case may be, of the Stock Option Agreement. All
unexercisable Options held by the applicable Management Stockholder
Entities shall also terminate without payment immediately upon
termination of employment.
(c)
Termination
for Death or Disability . Except as otherwise
provided herein, if, prior to the fifth anniversary of the
Effective Date, the Management Stockholder’s employment with
the Company (and/or, if applicable, its Subsidiaries) is terminated
as a result of the death or Permanent Disability of the Management
Stockholder (each a “ Section 6(c) Call Event
”), then the Company may:
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(A)
With respect to
the Stock, purchase all or any portion of the shares of Stock then
held by the applicable Management Stockholder Entities at a per
share price equal to the Fair Market Value Per Share;
and
(B)
With respect to
the Options, purchase all or any portion of the exercisable Options
for an amount equal to the product of (x) the excess, if any,
of the Fair Market Value Per Share over the Option Exercise Price
and (y) the number of Exercisable Option Shares, which Options
shall be terminated in exchange for such payment. In the
event the foregoing Option Excess Price is zero or a negative
number, all outstanding exercisable stock options granted to the
Management Stockholder under the Option Plan shall be automatically
terminated without any payment in respect thereof. In the
event that the Company does not exercise the foregoing rights all
exercisable but unexercised Options shall terminate pursuant to the
terms of Section 3.2(b) of the Stock Option Agreement.
All unexercisable Options held by the applicable Management
Stockholder Entities shall also terminate without payment
immediately upon termination of employment.
(d)
Call
Notice . The Company shall
have a period of sixty (60) days from the later of
(i) sixty (60) days from the date of any Call Event (or,
if later, with respect to a Section 6(a) Call Event, the date
after discovery of, and the applicable cure period for, an
impermissible transfer constituting a Section 6(a) Call Event)
and (ii) thirty (30) days from the date the Management
Stockholder rescinds a Redemption Notice pursuant to the last
sentence of Section 5(c), in which to give notice in writing
to the Management Stockholder of its election to exercise its
rights and obligations pursuant to this Section 6 (“
Repurchase Notice ”). The completion of the
purchases pursuant to the foregoing shall take place at the
principal office of the Company on the tenth business day after the
giving of the Call Notice. The applicable Repurchase Price
(including any payment with respect to the Options as described in
this Section 6) shall be paid by delivery to the applicable
Management Stockho
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