MANAGEMENT STOCKHOLDER'S AGREEMENT

Exhibit 10.12

MANAGEMENT STOCKHOLDER’S AGREEMENT

          This Management Stockholder’s Agreement (this “ Agreement ”) is entered into as of November 17, 2006 between HCA Inc., 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 8(b) of this Agreement.

          WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of July 24, 2006 (the “ Merger Agreement ”), by and among Hercules Holding II, LLC, a Delaware limited liability company (“ Hercules Holding ”), Hercules Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Hercules Holding (“ Merger Sub ”) and the Company, and subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will on the Closing Date merge with and into the Company (the “ Merger ”), with the Company surviving the Merger;

          WHEREAS, in connection with the Merger, each of Bain Capital Fund IX, L.P., KKR Millennium Fund L.P., KKR 2006 Fund L.P. and ML Global Private Equity Fund, L.P. (collectively, the “ Investors ”) are contributing certain funds to Hercules Holding in exchange for membership interests representing, as of the Closing Date, [ • ]% of the issued and outstanding membership interests of Hercules Holding (such percentage, as adjusted from time to time to reflect the Investors’ then current ownership percentage in Hercules Holding, the “ Investors HoldCo Ownership Percentage ”);

          WHEREAS, as a result of the Merger and after giving effect to the issuance of all Rollover Stock and Purchased Stock (in each case as defined below) in connection therewith, as of the Closing Date, Hercules Holdings will own, beneficially and of record, [ • ]% of the issued and outstanding shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”) (such percentage, as adjusted from time to time to reflect the then current ownership percentage of Hercules Holding in the Company, the “ HoldCo Company Ownership Percentage ”);

          WHEREAS, in connection with the Merger, the Management Stockholder has been selected by the Company (i) to exchange certain shares of common stock of the Company owned immediately prior to the Effective Time for new shares of Common Stock (the “ Rollover Stock ”) pursuant to an Exchange and Purchase Agreement entered into between the Management Stockholder and Hercules Holding (the “ Exchange Agreement ”), which exchange the Parties intend for U.S. federal income tax purposes to be treated as an exchange of shares by the Management Stockholder in a transaction described in section 1036 and/or section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, in which no gain or loss is recognized by the Management Stockholder; (ii) to exchange all or a portion of the Management Stockholder’s options to purchase shares of common stock of the Company outstanding prior to the effective time of the Merger for fully-exercisable options to purchase Common Stock after the Merger (the “ Rollover Options ”) pursuant to the terms of the Company’s current option plan under which the options were issued (the “ Pre-Merger Plans ”), as adjusted pursuant to the Option Rollover Agreement to be entered into between the Management Stockholder and the Company (the “ Option Rollover Agreement ”); (iii) to be permitted to transfer to the Company cash in exchange for shares of Common Stock (the “ Purchased Stock ”); and/or (iv) to receive options to purchase shares of Common Stock (the

“ New Options ” and together with the Rollover Options, the “ Options ”) pursuant to the terms set forth below and the terms of the 2006 Stock Incentive Plan for Key Employees of HCA Inc. and its Affiliates (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 “ New Option Agreement ” and together with the Option Rollover Agreement, the “ Stock Option Agreements ”); and

          WHEREAS, this Agreement is one of several other agreements (“ Other Management Stockholders Agreements ”) which concurrently with the execution hereof or 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 mutual agreements contained herein, the Parties agree as follows:

          1. Issuance of Purchased Shares; New Options; Rollover Stock and Options; Voting .

          (a) Subject to the terms and conditions hereinafter set forth, the Management Stockholder hereby subscribes for and shall purchase, as of the Closing Date (but immediately after the Effective Time), and the Company shall issue and deliver to the Management Stockholder as of the Closing Date, the number of shares of Purchased Stock at a per share purchase price (the “ Base Price ”), in each case as set forth on Schedule I hereto, which Base Price is equal to the effective per share purchase price payable by the Investors for the shares of the Company in connection with the Merger.

          (b) Immediately prior to the Effective Time, the Management Stockholder shall, if applicable, transfer to Hercules Holding the shares identified by such Management Stockholder in the Exchange Agreement and immediately after the Effective Time the Management Stockholder will receive a number of shares, in each case pursuant to the Exchange Agreement. The Parties agree that they will not treat the Management Stockholder as holding a membership interest in Hercules Holding for U.S. federal income tax purposes.

          (c) Subject to the terms and conditions hereinafter set forth and as set forth in the Option Plan, as of the Closing Date the Company is granting to the Management Stockholder New Options to acquire the number of shares of Common Stock as set forth on Schedule I hereto, at an initial per share exercise price equal to the Base Price, and the Parties shall execute and deliver to each other copies of the New Option Agreement concurrently with the issuance of the New Options.

          (d) Subject to the terms and conditions hereinafter set forth and as set forth in the Option Rollover Agreement and the Pre-Merger Plans, as of the Effective Time, the Rollover Options shall be adjusted as set forth in the Option Rollover Agreement.

          (e) 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 or director of the Company or its subsidiaries as of the Closing Date.

          2. Management Stockholder’s Representations, Warranties and Agreements .

          (a) The Management Stockholder agrees and acknowledges that he will not prior to a Change in Control, 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, Rollover Stock and, at the time of exercise, Common Stock issuable upon exercise of Options (“ Option Stock ”; together with all Purchased Stock, Rollover Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “ Stock ”), except as otherwise provided for herein. If the Management Stockholder is an Affiliate of the Company, the Management Stockholder also agrees and acknowledges that he or she 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 or other advice, 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 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 of Stock 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: (I) a transfer made pursuant to Sections 3, 4, 5, 6, 7 or 10 hereof, (II) 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, (III) a transfer made after the Closing 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 as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement, and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 8(b), such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(c) below, (IV) a transfer of Stock made by the Management Stockholder to Other Management Stockholders, provided that it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement,

(V) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company and (VI) the Management Stockholder may transfer shares of Stock pursuant to the terms of Sections 6, whereupon (x) any shares of Stock transferred to the Company pursuant to Section 6 shall conclusively be deemed thereafter not to be Shares under this Agreement and not to be subject to any of the provisions, or entitled to the benefit of any of the provisions of, this Agreement and (y) any Shares transferred to the Investors or any of their respective Affiliates shall conclusively be deemed thereafter to be included in the calculation of the Aggregate Investor Ownership Share Number under this Agreement and will be subject to, and entitled to the benefit of, the provisions 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 BETWEEN HCA INC. (THE “COMPANY”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND BAIN CAPITAL FUND IX, L.P., KKR MILLENNIUM FUND L.P., KKR 2006 FUND L.P. AND ML GLOBAL PRIVATE EQUITY FUND, L.P., IN EACH CASE DATED AS OF [ • ], 2006 (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY).”

          (c) The Management Stockholder acknowledges that he has been advised that (i) the Stock are characterized as “restricted securities” under the Act inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) 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.

          (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 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 IPO 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 Purchased Stock, Rollover Stock and Option Stock, the Management Stockholder has received and reviewed the available information relating to such 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) the Management Stockholder 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 the Management Stockholder deems necessary to evaluate the merits and risks related to the Management Stockholder’s investment in the Stock and to verify the information contained in the information received as indicated in this Section 2(f), and the Management Stockholder has relied solely on such information.

          (g) The Management Stockholder further represents and warrants that (i) the Management Stockholder’s financial condition is such that the Management Stockholder can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for the Management Stockholder’s current needs and personal contingencies, (ii) the Management Stockholder can afford to suffer a complete loss of his or her investment in the Stock, (iii) the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Stock (iv) the Management Stockholder’s knowledge and experience in financial and business matters are such that the Management Stockholder is capable of evaluating the merits and risks of the Management Stockholder’s purchase of the Stock as contemplated by this Agreement, (v) with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling, granting any particulation in, or otherwise distributing the Purchased Stock in violation of the Act, and (vi) the Management Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Act.

          3. Transferability of Stock .

          (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Date; provided , however , that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 (but only for the period set forth therein), 5, 6 or 7; (ii) transfers permitted by clauses (II), (III) and (IV) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company, including upon the proper exercise of registration rights of such Management Stockholder under Section 10 (excluding any registration on Form S-8, S-4 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 8); (v) transfers permitted by the Board or (vi) transfers to

any of the Investors (any such exception, a “ Permitted Transfer ”). In addition, during the period commencing on the fifth anniversary of the Closing Date through the eighth anniversary of the Closing Date, the Management Stockholder may only transfer shares of Stock to the extent that, at the time of any such transfer, the Management Stockholders Transfer Ratio does not exceed the Investor Transfer Ratio. For purposes of this Section 3(a),

     (i) the “ Management Stockholders Transfer Ratio ” shall mean the quotient, expressed as a percentage, of (x) the aggregate number shares of Common Stock transferred (other than through Permitted Transfers described in clauses (ii) and (vi) of Section 3(a)) by the Management Stockholder Entities and all Other Management Stockholders (including the Management Stockholder’s Trust and Management Stockholder’s Estate of such Other Management Stockholders) prior to and including the date of the proposed transfer (including for the avoidance of doubt shares of Common Stock proposed to be transferred on such date), as recorded on the books of the Company and/or reflected in any relevant documentation divided by (y) the aggregate number of shares of Common Stock (without duplication) which have been issued or are otherwise issuable (upon the exercise of Options or otherwise) to or have been or are otherwise owned by the Management Stockholder Entities and all Other Management Stockholders (including the Management Stockholder’s Trust and Management Stockholder’s Estate of such Other Management Stockholders) prior to and including the relevant time and which are not subject to vesting or similar restrictions;

     (ii) the “ Investor Transfer Ratio ” shall mean the quotient, expressed as a percentage, of (x) the number shares of Common Stock transferred for value by the Investors (other than among Investors or to any of their respective affiliates or affiliated funds) on or prior to the relevant time divided by (y) the Aggregate Investor Ownership Share Number; and

     (iii) the “ Aggregate Investor Ownership Share Number ” shall mean the sum of (x) the product of (A) the aggregate number of shares of Common Stock issued and outstanding as of the Closing Date (but immediately after the Effective Time and giving effect to the issuance of Purchased Stock and Rollover Stock on the Closing Date), times (B) the Investors HoldCo Ownership Percentage as of the Closing Date (but immediately after the Effective Time and giving effect to the issuance of Purchased Stock and Rollover Stock on the Closing Date), times (C) the HoldCo Company Ownership Percentage as of the Closing Date (but immediately after the Effective Time and giving effect to the issuance of Purchased Stock and Rollover Stock on the Closing Date) and (y) the number of shares of Common Stock acquired or held directly (for the avoidance of doubt, without duplication of the ownership represented by clause (x)) by the Investors between the period from the Closing Date up to the relevant time at which the Investor Transfer Ratio is determined.

          (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change in Control.

          (c) No transfer of any such shares in violation 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.

          (d) Notwithstanding anything to the contrary herein, the Investors may, at any time and from time to time, by unanimous agreement, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

          4. Right of First Offer . (a) If, at any time after the fifth anniversary of the Closing Date and prior to the consummation of the IPO, the Management Stockholder proposes to transfer any or all of the Management Stockholder’s Stock to a third party (any such third party, the “ ROFO Transferee ”) (other than any transfer pursuant to clauses (II), (III), (IV), (V) and (VI) of Section 2(a), to the extent made to a third party), the Management Stockholder shall notify the Company in writing of the Management Stockholder’s intention to transfer such Stock (such written notice, a “ ROFO Notice ”). The ROFO Notice shall include a true and correct description of the number of shares of Stock to be transferred and the material terms of such proposed transfer or if requested by the Company, a copy of any proposed documentation to be entered into with any ROFO Transferee in respect of such transfer) and 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 minimum price at which the Management Stockholder proposes to transfer such Stock to any ROFO Transferee and on substantially the same terms and conditions as the proposed transfer. At any time within thirty (30) days after the date of the receipt by the Company of the ROFO Notice, the Company shall have the right and option to purchase, or to arrange for a subsidiary, third party or Affiliate to purchase, all (but not less than all) of the shares of Stock proposed to be transferred to a ROFO Transferee, pursuant to Section 4(b).

          (b) The Company shall have the right and option to purchase, or to arrange for a subsidiary, third party or Affiliate to purchase, all of the shares of Stock proposed to be transferred to any ROFO Transferee at a purchase price equal to the minimum price at which the Management Stockholder proposes to transfer such Stock to any ROFO Transferee and otherwise on substantially the same terms and conditions as the proposed transfer (or, if the proposed transfer to any ROFO Transferee 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 Board after consultation with the Chief Executive Officer of the Company), by delivering (i) 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/or (ii) 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 30-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 proposed to be transferred to any ROFO Transferee on terms no less favorable to the Management Stockholder than those contained in the ROFO Notice. 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 30-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 earlier of occurrence of a Change in Control or the IPO.

          5. Pre-Emptive Rights .

          (a) If at any time prior to the IPO, the Company issues or sells any shares of Common Stock proposed to be purchased for value, directly or indirectly, by any of the Investors or any of their respective Affiliates (the “ Offered Stock ”), or permits any direct or indirect subsidiary to propose such issuance or sale, each Senior Management Stockholder (together with the other Senior Management Stockholders, the “ Pre-Emptive Rights Holders ”) shall have a preemptive right to purchase or subscribe for the number or amount of such shares of Offered Stock in the offering as such Senior Management Stockholder may elect to purchase or subscribe for, up to and including such Senior Management Stockholder’s ownership percentage (not including Common Stock acquirable by exercise of options) in the Company (determined as of the time of the Board’s approval of such issuance) of the total number or amount of Offered Stock proposed to be issued (the “ Participation Threshold ”). The Company shall provide each Senior Management Stockholder with notice of a proposed issuance or sale subject to this pre-emptive right at least 10 days prior to such issuance (the “ Participation Notice ”) specifying the principal terms and conditions of the proposed issuance or sale, including (A) the amount and kind of Offered Stock to be included in the issuance or sale, (B) the price per share of Common Stock subject to issuance or sale, including a description of any pricing formulae and of any non-cash consideration sufficiently detailed to permit valuation thereof and (C) the name and address of the Person to whom the Offered Stock is proposed to be issued. If such Senior Management Stockholder exercises his or her pre-emptive right, he or she shall be required to pay the same consideration for each share of Offered Stock as the Company shall receive for each share of Offered Stock purchased by a Person other than a Pre-Emptive Rights Holder and as the Company shall have specified in its notice of the proposed issuance (except that if the Company or its subsidiary, as applicable, receives non-cash consideration, the Senior Management Stockholder shall have the option, if he or she so chooses, to pay in cash the Fair Market Value of such non-cash consideration). The pre-emptive right given by the Company pursuant to this Section 5(a) shall terminate if the Senior Management Stockholder shall not have notified the Company in writing of its election to exercise such right within ten (10) days after receipt of the notice of the proposed issuance; provided that such right shall become available once again if the price or any other material term of the proposed issuance shall change, in which case the parties shall again follow the procedures set forth in this Section 5(a).

          Each Pre-Emptive Rights Holder desiring to accept the offer contained in the Participation Notice shall accept such offer by furnishing a written commitment to the Company or the issuing subsidiary, as the case may be, within ten (10) days after the effectiveness of the Participation Notice specifying the amount of Offered Stock (not in any event to exceed such Pre-Emptive Rights Holder’s Participation Threshold) for which such Pre-Emptive Rights Holder desires to subscribe (each a “ Participating Buyer ”). Each Participation Buyer who does not so accept such offer in compliance with the above requirements, including the applicable time period, shall be deemed to have waived all rights

to participate in such issuance or sale, and the Company (or any of its subsidiaries, if applicable) shall thereafter be free to issue the Offered Stock to the prospective subscriber and any other Participating Buyers, at a price no less than the minimum price set forth in the Participation Notice and on other principal terms not materially more favorable to the prospective subscriber and any other Participating Buyers than those set forth in the Participation Notice, without any further obligation to such non-accepting Pre-Emptive Rights Holders pursuant to this Section 5(a). If, prior to consummation, the terms of such proposed issuance or sale shall change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other principal terms shall be materially more favorable to the prospective subscriber than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 5(a) separately complied with, in order to consummate such issuance or sale pursuant to this Section 5(a).

          (b) The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided, and each such Participating Buyer shall be bound and obligated to acquire in the issuance or sale on the same terms and conditions, with respect to each unit of Offered Stock issued, as the prospective subscriber, such amount of Offered Stock as such Participating Buyer shall have specified in such Participating Buyer’s written commitment; provided, however , that if any of the economic terms of the issuance or sale change, including without limitation if the per share price will be greater than the per share price disclosed in the Participation Notice, or any of the other principal terms or conditions will be materially less favorable to the Participating Buyer than those described in the Participation Notice, the Company or the issuing subsidiary, as the case may be, will provide written notice thereof to each Participating Buyer and each Participating Buyer will then be given an opportunity to withdraw the offer contained in such holder’s written commitment (by providing prompt (and in any event within 5 business days) notice of such withdrawal to the Company or the issuing subsidiary, whereupon such withdrawing Participating Buyers will be released from all obligations thereunder.

          (c) If at the end of the 180th day following the date of the effectiveness of the Participation Notice the Company or the issuing subsidiary, as the case may be, has not completed the issuance or sale, each Participating Buyer shall be released from all obligations under the written commitment, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 5 separately complied with, in order to consummate such Issuance pursuant to this Section 5.

          (d) The preemptive rights under Section 5(a) shall not apply to (i) securities issued to officers, employees or directors (other than representatives of the Investors) of, or consultants to, the Company or its subsidiaries pursuant to profit sharing, management stock option or other management incentive plans; (ii) securities issued to non-Affiliates pursuant to any merger, consolidation, acquisition of assets or businesses or similar transaction; (iii) securities issued pursuant to a stock split or stock dividend; (iv) securities issued pursuant to the exercise of any Option, warrant or convertible security; (v) securities issued pursuant to a Public Offering; (vi) securities issued in connection with third-party debt financing; or (vii) securities issued to the Company or any of its subsidiaries.

          (e) Notwithstanding anything to the contrary in the foregoing, in the event that the Company, in its reasonable judgment, needs to sell securities to the Investors prior to

the notice periods set forth in clauses (a), (b) or (c) above, the Company shall, promptly following such issuance, give the Pre-Emptive Rights Holders the opportunity to invest in Offered Stock in order to maintain its ownership percentage (measured prior to the issuance to the Investors).

          6. The Management Stockholder’s Right to Resell Stock and Options to the Company .

          (a) Except as otherwise provided herein, and subject to Section 7(g), if, prior to the consummation of the IPO, the Management Stockholder’s employment with the Company (or, if applicable, any of its subsidiaries or affiliates) terminates as a result of the death or Permanent Disability of the Management Stockholder, then the applicable Management Stockholder Entity, shall, for 365 days (the “ Put Period ”) following the date of such termination for death or Permanent Disability, have the right to:

     (i) With respect to 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 Fair Market Value on the Repurchase Calculation Date (the “ Section 6 Repurchase Price ”);

     (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 6 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 Management Stockholder Entity elects to sell under this Section 6(a)(ii) and the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options granted to the Management Stockholder shall be automatically terminated without any payment in respect thereof; and

     (iii) Request a statement of the Fair Market Value as of the date of the Redemption Notice.

          (b) In the event the applicable Management Stockholder Entities intend to exercise their rights pursuant to Section 6(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 6(a)(i) and/or to sell such Options in exchange for the payment referred to in Section 6(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, at the option of the Company, 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.

          (c) Notwithstanding anything in this Section 6 to the contrary, 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 6(a) (or Section 7, as the case may be) 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 any federal or state securities laws or regulations (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 to the extent prohibited by the Event for cash but instead, with respect to such portion with respect to which cash settlement is prohibited, will satisfy its obligations with respect to the Management Stockholder Entities’ exercise of their rights under Section 6(a) by delivering to the applicable Management Stockholder Entity a note with a principal amount equal to the amount payable under this Section 6 that was not paid in cash, having terms acceptable to the Company’s lenders and permitted under the Company’s debt instruments but which in any event (i) shall be mandatorily repayable to the extent that an Event no longer prohibits the payment of cash to the applicable Management Stockholder Entity pursuant to this Agreement; and (ii) shall bear interest at a rate equal to the effective rate of interest in respect of the Company’s U.S. dollar-denominated subordinated public debt securities (including any original issue discount). Notwithstanding the foregoing and subject to Section 7(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 with respect to that portion of the Stock and Options repurchased by the Company from the Management Stockholder Entities pursuant to this Section 6 with the note described in the foregoing sentence, provided that, upon such rescission, such note shall be immediately canceled without any action on the part of the Company or the Management Stockholder Entities and, notwithstanding anything herein or in such note to the contrary, the Company shall have no obligation to pay any amounts of principal or interest thereunder.

          (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 in Control, this Section 6 shall terminate and be of no further force or effect upon the occurrence of such Change in Control.