AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

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Exhibit 4.5

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

        Amended and Restated Stockholders Agreement (this " Agreement "), dated as of September 30, 2004, by and among Mercury Man Holdings Corporation, a Delaware corporation (the " Company "), Green Equity Investors IV, L.P., a Delaware limited partnership (" GEI "), FTD Co-Investment LLC, a Delaware limited liability company (" LLC "), Jon Burney, Larry Johnson, George Kanganis, Timothy Meline, William Van Cleave, Dan Smith, Michael Soenen, Carrie Wolfe, Marci Chapman, Jandy Tomy and any employees of the Company or any of its subsidiaries (the " Employee Holders ") who acquire Common Stock (as defined below) from the Company or who have been or shall be granted options to acquire Common Stock and shall become party hereto as of or after the date of this Agreement as listed on Schedule A hereto (as the same may be supplemented from time to time).

RECITALS

        A.    The outstanding capital stock of the Company consists of (1) Common Stock, par value $0.01 per share (the " Common Stock "), (2) 12% Junior Redeemable Exchangeable Cumulative Preferred Stock, liquidation preference of $1,000 per share (the " Junior Preferred Stock ") and (3) 14% Senior Redeemable Exchangeable Cumulative Preferred Stock, liquidation preference of $1,000 per share (the " Senior Preferred Stock ", and together with the Junior Preferred Stock, the " Preferred Stock "), of the Company. Shares of Common Stock and Preferred Stock are sometimes collectively referred to as " Capital Stock ".

        B.    The Company, GEI, LLC, and certain holders of Capital Stock entered into that certain Stockholders Agreement, dated as of February 24, 2004 (the " Original Agreement ").

        C.    Jon Burney, Larry Johnson, George Kanganis, Timothy Meline, William Van Cleave and Dan Smith (each an " Original Management Investor " and, collectively, the " Original Management Investors ") are key executives of the Company or one of the Company's subsidiaries who acquired shares of Common Stock from the Company on February 24, 2004 pursuant to contribution agreements with the Company (the " Original Contribution Agreements ").

        D.    Michael Soenen, Carrie Wolfe, Marci Chapman and Jandy Tomy (each an " Additional Management Investor " and, collectively, the " Additional Management Investors ") are key executives of the Company or one of the Company's subsidiaries. The Additional Management Investors and the Original Management Investors are collectively referred to as " Management Investors ".

        E.    Concurrently with the execution and delivery of this Agreement, the Additional Management Investors and certain of the Original Management Investors are entering into subscription agreements with the Company pursuant to which they will acquire shares of Common Stock (the " Subscription Agreements ").

        F.     In accordance with Section 10.1 of the Original Agreement, the Company, GEI, LLC and the Management Investors desire to amend and restate the Original Agreement as provided herein.

        NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

RESTRICTIONS ON TRANSFER

        Section 1.1     General Restrictions on Transfer.     (a) Each Management Investor, each Employee Holder and each other Person (other than any GEI Party (as defined in Section 1.1(b)) or any GEI Transferee (as defined in Section 7.1(d))) who becomes a party hereto or agrees to be bound by the

terms hereof after the date hereof (collectively with the Management Investors and the Employee Holders, the " Management Holders ") agrees that, until the occurrence of a Public Offering Event (as defined in Section 7.1(g)), it will not, directly or indirectly, sell, hypothecate, give, convey, bequeath, transfer, assign, pledge or in any other way whatsoever encumber or dispose of (any such event, a " Transfer ") any shares of Capital Stock now owned or hereafter acquired by such Management Holder (or any interest therein) to any other Person, except as expressly permitted by this Agreement or with the prior written consent of GEI. Nothing in this Section 1.1 shall be deemed to limit the ability of any GEI Party to Transfer any Capital Stock provided such GEI Party complies with the other terms and conditions of this Agreement. For the avoidance of doubt, this Agreement shall not differentiate among shares of Common Stock held by a Management Investor, whether such Management Investor acquired such shares pursuant to an Original Contribution Agreement, a Subscription Agreement, an Employee Sale (as defined below) or upon the exercise of an option to acquire Common Stock.

        (b)   Any GEI Party may Transfer Capital Stock provided that (a) such GEI Party complies with the other terms and conditions of this Agreement and (b) in the event of any Transfer by any GEI Party to another Person controlled directly or indirectly by Leonard Green & Partners, L.P. or any of its Affiliates, the transferee executes and delivers to the Company and each Management Holder an agreement agreeing to be bound by the terms of this Agreement to the same extent applicable to such GEI Party (GEI, LLC and any such transferee controlled directly or indirectly by Leonard Green & Partners, L.P. or any of its Affiliates, the " GEI Parties ").

        Section 1.2     Permitted Transfers.     

        (a)   Notwithstanding anything to the contrary contained in this Article I (but subject to Section 1.3), a Management Investor may Transfer Capital Stock to any Permitted Transferee (as hereinafter defined) of such Management Investor. A " Permitted Transferee " of a Management Investor means (a) any successor by death or divorce, (b) any corporation or other entity at least fifty-one percent (51%) of the equity securities of which are owned, beneficially and of record by such Management Investor and over which such Management Investor has the sole right to elect or appoint at least a majority of the members of the board of directors or Persons performing similar functions or (c) any trust for the benefit of such Management Investor and/or members of such Management Investor's immediate family, provided that such Management Investor is the sole trustee of such trust; provided , however , that such Transfer shall be subject to the Permitted Transferee's delivery to the Company and GEI of a duly executed agreement to be bound by the terms of this Agreement and to Transfer the Transferred Capital Stock back to the original owner if the Permitted Transferee ceases to be a Permitted Transferee of such Management Investor. Any notice or/other document required to be delivered to a Permitted Transferee pursuant to this Agreement shall be deemed delivered for all purposes if delivered to the Management Investor who Transferred Capital Stock to such Permitted Transferee. Each Permitted Transferee shall be deemed a Management Holder for all purposes of this Agreement.

        (b)   Notwithstanding anything to the contrary contained in this Article I (but subject to Section 1.3) or in Article III, beginning as of the date hereof and continuing for a period of 30 calendar days thereafter, an Original Management Investor may Transfer to any Person (a " Third Party Transferee ") up to the number of shares of Common Stock opposite such Original Management Investor's name listed on Schedule B hereto; provided , however , that (i) such Transfer shall be subject to the Third Party Transferee's delivery to the Company and GEI of a duly executed agreement to be bound by the terms of this Agreement; (ii) GEI and the Company shall have the right to purchase from such Third Party Transferee all of such Third Party Transferee's shares of Common Stock at the Fair Market Value of such shares of Common Stock (as determined in accordance with Section 3.7 of this Agreement) at any time during which such shares would have been subject to the Call Option (as defined in Section 3.2 of this Agreement) had such shares not been transferred to a Third Party Transferee (the " Third Party Call Option "); and (iii) if GEI or the Company purchases shares of

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Common Stock from a Third Party Transferee pursuant to the Third Party Call Option at any time during which GEI or the Company, as the case may be, could otherwise have purchased such shares of Common Stock from the Original Management Investor who Transferred such shares to such Third Party Transferee at a price less than the Fair Market Value thereof pursuant to Article III if such Original Management Transferee had not transferred such shares to such Third Party Transferee, such Original Management Investor shall indemnify GEI or the Company, as the case may be, for the difference between Fair Market Value and the price at which GEI or the Company could otherwise have purchased such shares from such Original Management Investor if such shares had not been Transferred to such Third Party Transferee. Each Third Party Transferee shall be deemed a Management Holder for purposes of Articles V and VI of this Agreement.

        Section 1.3     Compliance with Securities Laws.     No Management Holder or GEI Party shall Transfer any Capital Stock, and the Company shall not transfer on its books any shares of Capital Stock, unless:

        (a)   such Transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the " Securities Act "), and is in compliance with any applicable state securities or blue sky laws or such Management Holder or GEI Party, as the case may be, shall have furnished the Company with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and any applicable state securities or blue sky laws; and

        (b)   the certificates, if any, representing such Capital Stock issued to the transferee shall bear the following legend (or one to substantially similar effect):

"The shares represented by this certificate have not been registered under the U.S. Securities Act of 1933, as amended (the " Securities Act "). The shares have been acquired for investment and may not be sold, pledged or hypothecated in the United States in the absence of an effective registration statement for the shares under the Securities Act or an exemption thereunder. The shares represented by this certificate are subject to restrictions contained in an Amended and Restated Stockholders Agreement, dated as of September    , 2004 (the "Stockholders Agreement"). The Stockholders Agreement contains, among other things, certain provisions relating to the transfer of the shares represented by this certificate. No transfer, sale, assignment, pledge, hypothecation or other disposition of the shares represented by this certificate, directly or indirectly, may be made except in accordance with the provisions of such Stockholders Agreement. The holder of this certificate, by acceptance of this certificate, agrees to be bound by all of the provisions of such Stockholders Agreement applicable to the shares represented by this certificate."

provided , however , that the conditions set forth in Section 1.3(b) shall not apply to any sale of Capital Stock pursuant to (x) an effective registration statement under the Securities Act, or, (y) Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time (" Rule 144 "); provided , that such sale pursuant to Rule 144 is (i) not to an Affiliate of the Company and (ii) not made prior to a Public Offering Event (as defined in Section 7.1). References to the Original Agreement in any legend on a certificate for Capital Stock issued prior to the date hereof shall be deemed to refer to this Agreement.

        Section 1.4     Improper Transfer.     Any attempt to Transfer or otherwise encumber any Capital Stock in violation of this Agreement shall be null and void and neither the Company nor any registrar or transfer agent of such Capital Stock shall give any effect to such attempted Transfer or encumbrance in its stock records.

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        Section 1.5     Involuntary Transfer.     In the case of any Transfer of title or beneficial ownership of Capital Stock upon default, foreclosure, forfeit, court order or otherwise than by a voluntary decision on the part of a Management Holder (an " Involuntary Transfer "), such Management Holder (or such Management Holder's legal representatives) shall promptly (but in no event later than two (2) business days after such Involuntary Transfer or, in the event of a Transfer as a result of the death of a Management Holder, no later than two (2) business days after the appointment of the administrator of such Management Holder's estate) furnish written notice to the Company and GEI indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom such Capital Stock has been Transferred, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Nothing in this Section 1.5 shall be deemed to vest any Person who becomes a holder of Capital Stock pursuant to an Involuntary Transfer with any rights under this Agreement.

        Section 1.6     Certain Definitions.     For purposes of this Agreement:

        (a)   An " Affiliate " of any Person means any other Person directly or indirectly controlling, controlled by or under common control with the first Person.

        (b)   The term " control " (including, with correlative meanings, the terms " controlling ," " controlled by " and " under common control with "), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, an individual human being cannot be "controlled by" another Person, and no Management Investor or Employee Holder shall be deemed an Affiliate of GEI or LLC.

        (c)   " Person " means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

        Section 1.7     Exception for Employee Sales.     Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall prohibit any GEI Party from (a) selling shares of Common Stock to the Company in connection with a substantially contemporaneous sale of the same number of shares by the Company to employees (including officers) of the Company or any of its Subsidiaries or (b) selling shares of Common Stock directly to employees (including officers) of the Company or any of its Subsidiaries; provided , that the aggregate number of shares of Common Stock sold by the GEI Parties pursuant to clauses (a) and (b) shall not exceed 2,000,000 shares. For purposes of this Agreement, any sale of Common Stock complying with the terms of this Section 1.7 is hereinafter called an " Employee Sale ."

ARTICLE II.

TRANSFER PROCEDURE; RIGHT OF FIRST REFUSAL

        Section 2.1     Right of First Refusal.     If any Management Holder shall have received, and desires to accept, a bona fide arms' length written offer (a " Bona Fide Offer ") from a party unrelated to such Management Holder (the " Outside Party ") for the purchase of Capital Stock for consideration consisting entirely of cash and/or Marketable Securities (as defined in Section 2.4), then such Management Holder shall give a notice in writing (the " Transfer Notice ") to GEI and the Company setting forth such desire, which notice shall include the name and address of the Outside Party making such Bona Fide Offer and the price and other material terms and conditions thereof and shall be accompanied by a copy of the Bona Fide Offer. Upon receipt of such Transfer Notice, GEI shall have an option to purchase all (but not part) of the Capital Stock described in the Transfer Notice at the per share cash price specified in the Transfer Notice or, if the Transfer Notice describes a Transfer of Capital Stock for Marketable Securities, for a cash price to be determined in accordance with

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Section 2.4. If GEI desires to exercise the option set forth in the preceding sentence, it shall deliver a notice (an " Election Notice ") to the Management Holder and the Company within thirty (30) days of receipt of the Transfer Notice (the " Election Period "). In the event GEI does not deliver an Election Notice before the end of the Election Period, then the Company shall have the option to deliver an Election Notice with respect to all (but not part) of such Capital Stock to GEI and such Management Holder within ten (10) days after the expiration of the Election Period. For the avoidance of doubt, GEI may assign the right to exercise all or part of the option to purchase Capital Stock described in a particular Transfer Notice to the Company and/or one or more Affiliates of GEI, in which case (a) the Election Notice delivered by GEI shall specify the Persons exercising such option and the number of shares of Capital Stock to be acquired by each such assignee (provided that, in any event, all shares of Capital Stock specified in the relevant Transfer Notice shall be purchased) and (b) references to GEI in this Article II shall be deemed to refer to such assignees (or GEI and such assignees) as appropriate to reflect such assignment.

        Section 2.2     Obligation to Purchase and Sell; Closing.     If GEI or the Company delivers an Election Notice, then it shall be obligated to purchase, and the relevant Management Holder shall be obligated to sell, the Capital Stock described in such Election Notice at the cash price and on the other terms indicated in the Bona Fide Offer (subject to Section 2.4), except that the closing of such purchase and sale shall be held on the tenth business day after the expiration of the Election Period at 10:30 a.m., local time, at the principal executive office of the Company in Downers Grove, IL, or at such other time and place as the parties to such purchase and sale may mutually agree.

        Section 2.3     Consent Required for Transfer.     In the event neither GEI nor the Company delivers an Election Notice, then, GEI may, in its sole discretion, consent to the Transfer of the Capital Stock described in the Transfer Notice to the Outside Party specified therein; which consent may be subject to any terms and conditions specified by GEI, including a requirement that such Outside Party duly execute an agreement to be bound by the terms of this Agreement. Notwithstanding any other provision of this Agreement, no Management Holder may Transfer any Capital Stock to an Outside Party or any other Person (other than a Permitted Transferee, in the case of a Management Investor) absent express written consent from GEI and no failure by GEI to deliver an Election Notice or to expressly deny consent to any Transfer shall be deemed to constitute a consent to such Transfer. Any election by GEI or the Company not to exercise its rights under this Article II in any particular instance, or any consent to a Transfer by GEI, shall not constitute a waiver of its rights under Article I or this Article II in connection with any other proposed Transfer of Capital Stock or a consent with respect thereto.

        Section 2.4     Transfer for Marketable Securities.     If a Management Holder delivers a Transfer Notice relating to a Transfer of Capital Stock for consideration consisting of Marketable Securities, then the price to be paid for such securities by the Persons exercising the right of first refusal in Section 2.1 shall be based upon the closing price for such Marketable Securities on the primary market therefor on the day prior to the date of the Transfer Notice. For purposes of this Agreement, " Marketable Securities " means any securities that are freely tradeable by the holder thereof on The New York Stock Exchange, AMEX or The Nasdaq National Market and in which there is sufficient trading activity and volume to allow for the orderly disposition of such securities by the holders thereof.

        Section 2.5     Termination of Right of First Refusal.     The provisions of this Article II shall expire upon the occurrence of a Public Offering Event.

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ARTICLE III.

CALL OPTION

        Section 3.1     Call Event.     For purposes of this Agreement, a " Call Event " shall be deemed to occur (a) with respect to a Management Investor and such Management Investor's Permitted Transferees, if any, upon the termination of such Management Investor's employment with the Company or any of its subsidiaries for any reason and (b) with respect to an Employee Holder, upon the termination of such Employee Holder's employment with the Company or any of its subsidiaries for any reason. For the avoidance of doubt, if the Company elects not to renew an employment agreement with any Management Investor or Employee Holder and such failure to renew causes such Management Investor or Employee Holder to be entitled to severance or other similar benefits typically associated with termination of employment, then such failure to renew shall be deemed to be a termination of employment without Cause (as defined in Section 3.6(c)) for the purposes of this Article III. The Company shall give prompt written notice of any Call Event to GEI. Such notice shall specify the number of shares of Common Stock, and, if applicable, options to purchase Common Stock, held by the relevant Management Investor (and Permitted Transferees) or Employee Holder on the date of the Call Event and the dates of the acquisition thereof. The Company shall, as promptly as practicable, update such information in the event such Management Investor or Employee Holder exercises any options to purchase Common Stock after the Call Event.

        Section 3.2     GEI Call Right.     Upon the occurrence of a Call Event with respect to a Management Investor and such Management Investor's Permitted Transferees or Employee Holder prior to a Public Offering Event, GEI shall have an option (the " Call Option ") to purchase from such Management Investor (and such Management Investor's Permitted Transferees, if any) or such Employee Holder, as applicable, a number of shares of Common Stock not to exceed the number of shares of Common Stock determined in accordance with Section 3.6 at a per share price equal to (a) in the case of a Call Event resulting from a termination of a Management Investor for Cause (as defined in Section 3.6(c)) or a resignation by such Management Investor without Good Reason (as defined in Section 3.6(c)), the lower of (i) the Cost (as defined in Section 3.7) per share of the Common Stock and (ii) the Fair Market Value per share of the Common Stock determined in accordance with Section 3.7 and (b) in the case of any other Call Event, the Fair Market Value per share of the Common Stock determined in accordance with Section 3.7; provided , that, (x) if a Call Event results from a resignation by a Management Investor without Good Reason (but not a termination for Cause) and (y) (i) in the case of shares of Common Stock not acquired upon exercise of options to purchase Common Stock, such Management Investor has owned the shares of Common Stock for at least 7 years or (ii) in the case of shares of Common Stock acquired upon exercise of options to purchase Common Stock, the grant date of the option was at least 7 years prior to the date of the Call Event, then, the per share price to be paid for such shares of Common Stock described in clause (y)(i) or (y)(ii) of this proviso (but not any shares held for a shorter period of time or shares acquired pursuant to the exercise of options with a grant date less than 7 years prior to the date of the Call Event) shall be the Fair Market Value per share of Common Stock determined in accordance with Section 3.7. If GEI desires to exercise the Call Option, it shall, prior to the expiration of the Call Period (as defined below), deliver a notice (a " Call Notice ") to (x) the Management Investor and his or her Permitted Transferees, if any, or the Employee Holder, as applicable, and (y) the Company, which Call Notice shall specify the number of shares of Common Stock to be acquired. For the avoidance of doubt, GEI may assign the right to exercise all or part of the Call Option to purchase Common Stock to the Company and/or one or more Affiliates of GEI, in which case (a) the Call Notice delivered by GEI shall specify the Persons exercising such Call Option and the number of shares of Common Stock to be acquired by each such assignee and (b) references to GEI in this Article III shall be deemed to refer to such assignees (or GEI and such assignees) as appropriate to reflect such assignment. " Call Period " means (x) with respect to any shares of Common Stock that have not been held for at least 6 months at the time of the Call Event

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("Immature Shares"), nine months from the date of the Call Event, (y) with respect to any shares acquired pursuant to the exercise of options to purchase Common Stock acquired after the Call Event, nine months from the date of exercise of the last option to have been so exercised and (z) in any other case, 60 days from the occurrence of the Call Event; provided , that if the Company fails to give a notice specified in Section 3.1, and the Call Period would otherwise expire less than 30 days following the date on which GEI has actual knowledge of the occurrence of the relevant Call Event, then the Call Period shall be extended until the 30 ^th day following the first day on which GEI has actual knowledge of the occurrence of such Call Event; provided , further , that in no event shall GEI or the Company purchase any shares of Common Stock on or prior to the expiration of six months following the date such shares were first acquired by the Management Investor or Employee Holder and, if the Call Period would otherwise expire less than 30 days after the expiration of such six-month period, then the Call Period shall be extended until the 30 ^th day following the expiration of such six-month period. For the avoidance of doubt, GEI shall be entitled to deliver multiple Call Notices from time to time prior to the expiration of the relevant Call Periods described in this Section 3.2.

        Section 3.3     Company Call Right.     In the event GEI does not deliver a Call Notice before the end of a Call Period applicable to any particular shares of Common Stock or any Call Notice so delivered does not relate to the purchase of all of the shares of Common Stock subject to the Call Option as determined in accordance with Section 3.6, then the Company shall have the right to exercise the Call Option and deliver a Call Notice to (x) the Management Investor and his or her Permitted Transferees, if any, or the Employee Holder, as applicable and (y) GEI within ten (10) days after the first to occur of (i) expiration of the relevant Call Period and (ii) receipt of a Call Notice from GEI which relates to the purchase of less than all of the Common Stock subject to the Call Option, which Call Notice shall specify the number of remaining shares of Common Stock to be acquired. In the event Call Notices are delivered by both GEI and the Company and, as a result of miscalculation or similar error, the aggregate number of shares of Common Stock described in such Call Notices exceeds the aggregate number of shares specified in Section 3.6, the number of shares to be purchased by the Company shall be reduced accordingly. For the avoidance of doubt, the Company shall be entitled to deliver multiple Call Notices from time to time.

        Section 3.4     Obligation to Purchase and Sell; Closing.     If GEI or the Company delivers a Call Notice, then it shall be obligated to purchase, and the relevant Management Holders shall be obligated to sell, the Common Stock described in such Call Notice at the applicable price per share determined in accordance with the first sentence of Section 3.2 and Section 3.7. The closing of all purchases and sales of Common Stock pursuant to this Article III shall be held at 10:30 a.m., local time, at the principal executive office of the Company in Downers Grove, IL, on the later of (x) the fifth day after final determination of the Fair Market Value of the shares of Common Stock in accordance with Section 3.7, if such a determination is required pursuant to Section 3.2 and (y) a day specified by GEI or the Company, as applicable, in the Call Notice, which date shall not be later than the sixtieth day following the expiration of the Call Period and earlier than five days following the delivery by GEI or the Company, as applicable, of a Call Notice (or at such other time and place as the parties to such purchase and sale may mutually agree). If the aforesaid closing date falls on a day which is not a business day, then the closing shall be held on the next succeeding business day. In the event a Management Investor has transferred shares of Common Stock to one or more Permitted Transferees and fewer than all of such shares of Common Stock are to be purchased pursuant to this Article III, then the number of shares of Common Stock to be purchased shall be allocated among the Management Investor and such Permitted Transferees pro rata based upon the number of shares owned by each of them unless the Management Investor and each such Permitted Transferee deliver a notice to the Company and GEI no later than the fifth day prior to the closing of such purchase and sale specifying an alternate allocation.

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        Section 3.5     Delay in Exercise of Call Rights.     In the event a purchase of Common Stock pursuant to this Article III by GEI or the Company shall be prohibited by law or would cause a default under the terms of any indenture or loan agreement or other instrument to which the Company or any of its subsidiaries may be a party, the obligations of the Management Investor (and his or her Permitted Transferees, if any) or the Employee Holder, as applicable, GEI and the Company pursuant to this Article III shall be suspended until the earlier of (i) the date that is 180 days after the delivery of the Call Notice, and (ii) such time as such prohibition first lapses or is waived and no such default would be caused.

        Section 3.6     Shares Subject to Call Option.     (a)(1) In the case of a Call Event relating to an Original Management Investor other than (x) a termination of the Original Management Investor for Cause (as defined below) or (y) a resignation by such Original Management Investor without Good Reason (as defined below), the aggregate number of shares of Common Stock subject to the Call Option shall equal:

          (i)  if the Call Event occurs during the period beginning on (and including) February 24, 2004 and ending on (and including) February 24, 2005, the aggregate number of shares of Common Stock held by the Original Management Investor and his or her Permitted Transferees, if any;

         (ii)  if the Call Event occurs during the period beginning on (and including) February 25, 2005 and ending on (and including) February 24, 2006, eighty percent (80%) of the aggregate number of shares of Common Stock owned by the Original Management Investor on February 24, 2004;

        (iii)  if the Call Event occurs during the period beginning on (and including) February 25, 2006 and ending on (and including) February 24, 2007, sixty percent (60%) of the aggregate number of shares of Common Stock owned by the Original Management Investor on February 24, 2004;

        (iv)  if the Call Event occurs during the period beginning on (and including) February 25, 2007 and ending on (and including) February 24, 2008, forty percent (40%) of the aggregate number of shares of Common Stock owned by the Original Management Investor on February 24, 2004;

         (v)  if the Call Event occurs during the period beginning on (and including) February 25, 2008 and ending on (and including) February 24, 2009, twenty percent (20%) of the aggregate number of shares of Common Stock owned by the Original Management Investor on February 24, 2004; and

        (vi)  if the Call Event occurs during the period beginning on (and including) February 25, 2009, zero.

For purposes of this Section 3.6(a)(1), all shares of Common Stock owned by an Original Management Investor and acquired pursuant to an Original Contribution Agreement, a Subscription Agreement or upon the exercise of options to acquire Common Stock granted contemporaneously with the execution of this Agreement, which options are exercised after the date hereof, shall be deemed to have been owned by such Management Investor on February 24, 2004.

        (2)   In the case of a Call Event relating to an Additional Management Investor other than (x) a termination of the Additional Management Investor for Cause (as defined below) or (y) a resignation by such Additional Management Investor without Good Reason (as defined below), the aggregate number of shares of Common Stock subject to the Call Option shall equal:

          (i)  if the Call Event occurs during the period beginning on (and including) the date of this Agreement and ending on (and including) the first anniversary of the date of this Agreement, the aggregate number of shares of Common Stock held by the Additional Management Investor and his or her Permitted Transferees, if any;

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         (ii)  if the Call Event occurs during the period beginning on (and including) the day after the first anniversary of the date of this Agreement and ending on (and including) the second anniversary of the date of this Agreement, eighty percent (80%) of the aggregate number of shares of Common Stock owned by the Additional Management Investor on the date hereof;

        (iii)  if the Call Event occurs during the period beginning on (and including) the day after the second anniversary of the date of this Agreement and ending on (and including) the third anniversary of the date of this Agreement, sixty percent (60%) of the aggregate number of shares of Common Stock owned by the Additional Management Investor on the date hereof;

        (iv)  if the Call Event occurs during the period beginning on (and including) the day after the third anniversary of the date of this Agreement and ending on (and including) the fourth anniversary of the date of this Agreement, forty percent (40%) of the aggregate number of shares of Common Stock owned by the Additional Management Investor on the date hereof;

         (v)  if the Call Event occurs during the period beginning on (and including) the day after the fourth anniversary of the date of this Agreement and ending on (and including) the fifth anniversary of the date of this Agreement, twenty percent (20%) of the aggregate number of shares of Common Stock owned by the Additional Management Investor on the date hereof;

        (vi)  if the Call Event occurs during the period beginning on (and including) the day after the fifth anniversary of the date of this Agreement, zero.

For purposes of this Section 3.6(a)(2), all shares of Common Stock owned by an Additional Management Investor and acquired pursuant to a Subscription Agreement or upon the exercise of options to acquire Common Stock granted contemporaneously with the execution of this Agreement, which options are exercised after the date hereof, shall be deemed to have been owned by such Additional Management Investor on the date hereof.

        (b)   Notwithstanding anything to the contrary contained in this Agreement, (i) in the case of a Call Event relating to an Employee Holder, the aggregate number of shares of Common Stock subject to the Call Option shall equal all shares of Common Stock owned by the Employee Holder and (ii) in the case of a Call Event resulting from a termination of a Management Investor for Cause or a resignation by such Management Investor without Good Reason, the aggregate number of shares of Common Stock subject to the Call Option shall equal all shares of Common Stock owned by the Management Investor and his or her Permitted Transferees, if any.

        (c)   With respect to a particular Management Investor: " Cause " shall have the meaning provided in such Management Investor's then-current employment agreement with the Company or a subsidiary of the Company, as applicable, or, if such Management Investor does not have a current employment agreement or if "Cause" is not defined therein, then " Cause " shall mean (A) gross neglect by the Management Investor of his or her duties, (B) the Management Investor's commission of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest or imposition of unadjudicated probation for any felony or other crime, (C) gross, intentional or negligent misconduct by the Management Investor in connection with the performance of any material portion of his or her duties, (D) material violation of any rule or policy of the Company or its subsidiaries or (E) the Management Investor's commission at any time of any time of any act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company (or any affiliate or subsidiary thereof, or predecessor thereto or successor thereof); and " Good Reason " shall have the meaning provided in such Management Investor's then-current employment agreement with the Company or a subsidiary of the Company, as applicable, or, if such Management Investor does not have a current employment agreement or if "Good Reason" is not defined therein, then " Good Reason " shall mean (A) any material adverse change by the Company in the Management Investor's job title, duties, responsibility or authority, (B) failure by the Company to pay any material amount of

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base salary or bonus when due to the Management Investor, (C) a reduction in the Management Investor's base salary or a material modification in the Management Investor's right to participate in any bonus program offered to similarly-situated employees, (D) the termination or denial of the Management Investor's right to participate in employment-related benefits that are offered to similarly-situated employees, or (E) the Management Investor is required to have his/her principal location of work changed to any location that is in excess of 50 miles from the Management Investor's principal location of work as of the date hereof; provided that none of the events described in this definition of Good Reason shall constitute Good Reason unless the Management Investor notifies the Company in writing of the event that is purported to constitute Good Reason (which notice is provided not later than the 30th day following the occurrence of the event purported to constitute Good Reason) and then only if the Company fails to cure such event within 30 days after the Company's receipt of such written notice. In the event that there is a dispute between a Management Investor and the Company as to whether "Cause" for termination exists or whether a resignation was for "Good Reason", (x) such dispute shall be resolved by arbitration in accordance with the terms of such Management Investor's employment agreement or, if the Management Investor does not have a current employment agreement (or such agreement does not contain an arbitration provision) by arbitration pursuant to Section 10.5 and (y) the payments or deliveries, if any, to be made by GEI, the Company, the Management Investor and his or her Permitted Transferees, if any, in connection with this Article III shall be delayed until the final resolution of such dispute in such arbitration.

        Section 3.7     Fair Market Value; Cost.     (a) For purposes of this Article III, the " Fair Market Value " of each share of Common Stock shall be determined by the Board of Directors of the Company in the exercise of its reasonable discretion and shall be set as of the date of such determination; provided , however , that such determination shall not discount the value of such shares either because (i) they are subject to the restrictions set forth in this Agreement, (ii) a public market for such shares does not exist, or (iii) they constitute only a minority interest in the Company. The Company shall deliver a notice setting forth the determination of the Board of Directors as to Fair Market Value per share of Common Stock to GEI and the Management Investor (and his or her Permitted Transferees, if any) or the Employee Holder, as applicable, no later than the fifth day prior to the end of the Call Period. Upon delivery of notice of such Fair Market Value, the Management Investor or Employee Holder, as applicable, shall have ten (10) days in which to notify the Company and GEI in writing of any disagreement, which notice shall state in reasonable detail the reasons for such disagreement. If no written notice of disagreement is given by the Management Investor or Employee Holder, the Fair Market Value of the Common Stock as determined by the Board of Directors of the Company shall be conclusive and binding on (x) the Management Investor (and his or her Permitted Transferees, if any) or the Employee Holder, as the case may be, and (y) GEI and the Company. If written notice is given by the Management Investor or the Employee Holder of a disagreement (a "Dispute Resolution Notice"), the Company and the Management Investor or the Employee Holder, as applicable, shall have fifteen (15) days to resolve such disagreement. If the Company and such Management Investor or Employee holder are unable to resolve the disagreement within such fifteen (15) days, then they shall engage an investment banking firm or independent appraiser mutually acceptable to the Company and the Management Investor or the Employee Holder, as applicable, to determine the Fair Market Value of the Common Stock (which may be higher than, lower than or equal to the Fair Market Value of the Common Stock as determined by the Board of Directors of the Company). In the event that the Company and the Management Investor or Employee Holder, as applicable, are unable to agree on an investment banking firm or independent appraiser within ten (10) days following the expiration of the fifteen (15) day period described in the prior sentence, then they shall each propose two names of investment banking firms or independent appraisers with experience in securities valuation and the name of the investment banking firm or independent appraiser shall be selected by lot from the four names proposed. The determination of such firm or appraiser shall be made within fifteen (15) days of the engagement thereof and shall be final and binding upon (i) the Management Investor (and his or

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her Permitted Transferees, if any) or the Employee Holder, as applicable, and (ii) GEI and the Company, and shall not be subject to appeal or arbitration. The costs and expenses incurred in connection with the determination made by the investment banking firm or independent appraiser shall be borne by (i) the Company, in the event the Fair Market Value of the Common Stock determined by the investment banking firm or independent appraiser is greater than the Fair Market Value of the Common Stock determined by the Board of Directors and (ii) the Management Investor (and his or her Permitted Transferees) or the Employee Holder, as applicable, in the event the Fair Market Value of the Common Stock determined by the investment banking firm or independent appraiser is less than or equal to the Fair Market Value of the Common Stock determined by the Board of Directors. In the case of the application of clause (ii) of the preceding sentence, the purchaser(s) of shares of Common Stock pursuant to Section 3.2 and/or Section 3.3 shall be entitled to deduct and withhold (or, in the event the purchaser is not the Company, deduct and remit to the Company) the portion of such costs to be borne by the Management Investor (and his or her Permitted Transferees) or the Employee Holder (such costs to be allocated equally among all shares to be purchased from the Management Investor and his or her Permitted Transferees or the Employee Holder, as applicable). In the event that the closing of the purchase and sale of shares of Common Stock pursuant to the Call Option has not occurred on or before the two-month anniversary of the date upon which the Board of Directors of the Company determined the Fair Market Value thereof (unless a Dispute Resolution Notice has been delivered), then the Board of Directors shall determine the Fair Market Value as of a more recent date (selected in the sole discretion of the Board) and the dispute resolution procedures set forth in this Section 3.7(a) shall apply to any such further determination of Fair Market Value. Notwithstanding anything in Section 3.7(a) to the contrary, the Fair Market Value of any Immature Shares shall be determined as of a date that is not less than six months following the date such Immature Shares were first acquired by the Management Investor or Employee Holder, as the case may be.

        (b)   Notwithstanding anything in Section 3.7(a) to the contrary, in the event of delivery of a Tag-Along Notice or a Drag-Along Notice after a Call Option has arisen with respect to Common Stock held by a Management Investor or Employee Holder but prior to the consummation of the purchase of Common Stock by GEI or the Company pursuant to the Call Option, the Fair Market Value of the Common Stock shall be deemed to equal (x) in the event such notice relates to a Transfer of Common Stock for cash, the cash price per share of the relevant class specified in such notice or (y) in the event such notice relates to a Transfer of Common Stock for consideration consisting of consideration other than cash, the Fair Market Value of the Common Stock shall be determined as follows:

          (i)  if the notice specifies consideration consisting of Marketable Securities, then such consideration shall be valued based upon the closing price for such Marketable Securities on the primary market therefor on the day prior to the date of the notice; and

         (ii)  if the notice specifies consideration consisting of assets other than Marketable Securities, including illiquid securities, then the value of such consideration shall be determined by mutual agreement of the relevant Management Investor or Employee Holder and the Company; provided , that if they cannot agree to such valuation within 10 business days of the date of the notice, then they shall engage a mutually acceptable investment banking firm or independent appraiser to determine the fair market value of the consideration as contemplated by Section 3.7(a). The costs and expenses incurred in connection with the determination made by the investment banking firm or independent appraiser shall be borne by (i) the Company, in the event the Fair Market Value of the consideration determined by the investment banking firm or independent appraiser is greater than the Fair Market Value of such consideration determined by the Company and (ii) the Management Investor (and his or her Permitted Transferees) or the Employee Holder, as applicable, in the event the Fair Market Value of the consideration determined by the investment banking firm or independent appraiser is less than or equal to the Fair Market Value of the

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consideration determined by the Company. In the case of the application of clause (ii) of the preceding sentence, the purchaser(s) of shares of Common Stock pursuant to Section 3.2 and/or Section 3.3 shall be entitled to deduct and withhold (or, in the event the purchaser is not the Company, deduct and remit to the Company) the portion of such costs to be borne by the Management Investor (and his or her Permitted Transferees) or the Employee Holder (such costs to be allocated equally among all shares to be purchased from the Management Investor and his or her Permitted Transferees or the Employee Holder, as applicable).

        (c)   For purposes of this Article III, the " Cost " per share of Common Stock means $1.00 per share unless such share of Common Stock was acquired pursuant to the exercise of an option to purchase Common Stock, in which event the "Cost" per share of such Common Stock shall mean the strike price of the applicable option.

        Section 3.8     Termination of Call Option.     The provisions of this Article III shall expire upon the occurrence of a Public Offering Event.

ARTICLE IV.

ACTIONS AT CLOSING; OTHER SECURITIES

        Section 4.1     Actions at Closing.     At any closing held pursuant to Article II or Article III hereof:

        (a)   the purchase price for the purchase of Capital Stock shall be paid in cash (by wire transfer of immediately available funds to an account specified in writing by the recipients thereof at least three (3) business days prior to the date of such closing) or by certified or official bank check.

        (b)   the Management Holders of the Capital Stock being sold shall deliver all certificates, if any, which represent the shares of Capital Stock to be sold at such closing, duly endorsed for transfer with signatures guaranteed (if applicable), to the purchasers thereof and shall authorize the Company (or the Company's transfer agent, if any) to record in the Company's books and records the transfer to such purchasers of the shares of Capital Stock to be sold, including any shares of Capital Stock not evidenced by certificates.

        (c)   such Management Holders shall take all actions the purchasers shall request as necessary to vest in the applicable purchasers all shares of Capital Stock being sold, whether in certificated or uncertificated form, free and clear of all liens, charges and encumbrances of any kind.

        Section 4.2     Other Securities.     In the event any capital stock of the Company or any other Person shall be distributed on, with respect to, or in exchange for shares of Capital Stock as a stock dividend, stock split, spin-off, reclassification or recapitalization, or in connection with any merger or reorganization, the restrictions, rights and options set forth in this Agreement shall apply with respect to such other capital stock to the same extent as they are, or would have been applicable, to the Capital Stock on, or with respect to which, such other capital stock was distributed.

ARTICLE V.

TAG-ALONG RIGHTS

        Section 5.1     Right to Participate in Sale.     If all previous Transfers (other than Employee Sales) for value of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock made by the GEI Parties, together with any Transfer for value of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock proposed to be made by any GEI Party (each such proposed Transfer being referred to herein as a " Tag-Along Sale ") would result in the Transfer, in the aggregate for all such transactions, of more than ten percent (10%) of the Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, outstanding on the Tag-Along Sale Date, then the GEI Parties shall afford each

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Management Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article V. Each Management Holder shall have a proportionate right, but not the obligation (except as provided in Article VI), to participate in such Tag-Along Sale. The number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, (the " Tag-Along Allotment ") that each Management Holder will be entitled to include in such Tag-Along Sale shall be determined by multiplying (a) the number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, held by such Management Holder as of the close of business on the day immediately prior to the Tag-Along Notice Date by (b) a fraction (the " Tag-Along Fraction "), the numerator of which shall equal the number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, proposed by the GEI Parties to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, that are beneficially owned by the GEI Parties as of the close of business on the day immediately prior to the Tag-Along Notice Date. For the avoidance of doubt, the tag-along rights provided in this Article V shall apply only with respect to those classes of Capital Stock as to which the GEI Parties have transferred at least 10% of the outstanding shares of the relevant class and tag-along rights shall not be triggered with respect to a particular class of Capital Stock as a result of Transfers of any other class of Capital Stock.

        Section 5.2     Sale Notice.     GEI shall provide each Management Holder with written notice (the " Tag-Along Sale Notice ") not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the " Tag-Along Sale Date "). Each Tag-Along Sale Notice shall set forth: (i) the number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock proposed to be transferred or sold by the GEI Parties; (ii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed purchaser; (iii) the aggregate number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, held of record by the GEI Parties as of the close of business on the day immediately preceding the date of the Tag-Along Notice (the " Tag-Along Notice Date "); (iv) such Management Holder's Tag-Along Allotment assuming such Management Holder elected to sell the maximum number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, as possible; (v) confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for in this Article V and has agreed to purchase the Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, in accordance with the terms hereof; and (vi) the Tag-Along Sale Date.

        Section 5.3     Tag-Along Notice.     (a) If a Management Holder wishes to participate in the Tag-Along Sale, such Holder shall provide written notice (the " Tag-Along Notice ") to GEI within ten (10) days following the receipt of the Tag-Along Sale Notice. The Tag-Along Notice shall set forth the number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, that such Holder elects to include in the Tag-Along Sale, which shall not exceed such Management Holder's Tag-Along Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Management Holder, if any, which such Management Holder desires also to include in the Tag-Along Sale (" Additional Shares ") in the event there is any under-subscription for the entire amount of all Management Holders' Tag-Along Allotments. The Tag-Along Notice given by each Management Holder shall constitute such Holder's binding agreement to sell the Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, specified in such Tag-Along Notice (including any Additional Shares to the extent such Additional Shares are to be included in the Tag-Along Sale pursuant to the apportionment described below) on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 5.4; provided , however , that in the event that there is any material change in the terms and conditions of such Tag-Along Sale applicable to any

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Management Holder after such Management Holder gives its Tag-Along Notice, then, notwithstanding anything herein to the contrary, such Management Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its Capital Stock affected thereby.

        (b)   If the aggregate number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, proposed to be included by the Management Holders in any Tag-Along Sale (without taking into account any Additional Shares) is less than the aggregate Tag-Along Allotments of all of the Management Holders (such difference, the " Excess Allotment "), then the Excess Allotment shall be allocated among the GEI Parties and each Management Holder who has indicated a desire to sell Additional Shares pursuant to a Tag-Along Notice pro rata based upon the number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, owned by each of them as of the close of business on the day immediately prior to the Tag-Along Notice Date; provided , that if application of the foregoing provision does not result in allocation of the entire Excess Allotment, then the balance shall be allocated among the GEI Parties and each Management Holder with remaining Additional Shares pro rata based upon the number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, owned by each of them as of the close of business on the day immediately prior to the Tag-Along Notice Date and so on until the entire Excess Allotment has been allocated. GEI shall notify each Management Holder with Additional Shares to be included in the Tag-Along Sale of the number of such Additional Shares to be so included no later than the fifth (5th>) day prior to the Tag-Along Sale Date.

        (c)   If a Tag-Along Notice is not received by GEI from any Management Holder within the 10-day period specified above, the GEI Parties shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Management Holder, but only on terms and conditions which are no more favorable in any material respect to the GEI Parties than as stated in the Tag-Along Notice and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date. If such Tag-Along Sale does not occur within such sixty-day period, the Capital Stock that was to be subject to such Tag-Along Sale thereafter shall continue to be subject to all of the provisions of this Article V.

        Section 5.4     Terms of Tag-Along Sale; Cooperation.     Any sales of Capital Stock by a Management Holder as a result of the "Tag-Along Rights" provided under this Article V shall be on the same terms and conditions as the proposed Tag-Along Sale by the GEI Parties. The Management Holders shall cooperate in good faith with the GEI Parties and the Company in connection with the consummation of any Tag-Along Sale, including, without limitation, by executing a document containing representations, warranties, indemnities and agreements as requested by the purchaser in connection with the Tag-Along Sale to the same extent such representations, warranties, indemnities and agreements apply to the GEI Parties; provided , that, notwithstanding the foregoing, the liability for any indemnity obligations of any Management Holder under such document shall be several and not joint and several.

        Section 5.5     Authority to Record Transfer/Delivery of Certificates.     On the Tag-Along Sale Date, each Management Holder, if a participant in the applicable Tag-Along Sale, (a) authorizes the Company (or the Company's transfer agent, if any) to record in the Company's books and records the transfer of all of such Management Holder's Capital Stock included in such Tag-Along Sale which are not represented by one or more certificates, from the Management Holder to the purchaser in the Tag-Along Sale and (b) shall deliver all certificates, if any, which represent Capital Stock owned by suc