MOZAIC GROUP LTD. AMENDED AND RESTATED SHAREHOLDERS? AGREEMENT

1 .

Capitalization of the Company . As of the date of this Agreement:

1.1

The authorized capitalization of the Company is 100,000 shares of Class A (voting) common stock, $0.10 par value per share (the “ Voting Common Stock ”) and 900,000 shares of Class B (non-voting) common stock, $0.10 par value per share (the “ Non-Voting Common Stock ”).

1.2

The number of shares of capital stock of the Company which are issued and outstanding is 248,965 which consists of 16,795 Voting Common Stock and 232,170 Non-Voting Common Stock.

1.3

The issued and outstanding capital stock of the Company is held by the Shareholders as set forth on Schedule 2 , attached hereto.

1.4

Except as otherwise provided in this Agreement, each Shareholder represents and warrants that such Shareholder holds the Shares held by it set forth in Section 1.3, free and clear of any and all liens, pledges or encumbrances. Each Shareholder agrees not to incur, create or subject the Shares to any liens, pledges or encumbrances during the term of this Agreement, or any renewal or extension of it.

1.5

For purposes of purchasing a percentage of Shares or the Shares of a Shareholder pursuant to this Agreement, such Shares or percentage of Shares shall be based on the total of all shares owned by a Shareholder which includes Voting Common Stock and Non-Voting Common Stock. For purposes of corporate governance provisions under this Agreement, including without limitation any voting provisions, the percentage of Shares for voting shall be based on the total of the Voting Common Stock owned by a Shareholder.

2 .

Management of the Company.

2.1

Election and Removal of Board of Directors Generally .

(a)

The Shareholders shall vote (or shall consent pursuant to an action by written consent of the Shareholders) all of their Shares to establish and maintain a board of directors elected in accordance with this Agreement. Except as otherwise required by law, the business and affairs of the Company will be under the direction of its board of directors (the “ Board ”). For so long as SGS is a Shareholder, the Company’s Board shall consist of five (5) persons (the “ Directors ”). Three (3) Directors will be designated for nomination and election by SGS and two (2) Directors will be designated for nomination and election by

the Minority Shareholders, provided that if the Minority Shareholders do not hold at least 34% of the outstanding Voting Common Stock then the Minority Shareholders shall only have the right to elect one (1) Director and SGS will have the right to elect four (4) Directors. The Shareholders shall vote all their Shares to elect individuals so nominated to be Directors.

(b)

The Company shall provide the Shareholders with twenty (20) days’ prior written notice of any meeting at which Directors are to be elected. Each of SGS and the Minority Shareholders, if applicable, shall give written notice to the Company, no later than ten (10) days after receipt of such notice, of the persons designated by such Shareholders, if any, pursuant to Section 2.l(a) as its nominee for election as a Director. If SGS and/or the Minority Shareholders shall fail to give notice to the Company as provided hereinabove, it shall be deemed that the designee, if any, of SGS and/or the Minority Shareholders then serving as the designated Director shall be its designee for reelection. All Shareholders agree to vote their Shares in a manner to elect the designees of the Minority Shareholders and SGS.

(c)

No Shareholder shall vote to remove a Director designated by another Shareholder, except (i) upon clear and convincing evidence of bad faith or willful misconduct with respect to the Company, or (ii) if the Shareholder or Shareholders that nominated a Director give written notice to all the other Shareholders that such Shareholder or Shareholders wish to remove that Director, then all Shareholders shall vote their Shares in favor of removing that Director and replacing such designee. If, for any reason, any Director ceases to hold office, only the Shareholder or Shareholders that are entitled to nominate that Director shall be entitled to promptly nominate an individual to fill the vacancy so created for the unexpired term and all Shareholders shall vote all their Shares for the individual nominated to fill the vacancy

2.2

Current Board of Directors . Effective upon the execution and delivery of this Agreement, the number of Directors of the Company shall be set at five (5), and the Board shall consist of: Donna C. Dabney (nominated by SGS), Henry R. Baughman (Chairman) (nominated by SGS), Benjamin F. Harmon, IV (nominated by SGS), Mary Ann Gibson (“MAG”) (nominated by the Minority Shareholders), and William R. Freeman III (nominated by Minority Shareholders).

2.3

Board of Directors Meeting . The Company shall use its best efforts to ensure that meetings of its Board are held at least four times each year and at least once each quarter.

2.4

Quorum and Action by Directors . The presence of three (3) Directors, in person or by proxy, is required to constitute a quorum and action by at least three (3) Directors is required to constitute action and approval by the Board; provided, however, that at least one of the Directors appointed by the Minority Shareholders must be present in person or by proxy to constitute a quorum for purposes of taking action on the

following matters, and such Director together with at least one of the Directors appointed by SGS shall be required to approve any of such matters:

(a)

any sale greater than $25,000 of assets outside the ordinary course of business, or a consolidation, merger, liquidation, or dissolution of the Company (subject to ASC’s rights in the event of a default under the ASC Loan);

(b)

incurrence of debt (other than trade payables in the ordinary course of business) greater than $50,000, subject to ASC’s right to refinance the ASC Loan with a third party;

(c)

granting security interests in or mortgages of the Company’s assets involving more than $50,000;

(d)

approving or amending annual business plans (including plans for realizing cross-selling synergies);

(e)

approving or amending annual operating and capital expenditure budgets for Year 3 and beyond;

(f)

transactions between the Company and a Shareholder or Affiliate of a Shareholder, except for the purchase of materials or services from the parties (or their Affiliates) at normal or standard market prices or terms;

(g)

any change to the operating plans and capital expenditures and related budgets for Year 1 and Year 2, as agreed and attached hereto as Schedule 3 (the “ Agreed Year 1 and Year 2 Plans and Budget ”);

(h)

issuance of any stock that would dilute the aggregate ownership interest of the Minority Shareholders;

(i)

any increase or decrease in the fixed amount of five (5) Directors as set forth in Section 2.1 (a) of this Agreement;

(j)

any increase or decrease in the number of authorized shares of Voting and Non-Voting Common Stock;

(k)

creation of any new series or class of stock or creation of any bonds, notes or other obligations convertible into, exchangeable for or using option rights to purchase shares of stock of the Company;

(l)

issuance of any of the authorized but unissued Voting Common Stock and Non-Voting Common Stock;

(m)

reclassification, alteration or change of the rights, preferences or privileges of the Voting Common Stock and Non-Voting Common Stock or any other class or

series of shares so as to materially and adversely affect any of the Shares of the Shareholders; or

(n)

any material reorganization of the Company, including the transfer of significant operations or assets into subsidiaries or similar change in operation or structure.

2.5

Action by the Shareholders . No action by the Shareholders shall be taken without the vote of the Shareholders holding at least a majority of the Shares of the Voting Common Stock of the Company; provided, however, that the following matters will require the approval of the Shareholders holding at least 66-2/3% of the Shares of Voting Common Stock:

(a)

any sale greater than $25,000 of assets outside the ordinary course of business, consolidation, merger, liquidation, or dissolution (subject to ASC’s rights in the event of a default under the ASC Loan);

(b)

incurrence of debt (other than trade payables in the ordinary course of business) greater than $50,000, subject to ASC’s right to refinance the ASC Loan with a third party;

(c)

granting security interests in or mortgages of Company’s assets involving more than $50,000;

(d)

approving or amending annual business plans (including plans for realizing cross-selling synergies);

(e)

approving or amending annual operating and capital expenditure budgets for Year 3 and beyond;

(f)

transactions between the Company and a Shareholder or an Affiliate of a Shareholder, except for the purchase of materials or services from the parties (or their Affiliates) at normal or standard market prices or terms;

(g)

any change to the Agreed Year 1 and Year 2 Plans and Budget; provided, that any such change will require the agreement of the holders of not less than 90% of Voting Common Stock of the Company if SGS has converted the ASC Loan to equity;

(h)

issuance of any stock that would dilute the aggregate ownership interest of the Minority Shareholders;

(i)

any increase or decrease in the fixed amount of five (5) Directors as set forth in Section 2.1(a) of this Agreement;

(j)

any increase or decrease in the number of authorized shares of Voting and Non-Voting Common Stock;

(k)

creation of any new series or class of stock or creation of any bonds, notes or other obligations convertible into, exchangeable for or using option rights to purchase shares of stock of the Company;

(l)

issuance of any of the authorized but unissued shares of Voting and Non-Voting Common Stock; or

(m)

reclassification, alteration or change of the rights, preferences or privileges of the Voting and Non-Voting Common Stock or any other class or series of shares so as to materially and adversely affect any of the Shares of the Shareholders;

(n)

any material reorganization of the Company, including the transfer of significant operations or assets into subsidiaries or similar change in operation or structure.

3 .

Rights as a Shareholder. Each Shareholder acknowledges that, by becoming a Shareholder in the Company and entering into this Agreement, such Shareholder is not entering into or forming a partnership relationship with any other Shareholder and that the Shareholders of the Company shall not owe to one another the same or substantially the same fiduciary duties that partners owe to one another. Accordingly, except as expressly provided in this Agreement or required by law, each Shareholder acknowledges that each such Shareholder shall not, solely by virtue of such Shareholder’s ownership of Shares, be entitled among other things (a) to employment by the Company; (b) to serve as a director or officer of the Company, (c) to receive dividends or other distributions on such Shareholder’s Shares, except as the same may be declared from time to time by the Board in its sole discretion; (d) to have such Shareholder’s Shares redeemed by the Company when Shares of other Shareholders are being redeemed if the Board shall have determined in good faith that there exist special circumstances for redeeming the Shares from such other Shareholders; (e) to participate in or have preemptive rights with respect to any issue of capital stock, or rights to acquire capital stock of the Company, unless the Board shall have determined in its discretion to make such rights available; or (f) to sell such Shareholder’s Shares when another Shareholder is selling Shares.

4 .

Restrictions of Transfer of Shares; Permitted Transfers.

4.1

Restrictions of Transfer of Shares . Except as expressly provided in this Agreement, no Shareholder may sell, transfer, pledge or otherwise encumber such Shareholder’s Shares, now owned or hereafter acquired, without the prior written consent of the holders of at least 90% of the Shares of Voting Common Stock. Any purported sale, transfer, encumbrance or disposition in violation of this Agreement shall be void and shall not operate to transfer any interest or title to the purported transferee.

4.2

Permitted Transfers . In addition to other sales and/or transfers expressly permitted under this Agreement, SGS, DCS Family Investments, LLC, DCS Real Estate, L.L.C. and DCS Ventures, LLC, upon providing prior written notice to the other, may sell or transfer, including transfer by operation of law, to any Affiliate, its Shares at any time without restriction, other than compliance with applicable securities laws and the requirement that the transferee agree to be bound by the terms of this Agreement (a “ Permitted Transferee ”). No transfer may be made by SGS to a Permitted Transferee unless the Permitted Transferee executes and delivers a written agreement, in form and substance reasonably satisfactory to the Company, agreeing to be bound by the provisions of this Agreement as a “Shareholder”. No transfer may be made by DCS Family Investments, LLC, DCS Real Estate, L.L.C. and DCS Ventures, LLC to a Permitted Transferee other than under the DCS Ventures, LLC governing documents as of the date hereof unless MAG has controlling ownership interest in the Permitted Transferee and the Permitted Transferee executes and delivers a proxy granting MAG all voting power with respect to the transferred shares, In addition, no transfer may be made by MAG to a Permitted Transferee unless the Permitted Transferee executes and delivers a written agreement, in form and substance reasonably satisfactory to the Company, in which the Permitted Transferee, agrees to bound by the provisions of this Agreement as a “Shareholder”; provided, however, that MAG shall remain liable for all obligations and liabilities under this Agreement. MAG shall not transfer her ownership interest in DCS Family Investments, LLC, DCS Real Estate, L.L.C. and DCS Ventures, LLC or any of their Permitted Transferees that own Shares in the Company.

4.3

Representations . In connection with a sale of any of the Shares pursuant to this Agreement, the selling Shareholder shall be required to represent that (a) he, she or it has title to such Shares, free and clear of all liens and encumbrances except as provided in this Agreement; (b) he, she or it has power and authority to sell such Shares; and (c) the sale does not conflict with any other agreement to which the Shareholder is a party.

4.4

Legend on Certificates . No Shares shall be transferred on the books of the Company except upon compliance with the restrictions on transfer contained in this Agreement. Each certificate for Shares shall bear the following legend:

5 .

Purchase Option.

5.1

SGS Option to Purchase Remaining Interest . SGS will have the right (the “ Purchase Option ”), exercisable in its sole discretion during Year 3 to acquire all outstanding Shares held by the Minority Shareholders (the “ Remaining Shares ”), and the Minority Shareholders agree to sell the Remaining Shares to SGS upon the terms contained in this Section 5. SGS may exercise the Purchase Option by providing to each Minority Shareholder sixty (60) days’ prior written notice any time within Year 3 (the “ Purchase Option Exercise Notice ”). The price to be paid to the Minority Shareholders for the Remaining Shares pursuant to the Purchase Option shall be an amount expressed and paid in United States Dollars equal to the Purchase Option Exercise Price (defined below). Upon the Minority Shareholders’ receipt of the Purchase Option Exercise Notice, the Minority Shareholders shall complete the sale of all but not less than all of the Remaining Shares within sixty (60) days from the date of the Purchase Option Exercise Notice. At the closing, each Minority Shareholder shall deliver to SGS the certificate(s) for all of such Minority Shareholder’s Shares (duly endorsed for transfer or accompanied by appropriate stock powers), against payment by SGS of that portion of the Purchase Option Exercise Price payable to such Minority Shareholder.

5.2

Purchase Option Exercise Price . The total “ Purchase Option Exercise Price ” shall be an amount equal to (a) the number of Shares owned by the Minority Shareholders divided by the total issued and outstanding Shares of the Company, multiplied by (b) 5 times EBITDA for the twelve-month period ending on the last day of the month prior to the date the Purchase Option Exercise Notice is given. For example, if the Year 2 Projections arc met and the EBITDA for the twelve-month period ending on the last day of the month prior to the date the Purchase Option Exercise Notice is given is $6.7 million, a multiple of 5 will provide for a total Company valuation of $33.5 million. 49% of said amount is $16,415,000. The Minority Shareholders will be paid their pro rata share of said amount upon the closing of the Purchase Option.

6 .

Non-Performance Exit Right; Right of First Offer; Drag-Along Right.

6.1

Non-Performance Exit Right . In the event that the Company has (a) Sales in Year 2 that are less than $18,750,000 and (b) EBITDA in Year 2 that is less than $5,011,500, then SGS will have the right (the “ Non-Performance Exit Right ”), exercisable in its sole discretion during Year 3, to sell all but not less than all of its Shares to a third party, subject to this Section 6. Subject to the Minority Shareholders’ First Offer Right as set forth in Section 6.2, SGS may exercise the Non-Performance Exit Right by providing to each Minority Shareholder at least ninety (90) days’ prior written notice any time within Year 3 (“ Non-Performance Exit Right Notice ”) concerning its intent to sell all of its Shares to a third party.

6.2

Right of First Offer . Upon the Minority Shareholders receipt of the Non-Performance Exit Right Notice, the Minority Shareholders shall collectively have the right to provide an offer to SGS (the “ First Offer Right ”) to purchase all but not less than all of SGS’s Shares. All Minority Shareholders are not required to participate, but if one or more of the Minority Shareholders choose to exercise their First Offer Right then a Minority Shareholder authorized by all of the Minority Shareholders shall deliver, on behalf of all Minority Shareholders, to SGS and the Company, within fifteen (15) days after receiving the Non-Performance Exit Right Notice, a written notice executed by all Minority Shareholders. The written notice shall state the terms of the offer, which shall be binding on the Minority Shareholders, including the names of the Minority Shareholders that have elected to participate in the offer, the purchase price and terms pursuant to which the Minority Shareholders are willing to purchase all but not less than all of SGS’s Shares. None of the Minority Shareholders can exercise the First Offer Right until all Minority Shareholders have agreed and executed the notice delivered to SGS; provided, that those electing not to participate shall so indicate in such notice. Failure of the Minority Shareholders to notify SGS of their offer to purchase all of SGS’s Shares within such 15-day period, time being of the essence, shall constitute a waiver of the First Offer Right by the Minority Shareholders. If the Minority Shareholders elect to exercise their First Offer Right and SGS accepts such offer, then each participating Minority Shareholder shall purchase a pro rata portion of SGS’s Shares based on the number of Shares owned by that Minority Shareholder participating in exercising First Offer Right divided by the total number of Shares owned by all Minority Shareholders participating in exercising the First Offer Right.

6.3

Acceptance/Rejection . SGS, in its sole discretion, shall accept or reject the Minority Shareholders’ offer within fifteen (15) days from the date of SGS’s receipt of the Minority Shareholders’ offer. In the event that the Minority Shareholders properly exercise their First Offer Right and SGS accepts such offer, the Minority Shareholders must complete the purchase of all of SGS’s Shares within sixty (60) days from the date of SGS’s acceptance. Notwithstanding the foregoing, the Minority Shareholders’ acquisition of all of SGS’s Shares shall be conditioned upon the repayment of the ASC Loan in full at or before the closing of such acquisition. At the closing, SGS shall deliver to the Minority Shareholders the certificate(s) for all of SGS’s Shares (duly endorsed for transfer or accompanied by appropriate stock powers), against payment by the Minority Shareholders of the purchase price therefor. If the Minority Shareholders do not exercise their First Offer Right pursuant to Section 6.2 or SGS rejects the Minority Shareholders* offer, SGS may proceed with a sale of all of its Shares to a third party, subject to Section 6.4 below.

6.4

Drag Along Right . If SGS intends to accept a third party offer, then SGS shall deliver to each Minority Shareholder a notice of such third party offer (a “ Disposition Notice ”), specifying the purchase price and other terms and conditions of such third party offer and SGS’s reasonable determination that the third party offer is more favorable to SGS than any offer of the Minority Shareholders pursuant to Section 6.2.

7 .

Put/Call Right.

7.1

Grant of Put/Call Right . In the event that SGS has not exercised the Purchase Option or Non-Performance Exit Right in accordance with Section 5 or 6, respectively, on or before the last day of Year 3, then either SGS on one hand or all of the Minority Shareholders on the other hand, shall have the right (the “ Put/Call Right ”), to propose to the other a price at which such Shareholder would be willing to sell all of its Shares to the other (a “ Sale Offer ”), or purchase all of the Shares held by the other (a “ Purchase Offer ”). The Put/Call Right may be exercised by either SGS or the Minority Shareholders beginning on the first day following the last day of Year 3 by providing to the other and the Company written notice of the Sale Offer or Purchase Offer. If the Minority Shareholders choose to exercise their Put/Call Right, then a Minority Shareholder authorized by all of the Minority Shareholders shall deliver, on behalf of all Minority Shareholders, to SGS and the Company, a written notice executed by all Minority Shareholders. None of the Minority Shareholders can exercise the Put/Call Right until all Minority Shareholders have agreed and executed the notice delivered to SGS; provided, however, if the notice is to propose a Purchase

Offer to SGS then not all Minority Shareholders executing the notice have to participate in purchasing the SGS’s Shares; further provided, however, that if SGS rejects such a Purchase Offer, then all Minority Shareholders would be required to sell their Shares to SGS at the price specified in such Purchase Offer. The written notice delivered by the Minority Shareholders shall state the terms of the offer, which shall be binding on the Minority Shareholders, including the names of the Minority Shareholders that have elected to participate in the offer, the purchase price and other terms of such offer. Notwithstanding this Section 7.1, a Sale Offer proposed by the Minority Shareholders requires all Minority Shareholders to offer to sell all but not less than all of their Shares to SGS in accordance with this Section 7.1. If SGS and the Minority Shareholders both deliver written notice to the Company of its exercise of the Put/Call Right, the notice that was first received by the Company shall be the Put/Call Right that shall be exercised.

7.2

Sale Offer/Purchase Offer . The Party receiving a Sale Offer or Purchase Offer (the “ Recipient ”) will have thirty (30) days to provide written notice to the party making the proposal (the “ Offeror ”) of its acceptance or rejection of such offer. Any acceptance or rejection notice delivered to the Offeror by the Minority Shareholders must be agreed to and executed by all Minority Shareholders.

(a)

If the Recipient accepts a Sale Offer, the Recipient will complete the purchase of the Offerer’s Shares within sixty (60) days following the date of its notice of acceptance to the Offeror for the purchase price proposed by the Offeror. If the Recipient rejects a Sale Offer, then the Offeror must purchase all of the Shares held by such Recipient on the same terms contained in the Sale Offer. The Offeror will complete the purchase of all the Recipient’s Shares within sixty (60) days from the date that the Recipient notifies the Offeror of its rejection.

(b)

If the Recipient accepts a Purchase Offer, the Offeror will complete the purchase within sixty (60) days after the Recipient notifies the Offeror of its acceptance for the purchase price proposed by the Offeror. If the Recipient rejects a Purchase Offer, then the Recipient must purchase all of the Shares held by such Offeror on the same terms contained in the Purchase Offer. The Recipient will complete the purchase of all the Offerer’s Shares within sixty (60) days after the Recipient notifies the Offeror of its rejection.

(c)

The acquisition of SGS’s Shares by the Minority Shareholders pursuant to Section 7 is conditioned upon the repayment of the ASC Loan in full at or before the closing of such acquisition. The acquisition of the Minority Shareholders’ Shares by SGS pursuant to Section 7 is conditioned upon the repayment in full of the MAG Loan and the release of all MAG Guarantees or in lieu of such release an indemnity from SGS with respect only to the MAG Guarantees and MAG Collateral at or before closing of such acquisition.

(d)

The purchase price for any purchase or sale transaction pursuant to this Section 7 shall be paid in cash at the closing of such transaction.

8.

Termination of Employment of Management Employees.

8.1

Termination .

(a)

If any Management Employee is terminated by reason of death, disability or termination without Cause (as such terms are defined in such Management Employee’s employment agreement with the Company, or if there is no such employment agreement, then as Cause is defined in Section 14.3 of this Agreement), then the Minority Shareholders (other than the terminated Management Employee) will have the first right to purchase the Shares of such terminated Management Employee for the Termination Purchase Price set forth in Section 8.1 (c) (the “ Minority First Right ”). If they elect to exercise the Minority First Right, the Minority Shareholders shall do so by providing written notice executed by all Minority Shareholders (other than the terminated Management Employee and whether or not all Minority Shareholders are electing to participate in the offer), within thirty (30) days following the termination of employment of the Management Employee, to the Company and the terminated Management Employee (or his or her estate or personal representative). The Minority Shareholders’ written notice shall be delivered by a Minority Shareholder on behalf of all Minority Shareholders (as authorized by all of the Minority Shareholders), to the Company and the terminated Management Employee (or his or her estate or personal representative), including the names of the Minority Shareholders that have elected to participate in the offer for the Termination Purchase Price set forth in Section 8.1(c). Such offer shall be binding on all of the Minority Shareholders. Closing shall occur on the tenth day following delivery of such written notice. The Shares of the terminated Management Employee and the obligation to pay the Termination Purchase Price for such Shares shall be allocated among the Minority Shareholders exercising the First Offer Right based upon a fraction, the numerator of which is the number of Shares owned by each participating Minority Shareholder, and the denominator of which is the number of Shares owned by all of the participating Minority Shareholders. Failure of the Minority Shareholders to notify the Company and the terminated Management Employee (or his or her estate or personal representative) of the Minority Shareholders’ election to exercise the Minority First Right within the 30-day period, shall constitute a waiver of such right. Notwithstanding the foregoing, the Minority Shareholders cannot exercise the Minority First Right (a) with respect to Shares held by MAG or her estate or personal representative, (b) if the exercise of the Minority First Right would dilute MAG’s Shares to less than 34%, or (c) if the exercise of the Minority First Right would increase the Shares held by the Minority Shareholders. If the Minority First Right is exercised by the Minority Shareholders pursuant to this Section 8.1, neither the Company, SGS, nor Alcoa will have any obligation to make any payment to a terminated employee for his or her Shares.

(b)

In the event the Minority First Right cannot be exercised due to the penultimate sentence of Section 8.1 (a) or the Minority Shareholders do not exercise such right within thirty (30) days after the Management Employee’s termination pursuant to Section 8.1(a), the Company will purchase the terminated Management Employee’s Shares for the Termination Purchase Price set forth in 8.1(c). The closing of such purchase by the Company will occur within 30 days after the Management Employee’s termination if the Minority First Right cannot be exercised and within 60 days after such termination if the Minority Shareholders fail to exercise the Minority First Right. To the extent that the Company is required to purchase Shares under this subsection and the Company is prevented by law from purchasing such Shares, the Company shall notify the Shareholders of that fact as promptly as practicable under the circumstances and each of the Shareholders other than the terminated Management Employee shall purchase from the terminated Management Employee (or his or her estate or personal representative) and the terminated Management Employee (or his or her estate or personal representative) shall sell the Shares of the terminated Management Employee for the Termination Purchase Price and upon the other terms required of the Company that number of such unpurchased Shares as equals the proportion which the number of Shares owned by each such remaining Shareholder at the termination date of the Management Employee’s employment bea