Repurchase Right. Shares of Common Stock acquired pursuant to any Award shall be subject to a right (but not an obligation) of repurchase by the Company as described in this Section upon the termination of Recipient’s relationship as a Service Provider with the Company or an Affiliated Entity (the “Right of Repurchase”). The Recipient shall not transfer, assign, encumber or otherwise dispose of any stock acquired pursuant to Awards, except as provided in this Section 5.16 or Section 5.9. The Administrative Body shall have the right to assign all or a portion of the Company’s Right of Repurchase at any time, whether or not a Right of Repurchase is then outstanding, to one or more persons as selected by the Administrative Body.

Repurchase Period. The Right of Repurchase shall be exercisable with respect to any shares acquired pursuant to an Award only during the 180-day period immediately following the latest of: # the termination date of Recipient’s relationship as a Service Provider with the Company or an Affiliated Entity; # the date on which such shares were purchased or otherwise acquired (through vesting or otherwise) pursuant to an Award and # the expiration of all other agreements (including restrictive covenants) of Recipient in favor of the Company or an Affiliated Entity, provided, that such agreement must be in breach or have been breached by Recipient to enable the Company to exercise its right under this Section 5.16.2(iii).

Repurchase Option. Unless the Administrator determines otherwise, the Stock Award Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Award Agreement shall be the original purchase price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine.

Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, subject to any adjustments provided herein, the number of outstanding Shares as determined on such day is # less than ​12 million (in the case of the first such notice) or # thereafter more than ​13 million less than the number of Shares included in the immediately preceding Repurchase Notice; provided that Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it reasonably expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed a Repurchase Notice) if # Counterparty remakes in such advance notice the representation set forth in [Section 8(f)] as of the date of such advance notice and # Counterparty provides a subsequent notice of the number of Shares actually repurchased promptly following the completion of such repurchases. Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a [Section 16] “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments,

Repurchase Rights. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

Repurchase Option. At any time on or after the Repurchase Option Date, Company may cause one of its subsidiaries (provided, however, that such subsidiary may not be a disregarded entity for U.S. federal income tax purposes with a regarded owner for U.S. federal income tax purposes that is the Company) to purchase from Bain all of Bain’s rights under this Agreement (and assume all of Bain’s obligations under this Agreement) in exchange for the Repurchase Amount. Company shall provide Bain with at least ​ prior written notice of its intent to exercise its repurchase option set forth in this Section 4.2.

Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable Restriction Period, Restricted Shares that are at that time subject to restrictions shall be forfeited or repurchased in accordance with the Award Agreement; provided, however, the Committee may # provide in any Restricted Share Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Shares will be waived in whole or in part in the event of terminations resulting from specified causes, and # in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Shares.

Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment and service during the applicable Restriction Period, Restricted Share Units that are at that time unvested shall be forfeited or repurchased in accordance with the Award Agreement; provided, however, the Committee may # provide in any Restricted Share Unit Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Share Units will be waived in whole or in part in the event of terminations resulting from specified causes, and # in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Share Units.

Repurchase Option. Unless the Administrator determines otherwise, the Stock Award Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Award Agreement shall be the original purchase price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine.

Repurchase Notices. Counterparty shall, at least two Scheduled Trading Days prior to any day on which Counterparty effects any repurchase of Shares, give Dealer a written notice of such repurchase (a “Repurchase Notice”) if, following such repurchase, the number of outstanding Shares as determined on such day is # less than 93.3 million (in the case of the first such notice) or # thereafter more than 5.9 million less than the number of Shares included in the immediately preceding Repurchase Notice; provided that Counterparty may provide Dealer advance notice on or prior to any such day to the extent it expects that repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (and in such case, any such advance notice shall be deemed a Repurchase Notice to the maximum extent of repurchases set forth in such advance notice as if Counterparty had executed such repurchases). In the event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 8(e) then Counterparty agrees to indemnify and hold harmless Dealer, its affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an “Indemnified Party”) from and against any and all commercially reasonable losses