Common use of Company Purchase Option Clause in Contracts

Company Purchase Option. (a) The Company shall have the unconditional right and option to purchase any or all of the Vesting Common Shares that have not vested at a purchase price of $170 per share (the "Option Price") upon a Termination of Employment on the terms and conditions hereinafter provided. (b) In addition to the rights set forth in Section 3(a), prior to an initial public offering of Common Stock, the Company shall have the unconditional right and option to purchase any and or all of the Vesting Common Shares that have vested pursuant to this Agreement at a per share purchase price equal to the Fair Market Value thereof (the "Fair Market Value Price") upon a Termination of Employment on the terms and conditions hereinafter provided. The Company's right and option set forth in Sections 3(a) and 3(b) is referred to herein as the "Purchase Option." The Purchase Option, if exercised, must be exercised no later than 60 days after a Termination of Employment. The Purchase Option may be exercised in whole or in part. Any Common Stock which becomes subject to the Purchase Option as provided herein but with respect to which the Purchase Option is not exercised in accordance with the terms hereof shall become fully vested upon expiration of the period during which the Purchase Option with respect thereto is effective, and no such Common Stock shall at any time thereafter be subject to the Purchase Option. (c) The Purchase Option shall be exercised by written notice signed by an officer of the Company and delivered or mailed to Purchaser as provided in Section 16(c) of this Agreement and to the Escrow Agent (as defined in Section 5 hereof) as provided in the Joint Escrow Instructions (as defined in Section 5 hereof) and shall be effective immediately upon such delivery or mailing. Amounts due to Purchaser from the Company as a result of exercise of the Purchase Option shall be payable in cash (except as otherwies provided in the Note)promptly after exercise of the Purchase Option or, in the case of ETA Stock and/or "Catch Up Vesting", as soon as reasonably practical after determination of whether or not any applicable Performance Criteria were met. (d) As used herein, "Fair Market Value" shall mean the fair market value of a share of Common Stock, representing the price a willing buyer would pay and at which at willing seller would sell, neither under any compulsion or duress. Initially, the parties shall attempt to agree on Fair Market Value for a period of thirty (30) days. If they are unable to reach agreement, each of them shall within ten (10) days nominate an independent appraiser skilled in valuing securities similar to the Common Stock, and the two appraisers so nominated shall appoint a third appraiser within ten (10) days. The third appraiser shall determine Fair Market Value, and such determination shall be conclusive and binding on all parties. Each party shall bear the costs, if any, of the appraiser it nominates, and the parties shall share equally the costs of the third appraiser, the Purchaser's share of which may be deducted by the Company from any amounts payable to Purchaser if Purchaser has not otherwise paid his portion of the third appraiser's costs.

Company Purchase Option. a. Employee shall not (aeither during or following Employee's employment with the Company) The Company transfer, sell, donate, pledge or otherwise dispose of or encumber (collectively, "Transfer") any Shares except as provided in this Section 11. b. In the event Employee (either during or following Employee's employment with the Company) desires to in any way directly or indirectly, Transfer, either voluntarily or involuntarily, all or any portion of his Shares, Employee shall have first obtain a bona fide written offer which he desires to accept (hereinafter called the unconditional right and option "Offer") to purchase any or all the Shares which he desires to sell ("Offered Shares"). Employee shall then provide written notice to the Company of such desire which notice shall set forth the Vesting Common Shares that have not vested at a purchase price of $170 per share (for the "Option Price") upon a Termination of Employment on Offered Shares set forth in the Offer, and the other terms and conditions hereinafter providedupon which Employee shall sell the Offered Shares. The purchase price payable by the Company for such Offered Shares shall be equal to the price per Share paid by the Employee for such Shares. c. For a period of fifteen (b15) In addition days after the delivery to the rights set forth in Section 3(a), prior to an initial public offering Company of Common Stocknotice of the Offer, the Company shall have the unconditional right and option, exercisable by written notice to Employee, to purchase the Offered Shares for the purchase price set forth above. If the Company does not exercise its option to purchase any the Offered Shares within the applicable fifteen (15) day period, the Company's option to purchase the Offered Shares shall terminate and or all of Employee shall have the Vesting Common right to sell the Offered Shares that have vested pursuant to this Agreement the third party making the Offer at a per share purchase price equal to not less than the Fair Market Value thereof (the "Fair Market Value Price") upon a Termination of Employment on the terms and conditions hereinafter provided. The Company's right and option purchase price set forth in Sections 3(a) the Offer and 3(b) is referred to herein as the "Purchase Option." The Purchase Option, if exercised, must be exercised no later than 60 days after a Termination of Employment. The Purchase Option may be exercised in whole or in part. Any Common Stock which becomes subject to the Purchase Option as provided herein but with respect to which the Purchase Option is not exercised substantially in accordance with the other terms hereof shall become fully vested upon and conditions of the Offer; provided, however, that if a Transfer to such third party is not consummated within ninety (90) days after the expiration of the foregoing fifteen (15) day period during which at a purchase price not less than the Purchase Option purchase price set forth in the Offer and substantially in accordance with respect thereto the other terms and conditions of the Offer, Employee shall not be entitled to Transfer the Offered Shares unless a new Offer is effective, obtained and no such Common Stock shall at any time thereafter be subject the Offered Shares are then reoffered to the Purchase OptionCompany in accordance with the foregoing procedures of this Section. (c) The Purchase Option d. Settlement for the purchase of Offered Shares by the Company pursuant to this Section shall be exercised by written notice signed by an officer of made within thirty (30) days following the Company and delivered or mailed to Purchaser as provided in Section 16(c) of this Agreement and to the Escrow Agent (as defined in Section 5 hereof) as provided in the Joint Escrow Instructions (as defined in Section 5 hereof) and shall be effective immediately upon such delivery or mailing. Amounts due to Purchaser from the Company as a result date of exercise of the Purchase Option option. Settlements for the purchase and sale of Offered Shares shall, unless otherwise agreed to, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be payable in cash (except as otherwies provided in the Note)promptly after exercise of the Purchase Option or, in the case of ETA Stock and/or "Catch Up Vesting", as soon as reasonably practical after determination of whether or not any applicable Performance Criteria were met. (d) As used herein, "Fair Market Value" shall mean the fair market value of a share of Common Stock, representing the price a willing buyer would pay and at which at willing seller would sell, neither under any compulsion or duress. Initially, the parties shall attempt to agree on Fair Market Value for a period of thirty (30) days. If they are unable to reach agreement, each of them shall within ten (10) days nominate an independent appraiser skilled in valuing securities similar to the Common Stock, and the two appraisers so nominated shall appoint a third appraiser within ten (10) days. The third appraiser shall determine Fair Market Value, and such determination shall be conclusive and binding on all parties. Each party shall bear the costs, if any, of the appraiser it nominates, and the parties shall share equally the costs of the third appraiser, the Purchaser's share of which may be deducted fixed by the Company from any amounts payable (within the time limits allowed by the provisions of this Agreement) by notice in writing to Purchaser if Purchaser has not otherwise paid his portion Employee given at least five (5) days in advance of the third appraisersettlement date specified. At settlement, the Offered Shares being sold shall be delivered by Employee to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee. e. This Section shall not apply to a transfer of Shares by Employee to his spouse, parents, siblings or lineal descendants or any such persons or to a trust for the benefit of any of the foregoing (including trusts for such Employee's costsbenefit); provided, that any such transferee shall agree in writing to be bound by, and to comply with, all applicable provisions of this Agreement; provided, further, that any shares so transferred shall be held by the transferee subject to the rights, obligations, sale/repurchase rights and other burdens which would be imposed on Employee with respect to such Shares as if he had not transferred the shares. f. In connection with, and as a condition of, permitting any Transfer or delivery of stock certificates under this Section, the Company may require Employee to pay to it a sufficient sum to enable it to pay, or to reimburse it for any payment made in respect of, any stamp tax or other governmental charge in connection with such transfer or delivery. g. The provisions of this Section 11 shall remain in full force and effect until the closing of the first public offering of the Company's common stock after the date hereof.

Company Purchase Option. a. Consultant shall not (aeither during or following Consultant's employment with the Company) The Company transfer, sell, donate, pledge or otherwise dispose of or encumber (collectively, "Transfer") any Shares except as provided in this Section 11. b. In the event Consultant (either during or following Consultant's employment with the Company) desires to in any way directly or indirectly, Transfer, either voluntarily or involuntarily, all or any portion of his Shares, Consultant shall have first obtain a bona fide written offer which he desires to accept (hereinafter called the unconditional right and option "Offer") to purchase any or all the Shares which he desires to sell ("Offered Shares"). Consultant shall then provide written notice to the Company of such desire which notice shall set forth the Vesting Common Shares that have not vested at a purchase price of $170 per share (for the "Option Price") upon a Termination of Employment on Offered Shares set forth in the Offer, and the other terms and conditions hereinafter providedupon which Consultant shall sell the Offered Shares. The purchase price payable by the Company for such Offered Shares shall be equal to the price per Share paid by the Consultant for such Shares. c. For a period of fifteen (b15) In addition days after the delivery to the rights set forth in Section 3(a), prior to an initial public offering Company of Common Stocknotice of the Offer, the Company shall have the unconditional right and option, exercisable by written notice to Consultant, to purchase the Offered Shares for the purchase price set forth above. If the Company does not exercise its option to purchase any the Offered Shares within the applicable fifteen (15) day period, the Company's option to purchase the Offered Shares shall terminate and or all of Consultant shall have the Vesting Common right to sell the Offered Shares that have vested pursuant to this Agreement the third party making the Offer at a per share purchase price equal to not less than the Fair Market Value thereof (the "Fair Market Value Price") upon a Termination of Employment on the terms and conditions hereinafter provided. The Company's right and option purchase price set forth in Sections 3(a) the Offer and 3(b) is referred to herein as the "Purchase Option." The Purchase Option, if exercised, must be exercised no later than 60 days after a Termination of Employment. The Purchase Option may be exercised in whole or in part. Any Common Stock which becomes subject to the Purchase Option as provided herein but with respect to which the Purchase Option is not exercised substantially in accordance with the other terms hereof shall become fully vested upon and conditions of the Offer; provided, however, that if a Transfer to such third party is not consummated within ninety (90) days after the expiration of the foregoing fifteen (15) day period during which at a purchase price not less than the Purchase Option purchase price set forth in the Offer and substantially in accordance with respect thereto the other terms and conditions of the Offer, Consultant shall not be entitled to Transfer the Offered Shares unless a new Offer is effective, obtained and no such Common Stock shall at any time thereafter be subject the Offered Shares are then reoffered to the Purchase OptionCompany in accordance with the foregoing procedures of this Section. (c) The Purchase Option d. Settlement for the purchase of Offered Shares by the Company pursuant to this Section shall be exercised by written notice signed by an officer of made within thirty (30) days following the Company and delivered or mailed to Purchaser as provided in Section 16(c) of this Agreement and to the Escrow Agent (as defined in Section 5 hereof) as provided in the Joint Escrow Instructions (as defined in Section 5 hereof) and shall be effective immediately upon such delivery or mailing. Amounts due to Purchaser from the Company as a result date of exercise of the Purchase Option option. Settlements for the purchase and sale of Offered Shares shall, unless otherwise agreed to, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be payable in cash (except as otherwies provided in the Note)promptly after exercise of the Purchase Option or, in the case of ETA Stock and/or "Catch Up Vesting", as soon as reasonably practical after determination of whether or not any applicable Performance Criteria were met. (d) As used herein, "Fair Market Value" shall mean the fair market value of a share of Common Stock, representing the price a willing buyer would pay and at which at willing seller would sell, neither under any compulsion or duress. Initially, the parties shall attempt to agree on Fair Market Value for a period of thirty (30) days. If they are unable to reach agreement, each of them shall within ten (10) days nominate an independent appraiser skilled in valuing securities similar to the Common Stock, and the two appraisers so nominated shall appoint a third appraiser within ten (10) days. The third appraiser shall determine Fair Market Value, and such determination shall be conclusive and binding on all parties. Each party shall bear the costs, if any, of the appraiser it nominates, and the parties shall share equally the costs of the third appraiser, the Purchaser's share of which may be deducted fixed by the Company from any amounts payable (within the time limits allowed by the provisions of this Agreement) by notice in writing to Purchaser if Purchaser has not otherwise paid his portion Consultant given at least five (5) days in advance of the third appraisersettlement date specified. At settlement, the Offered Shares being sold shall be delivered by Consultant to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Consultant. e. This Section shall not apply to a transfer of Shares by Consultant to his spouse, parents, siblings or lineal descendants or any such persons or to a trust for the benefit of any of the foregoing (including trusts for such Consultant's costsbenefit); provided, that any such transferee shall agree in writing to be bound by, and to comply with, all applicable provisions of this Agreement; provided, further, that any shares so transferred shall be held by the transferee subject to the rights, obligations, sale/repurchase rights and other burdens which would be imposed on Consultant with respect to such Shares as if he had not transferred the shares. f. In connection with, and as a condition of, permitting any Transfer or delivery of stock certificates under this Section, the Company may require Consultant to pay to it a sufficient sum to enable it to pay, or to reimburse it for any payment made in respect of, any stamp tax or other governmental charge in connection with such transfer or delivery. g. The provisions of this Section 11 shall remain in full force and effect until the closing of the first public offering of the Company's common stock after the date hereof.

Company Purchase Option. (a) The Company shall have the unconditional right and option to purchase any or all of the Vesting Common Shares that have not vested as provided in Section 2 at a purchase price of $170 1.00 per share (the "Option Price") upon a Termination of Employment on the terms and conditions hereinafter provided. (b) In addition to the rights set forth in Section 3(a), prior to an initial public offering of Common Stock, the Company shall have the unconditional right and option to purchase any and or all of the Vesting Common Shares that have vested pursuant to this Agreement vested, at a per share purchase price equal to the Fair Market Value thereof (the "Fair Market Value Price") upon a Termination of Employment on the terms and conditions hereinafter provided. The Company's right and option set forth in Sections 3(a) and 3(b) is referred to herein as the "Purchase Option." (c) The determination of whether ETA Stock has vested or has failed to vest shall be made as of the date the Termination of Employment occurs with no credit for the Company's performance in any subsequent Performance Years, and there will be no "Catch Up Vesting." The Purchase Option, if exercised, must be exercised no later than 60 days after a Termination of Employment. The Purchase Option may be exercised in whole or in part. Any Common Stock which becomes subject to the Purchase Option as provided herein but with respect to which the Purchase Option is not exercised in accordance with the terms hereof shall become fully vested upon expiration of the period during which the Purchase Option with respect thereto is effective, and no such Common Stock shall at any time thereafter be subject to the Purchase Option. (cd) The Purchase Option shall be exercised by written notice signed by an officer of the Company and delivered or mailed to Purchaser as provided in Section 16(c15(c) of this Agreement and to the Escrow Agent (as defined in Section 5 hereof) as provided in the Joint Escrow Instructions (as defined in Section 5 hereof) and shall be effective immediately upon such delivery or mailing. Amounts due to Purchaser from the Company as a result of exercise of the Purchase Option shall be payable in cash (except as otherwies provided in the Note)promptly promptly after exercise of the Purchase Option or, in the case of ETA Stock and/or "Catch Up Vesting", as soon as reasonably practical after determination of whether or not any applicable Performance Criteria were met. (de) As used herein, "Fair Market Value" shall mean the fair market value of a share of Common Stock, representing the price a willing buyer would pay and at which at willing seller would sell, neither under any compulsion or duress. Initially, the parties shall attempt to agree on Fair Market Value for a period of thirty (30) days. If they are unable to reach agreement, each of them shall within ten (10) days nominate an independent appraiser skilled in valuing securities similar to the Common Stock, and the two appraisers so nominated shall appoint a third appraiser within ten (10) days. The third appraiser shall determine Fair Market Value, and such determination shall be conclusive and binding on all parties. Each party The Company shall bear the costs, if any, of the appraiser it nominates, and the parties shall share equally the any costs of the third appraiser, the Purchaser's share of which may be deducted by the Company from any amounts payable to Purchaser if Purchaser has not otherwise paid his portion of the third appraiser's costsall three appraisers.

Company Purchase Option. (a) A. The Company shall have the unconditional right and option to purchase any or all of the Vesting Common Shares that have not vested at a purchase price of from Grantee for one cent ($170 .01) per share (the "“Option Price"”), if Grantee ceases to be employed by the Company for any reason (the “Purchase Option”), except as expressly provided in Subsection B of this Section 3. Except as otherwise provided in Subsection C of this Section 3, the Purchase Option of the Company will expire on , 20 if Grantee has been continuously employed from the date of this Agreement through , 20 . B. In the event Grantee ceases to be an employee of the Company at any time subsequent to , 20 by reason of [his/her] death or total disability (as defined in the Company’s Long-Term Disability Benefits for Salaried Employees Plan (the “LTDB Plan”)), the Purchase Option shall thereupon terminate in respect of that number of the Shares which is equal to the product of (i) upon , multiplied by (ii) a Termination fraction the numerator of Employment which is the number of full calendar months elapsed during the period beginning on , 20 and ending on the terms date of the death or total disability (as defined in the LTDB Plan) of Grantee, and conditions hereinafter providedthe denominator of which is [36], and the Purchase Option shall be exercised with respect to the remaining Shares. C. In the event that on or before , 20 the Company determines that it would not be able to deduct for Federal Income Tax purposes the entire value of the Shares (bless the purchase price paid by Grantee) In addition to by reason of the rights provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), or any successor statute, in the 20___tax year of the Company, then the restrictions on transfer set forth in Section 3(a), prior to an initial public offering 2 of Common Stock, this Agreement shall continue and the Purchase Option of the Company shall have the unconditional right and option to purchase any and or all of the Vesting Common Shares that have vested pursuant to this Agreement at a per share purchase price equal to the Fair Market Value thereof (the "Fair Market Value Price") upon a Termination of Employment on the terms and conditions hereinafter provided. The Company's right and option set forth in Sections 3(a) and 3(b) is referred to herein be automatically extended until such date as the "Purchase Option." The Purchase Option, if exercised, must value of such Shares would be exercised no later than 60 days after a Termination of Employmentdeductible by the Company for Federal Income Tax purposes. The Purchase Option may of the Company shall be exercised extended pursuant to this Subsection C only to the extent, and only in whole or respect of that number of the Shares, necessary in part. Any Common Stock which becomes subject order to assure the deductibility by the Company for Federal Income Tax purposes of the value of the Shares (net of the purchase price paid by Grantee). D. Notwithstanding anything herein to the contrary, in the event that a Severance (as defined at Section 13 of the Plan) shall occur at any time after , 20 , the Purchase Option as provided herein but of the Company shall automatically terminate in respect of all of the Shares on the date on which such Severance occurs. E. The Company may exercise the Purchase Option by delivering or mailing to Grantee, or to [his/her] estate, at [his/her] address written notice of exercise within 60 days after the termination of Grantee’s employment with the Company, which notice shall specify the number of Shares to be purchased. The Company shall thereafter tender to Grantee or [his/her] estate the option price in respect of that number of Shares being purchased within 90 days after Grantee’s termination of employment with the Company. If and to which the extent the Purchase Option is not exercised in accordance with within the terms hereof shall become fully vested upon expiration of aforesaid 60-day period, or the period during which purchase is not completed within the aforesaid 90-day period, as the case may be, the Purchase Option with respect thereto is effective, and no such Common Stock shall at any time thereafter be subject to the Purchase Option. (c) The Purchase Option shall be exercised by written notice signed by an officer of the Company and delivered or mailed shall automatically expire. F. After the time when any of the Shares are required to Purchaser as provided in Section 16(c) be transferred to the Company pursuant to Subsection A of this Agreement and Agreement, the Company shall not pay any dividend to Grantee on account of those Shares, or permit Grantee to exercise any of the Escrow Agent (privileges or rights of a shareholder with respect to those Shares, but shall, insofar as defined in Section 5 hereof) as provided in the Joint Escrow Instructions (as defined in Section 5 hereof) and shall be effective immediately upon such delivery or mailing. Amounts due to Purchaser from permitted by law, treat the Company as a result of exercise the owner of the Purchase Option shall be payable in cash (except as otherwies provided in the Note)promptly after exercise of the Purchase Option or, in the case of ETA Stock and/or "Catch Up Vesting", as soon as reasonably practical after determination of whether or not any applicable Performance Criteria were metShares. (d) As used herein, "Fair Market Value" shall mean the fair market value of a share of Common Stock, representing the price a willing buyer would pay and at which at willing seller would sell, neither under any compulsion or duress. Initially, the parties shall attempt to agree on Fair Market Value for a period of thirty (30) days. If they are unable to reach agreement, each of them shall within ten (10) days nominate an independent appraiser skilled in valuing securities similar to the Common Stock, and the two appraisers so nominated shall appoint a third appraiser within ten (10) days. The third appraiser shall determine Fair Market Value, and such determination shall be conclusive and binding on all parties. Each party shall bear the costs, if any, of the appraiser it nominates, and the parties shall share equally the costs of the third appraiser, the Purchaser's share of which may be deducted by the Company from any amounts payable to Purchaser if Purchaser has not otherwise paid his portion of the third appraiser's costs.

Company Purchase Option. (ai) The Company shall have is hereby granted the unconditional right and option (the "Unvested Purchase Option") from each of the Shareholders, exercisable at any time during the sixty (60) day period following the date such Shareholder ceases to purchase be a Service Provider to the Company for any reason other than: (A) "for cause" (as defined below), or (B) as a result of "voluntary resignation" (as defined below), to repurchase any or all of the Vesting Common Shares that have Stock in which the Shareholder has not acquired a vested at a interest in accordance with the vesting provisions of Section 2(f) (such shares to be hereinafter called the "Unvested Stock"). The purchase price for the Unvested Stock that the Company repurchases from the Shareholder shall be the portion of $170 per share the purchase price originally paid by the Shareholder for such Unvested Stock (the "Unvested Option Price"). (ii) The Company is hereby granted the right (the "Alternate Purchase Option", and together with the Unvested Purchase Option, the "Purchase Option") from each of the Shareholders, exercisable at any time during the sixty (60) day period following the date such Shareholder ceases to be a Service Provider (as defined below) "for cause" or through "voluntary resignation" from the Company, to repurchase any or all of the Stock owned by such Shareholder. The purchase price for the Unvested Stock that the Company repurchases from the Shareholder shall be the Unvested Option Price. The purchase price for the remaining Stock that the Company repurchases from the Shareholder shall be the fair market value of such remaining Stock as determined in good faith by the Company's Board of Directors (the "Vested Option Price", and together with the Unvested Option Price, the "Option Price") upon ). For purposes of this Agreement, the Shareholder shall be deemed to be a Termination of Employment on the terms and conditions hereinafter provided. (b) In addition Service Provider to the rights set forth in Section 3(a), prior Company for so long as the Shareholder renders regular and ongoing services to an initial public offering of Common Stock, the Company shall have the unconditional right and option to purchase any and or all one or more of its parent or subsidiary corporations, whether as an employee, a non-employee member of the Vesting Common Shares that have vested pursuant to this Agreement at a per share purchase price equal to the Fair Market Value thereof (the "Fair Market Value Price") upon a Termination board of Employment on the terms and conditions hereinafter provided. The Company's right and option set forth in Sections 3(a) and 3(b) is referred to herein as the "Purchase Option." The Purchase Optiondirectors, if exercised, must be exercised no later than 60 days after a Termination of Employment. The Purchase Option may be exercised in whole or in part. Any Common Stock which becomes subject to the Purchase Option as provided herein but with respect to which the Purchase Option is not exercised in accordance with the terms hereof shall become fully vested upon expiration of the period during which the Purchase Option with respect thereto is effective, and no such Common Stock shall at any time thereafter be subject to the Purchase Option. (c) The Purchase Option shall be exercised by written notice signed by an officer of the Company and delivered or mailed to Purchaser as provided in Section 16(c) of this Agreement and to the Escrow Agent (as defined in Section 5 hereof) as provided in the Joint Escrow Instructions (as defined in Section 5 hereof) and shall be effective immediately upon such delivery or mailing. Amounts due to Purchaser from the Company as a result of exercise of the Purchase Option shall be payable in cash (except as otherwies provided in the Note)promptly after exercise of the Purchase Option or, in the case of ETA Stock and/or "Catch Up Vesting", as soon as reasonably practical after determination of whether or not any applicable Performance Criteria were met. (d) As used herein, "Fair Market Value" shall mean the fair market value of a share of Common Stock, representing the price a willing buyer would pay and at which at willing seller would sell, neither under any compulsion or duress. Initially, the parties shall attempt to agree on Fair Market Value for a period of thirty (30) days. If they are unable to reach agreement, each of them shall within ten (10) days nominate an independent appraiser skilled in valuing securities similar to the Common Stock, and the two appraisers so nominated shall appoint a third appraiser within ten (10) days. The third appraiser shall determine Fair Market Value, and such determination shall be conclusive and binding on all parties. Each party shall bear the costs, if any, of the appraiser it nominates, and the parties shall share equally the costs of the third appraiser, the Purchaser's share of which may be deducted by the Company from any amounts payable to Purchaser if Purchaser has not otherwise paid his portion of the third appraiser's costsnon-employee consultant.

Company Purchase Option. (a) The Company shall have the unconditional right and option to purchase any or all of the Vesting Common Shares that have not vested as provided in Section 2 at a purchase price of $170 1.00 per share (the "Option Price") upon a Termination of Employment on the terms and conditions hereinafter provided. (b) In addition to the rights set forth in Section 3(a), prior to an initial public offering of Common Stock, the Company shall have the unconditional right and option to purchase any and or all of the Vesting Common Shares that have vested pursuant to this Agreement vested, as provided in Section 2 at a per share purchase price equal to the Fair Market Value thereof (the "Fair Market Value Price") upon a Termination of Employment on the terms and conditions hereinafter provided. The Company's right and option set forth in Sections 3(a) and 3(b) is referred to herein as the "Purchase Option." (c) The determination of whether ETA Stock has vested or has failed to vest shall be made as of the date the Termination of Employment occurs with no credit for the Company's performance in any subsequent Performance Years, and there will be no "Catch Up Vesting." In the event of an Acquisition, the Company shall be entitled to exercise the Purchase Option with respect to all shares of ETA Stock eligible for accelerated vesting in any Performance Year prior to the calendar year in which the Acquisition is closed, which did not accelerate and vest pursuant to Section 2(b) above and do not accelerate and vest as a result of the operation of the second paragraph of Section 2(e) above. The Purchase Option, if exercised, must be exercised no later than 60 days after a Termination of Employment. The Purchase Option may be exercised in whole or in part. Any Common Stock which becomes subject to the Purchase Option as provided herein but with respect to which the Purchase Option is not exercised in accordance with the terms hereof shall become fully vested upon expiration of the period during which the Purchase Option with respect thereto is effective, and no such Common Stock shall at any time thereafter be subject to the Purchase Option. (cd) The Purchase Option shall be exercised by written notice signed by an officer of the Company and delivered or mailed to Purchaser as provided in Section 16(c15(c) of this Agreement and to the Escrow Agent (as defined in Section 5 hereof) as provided in the Joint Escrow Instructions (as defined in Section 5 hereof) and shall be effective immediately upon such delivery or mailing. Amounts due to Purchaser from the Company as a result of exercise of the Purchase Option shall be payable in cash (except as otherwies provided in the Note)promptly promptly after exercise of the Purchase Option or, in the case of ETA Stock and/or "Catch Up Vesting", as soon as reasonably practical after determination of whether or not any applicable Performance Criteria were met. (de) As used herein, "Fair Market Value" shall mean the fair market value of a share of Common Stock, representing the price a willing buyer would pay and at which at willing seller would sell, neither under any compulsion or duress. Initially, the parties shall attempt to agree on Fair Market Value for a period of thirty (30) days. If they are unable to reach agreement, each of them shall within ten (10) days nominate an independent appraiser skilled in valuing securities similar to the Common Stock, and the two appraisers so nominated shall appoint a third appraiser within ten (10) days. The third appraiser shall determine Fair Market Value, and such determination shall be conclusive and binding on all parties. Each party shall bear the costs, if any, of the appraiser it nominates, and the parties shall share equally the costs of the third appraiser, the Purchaser's share of which cost may be deducted by the Company from any amounts payable to Purchaser if Purchaser has not otherwise paid his portion of the third appraiser's costs.

Company Purchase Option. (a) The Company shall have In the unconditional right and option to purchase any or all event of the Vesting Common Shares that have not vested at a purchase price of $170 per share (the "Option Price") upon a Termination of Employment on the terms and conditions hereinafter provided. (b) In addition to the rights set forth Dissolution Event described in Section 3(a), prior to an initial public offering of Common Stock, the Company 8.1A (in which event Xxxx shall have the unconditional right and option to purchase any and or all of the Vesting Common Shares that have vested pursuant to this Agreement at a per share purchase price equal to the Fair Market Value thereof (the "Fair Market Value Price") upon a Termination of Employment on the terms and conditions hereinafter provided. The Company's right and option set forth in Sections 3(a) and 3(b) is be referred to herein as the "Purchase Option.Dissolution Member" The and NorthStar shall be referred to herein as the "ELECTING MEMBER"), then Electing Member shall have the option, exercisable by written notice to the Dissolution Member or its personal representative, successor or assign, at any time within 90 days after it learns of the Dissolution Event, to purchase the Company interest of the Dissolution Member on the terms hereinafter set forth (each option being herein called the "COMPANY PURCHASE OPTION"). Nothing herein shall be deemed to require Electing Member to exercise such option. In the event of the exercise of the Company Purchase Option, the consideration for the Dissolution Member's Company interest shall be the amount (if exercised, must be exercised no later than 60 days after a Termination any) that will produce for the Dissolution Member 95% of Employment. The Purchase Option may be exercised the same cash consideration as it would have received if the Project owned by the Company at the date on which the Dissolution Event occurs had been sold at its then fair market value (such 5% discount being intended to reflect the reduction in whole or in part. Any Common Stock which becomes subject value attributable to the Purchase Option as provided herein but with respect sale of a partial interest) and the Company had been dissolved and wound up following such sale, all contributions required under this Agreement had been made and the distributions of the proceeds of such sale and other assets of the Company after payments to which creditors had been distributed to the Purchase Option is not exercised Members in accordance with the terms hereof shall become fully vested upon expiration provisions of the period during which the Purchase Option with respect thereto is effective, and no such Common Stock shall at any time thereafter be subject to the Purchase Optionthis Agreement. (c) A. The Purchase Option shall be exercised by written notice signed by an officer of the Company and delivered or mailed to Purchaser as provided in Section 16(c) of this Agreement and to the Escrow Agent (as defined in Section 5 hereof) as provided in the Joint Escrow Instructions (as defined in Section 5 hereof) and shall be effective immediately upon such delivery or mailing. Amounts due to Purchaser from the Company as a result of exercise of the Purchase Option shall be payable in cash (except as otherwies provided in the Note)promptly after exercise of the Purchase Option or, in the case of ETA Stock and/or "Catch Up Vesting", as soon as reasonably practical after determination of whether or not any applicable Performance Criteria were met. (d) As used herein, "Fair Market Value" shall mean the fair market value of a share the Project shall be determined in accordance with procedure set forth in EXHIBIT "F". B. Any sum payable for the Dissolution Member's Company interest as hereinabove determined must be paid in cash within 45 days after the determination of Common Stockthe amount of the same as aforesaid. Concurrently with the payment of such sum (or if no amount shall be payable for such interest, representing then upon demand of the price a willing buyer would pay and at which at willing seller would sell, neither under any compulsion or duress. Initiallyassignee), the parties assignor of such interest shall attempt deliver or cause to agree on Fair Market Value for a period be delivered to such assignee such assignments of thirty (30) days. If they are unable to reach agreement, each of them Company interest and other instruments and documents confirming the assignment and transfer as such assignee shall within ten (10) days nominate an independent appraiser skilled in valuing securities similar to the Common Stock, and the two appraisers so nominated shall appoint a third appraiser within ten (10) daysreasonably request. The third appraiser shall determine Fair Market Value, and acquisition of such determination Company interest as aforesaid shall be conclusive and binding on all parties. Each party shall bear the costs, if any, deemed effective as of the appraiser it nominatesdate on which the Dissolution Event occurred ("DISSOLUTION EVENT DATE"), and the parties shall share equally the costs of the third appraiserand, accordingly, the Purchaserassignee shall be entitled to all profits and losses and distributions of Distributable Operating Cash, Net Sale Proceeds and Net Financing Proceeds for any period after the Dissolution Event Date. C. The Electing Member may assign its rights under this Section 8.2 to purchase the Dissolution Member's share of which may be deducted by the Company from any amounts payable to Purchaser if Purchaser has not otherwise paid his portion of the third appraiser's costsinterest.

Company Purchase Option. (a) The Company shall have the unconditional right and option to purchase any or all of the Vesting Common Shares that have not vested as provided in Section 2 at a purchase price of $170 1.00 per share (the "Option Price") upon a Termination of Employment on the terms and conditions hereinafter provided. (b) In addition to the rights set forth in Section 3(a), prior to an initial public offering of Common Stock, the Company shall have the unconditional right and option to purchase any and or all of the Vesting Common Shares that have vested pursuant to this Agreement vested, at a per share purchase price equal to the Fair Market Value thereof (the "Fair Market Value Price") upon a Termination of Employment on the terms and conditions hereinafter provided. The Company's right and option set forth in Sections 3(a) and 3(b) is referred to herein as the "Purchase Option." " (c) The determination of whether ETA Stock has vested or has failed to vest shall be made as of the date the Termination of Employment occurs with no credit for the Company's performance in any subsequent Performance Years, and there will be no "Catch Up Vesting.". The Purchase Option, if exercised, must be exercised no later than 60 days after a Termination of Employment. The Purchase Option may be exercised in whole or in part. Any Common Stock which becomes subject to the Purchase Option as provided herein but with respect to which the Purchase Option is not exercised in accordance with the terms hereof shall become fully vested upon expiration of the period during which the Purchase Option with respect thereto is effective, and no such Common Stock shall at any time thereafter be subject to the Purchase Option. (cd) The Purchase Option shall be exercised by written notice signed by an officer of the Company and delivered or mailed to Purchaser as provided in Section 16(c15(c) of this Agreement and to the Escrow Agent (as defined in Section 5 hereof) as provided in the Joint Escrow Instructions (as defined in Section 5 hereof) and shall be effective immediately upon such delivery or mailing. Amounts due to Purchaser from the Company as a result of exercise of the Purchase Option shall be payable in cash (except as otherwies provided in the Note)promptly promptly after exercise of the Purchase Option or, in the case of ETA Stock and/or "Catch Up Vesting", as soon as reasonably practical after determination of whether or not any applicable Performance Criteria were met. (de) As used herein, "Fair Market Value" shall mean the fair market value of a share of Common Stock, representing the price a willing buyer would pay and at which at willing seller would sell, neither under any compulsion or duress. Initially, the parties shall attempt to agree on Fair Market Value for a period of thirty (30) days. If they are unable to reach agreement, each of them shall within ten (10) days nominate an independent appraiser skilled in valuing securities similar to the Common Stock, and the two appraisers so nominated shall appoint a third appraiser within ten (10) days. The third appraiser shall determine Fair Market Value, and such determination shall be conclusive and binding on all parties. Each party The Company shall bear the costs, if any, of the appraiser it nominates, and the parties shall share equally the any costs of the third appraiser, the Purchaser's share of which may be deducted by the Company from any amounts payable to Purchaser if Purchaser has not otherwise paid his portion of the third appraiser's costsall three appraisers.