Common use of Company’s Repurchase of Certain Shares Clause in Contracts

Company’s Repurchase of Certain Shares. At the Excutive’s option, exercisable at any time within twelve (12) months after the date Shares (as defined in Attachment “A”) (including any additional shares of the Company’s Common Stock then owned by the Executive and attributable to such Shares as a result of a stock dividend, stock-split, or recapitalization of the Company) are includible in Executive’s taxable income, the Company shall purchase from the Executive an amount of shares of the Company’s Stock then owned by the Executive sufficient to pay the difference between the income tax attributable to the inclusion of the value of such Shares in Executive’s taxable income and the amount previously withheld (“Put Right”); provided, however, that such Put Right shall not be exercisable with regard to any shares of the Company’s Stock the repurchase of which would result in an accounting charge to the Company. The Executive’s Put Right shall be exercisable at the fair market value of the shares as of the date such Put Right is exercised (the “Purchase Price”) as determined in good faith by the Company. Unless the Company and the Executive shall mutually agree upon other terms, the Purchase Price shall be paid in cash or other readily available funds, to be paid to the Executive thirty (30) days from the date that the Executive elects to exercise his Put Right. If the shares Company Common Stock are listed on an established national or regional stock exchange or are admitted to quotation on The Nasdaq Stock Market, Inc., or are publicly traded in an established securities market, the foregoing Put Right shall terminate as of the first date that the shares of Common Stock are so listed, quoted or publicly traded.

Company’s Repurchase of Certain Shares. At the ExcutiveExecutive’s option, exercisable at any time within twelve (12) months after the date Shares (as defined in Attachment “A”) (including any additional shares of the Company’s Common Stock then owned by the Executive and attributable to such Shares as a result of a stock dividend, stock-split, or recapitalization of the Company) are includible in Executive’s taxable income, the Company shall purchase from the Executive an amount of shares of the Company’s Stock then owned by the Executive sufficient to pay the difference between the income tax attributable to the inclusion of the value of such Shares in Executive’s taxable income and the amount previously withheld (“Put Right”); provided, however, that such Put Right shall not be exercisable with regard to any shares of the Company’s Stock the repurchase of which would result in an accounting charge to the Company. The Executive’s Put Right shall be exercisable at the fair market value of the shares as of the date such Put Right is exercised (the “Purchase Price”) as determined in good faith by the Company. Unless the Company and the Executive shall mutually agree upon other terms, the Purchase Price shall be paid in cash or other readily available funds, to be paid to the Executive thirty (30) days from the date that the Executive elects to exercise his Put Right. If the shares Company Common Stock are listed on an established national or regional stock exchange or are admitted to quotation on The Nasdaq Stock Market, Inc., or are publicly traded in an established securities market, the foregoing Put Right shall terminate as of the first date that the shares of Common Stock are so listed, quoted or publicly traded.