Common use of COMPANY'S REPURCHASE OPTION Clause in Contracts

COMPANY'S REPURCHASE OPTION. (a) In the event that (i) Executive's employment is terminated with Cause or Executive terminates his employment without Good Reason (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999) prior to the IPO Date (a "Pre-IPO Termination") or (ii) Executive's employment is ------------------- terminated with Cause or Executive terminates his employment without Good Reason (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999) prior to the expiration of the Transfer restrictions on 100% of the Executive Stock pursuant to the lock-up provisions of Section 1.(a)(ii) and --------------------- (iii) (a "Post-IPO Termination"), then the Executive Stock will be subject to ----- -------------------- repurchase by the Company at $.01 per share (the "Repurchase Option") pursuant ----------------- to the terms and conditions set forth in this Section 2; provided, however, that --------- in the event that the IPO Date has not occurred on or before May 14, 2000, the Executive Stock shall not be subject to repurchase by the Company in the event of a termination of Executive's employment after such date, notwithstanding the provisions of this Section 2.(a). ------------- (b) In the event of a Pre-IPO Termination, then all of the Executive Stock shall be subject to the Repurchase Option (subject, however, to the operation of the final proviso of Section 2.(a)). In the event of a Post-IPO ------------- Termination, then only those shares of Executive Stock that remain non- Transferable pursuant to the lock-up provisions of Section 1.(a)(ii) and (iii) --------------------------- above will be subject to the Repurchase Option. (c) The Board of Directors of the Company (the "Board") may elect to ----- purchase all or any portion of the Executive Stock subject to the Repurchase Option (the "Repurchase Shares") by delivering written notice (the "Repurchase ----------------- ---------- Notice") to the holder or holders of the Executive Stock within 30 days after ------

COMPANY'S REPURCHASE OPTION. (a) In the event that the Purchaser ceases to --------------------------- be an employee for any or no reason (iincluding death or disability) Executivebefore all of the Shares are released from the Company's employment is terminated with Cause or Executive terminates his employment without Good Reason Repurchase Option (see Section 4), the Company shall, upon the date of such termination (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999) prior to the IPO Date (a "Pre-IPO Termination") or (ii) Executive's employment is ------------------- terminated with Cause or Executive terminates his employment without Good Reason (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999) prior to the expiration of the Transfer restrictions on 100% of the Executive Stock pursuant to the lock-up provisions of Section 1.(a)(ii) reasonably fixed and --------------------- (iii) (a "Post-IPO Termination"), then the Executive Stock will be subject to ----- -------------------- repurchase determined by the Company at $.01 per share Company) have the right, but not the obligation (except as provided in Section 3(b) below) (the "Repurchase Option"), for a period of sixty (60) pursuant ----------------- to the terms and conditions set forth in this Section 2; provided, however, that --------- in the event that the IPO Date has not occurred on or before May 14, 2000, the Executive Stock shall not be subject to repurchase by the Company in the event of a termination of Executive's employment after days from such date, notwithstanding to repurchase up to that number of shares which constitute the provisions of this Unreleased Shares (as defined in Section 2.(a). ------------- (b4) In at the event of a Pre-IPO Terminationoriginal purchase price per share, then all of the Executive Stock shall be subject plus any interest paid to the Repurchase Option (subject, however, Company by the Purchaser with respect to the operation of the final proviso of Section 2.(a)). In the event of a Post-IPO ------------- Termination, then only those shares of Executive Stock that remain non- Transferable pursuant to the lock-up provisions of Section 1.(a)(ii) and (iii) --------------------------- above will be subject to the Repurchase Option. (c) The Board of Directors of the Company (the "Board") may elect to ----- purchase all or any portion of the Executive Stock subject to the Repurchase Option Shares (the "Repurchase SharesPrice") ). The Repurchase Option shall be exercised by the Company by delivering written notice (the "Repurchase ----------------- ---------- Notice") to the holder Purchaser or holders the Purchaser's executor (with a copy to the Escrow Holder) AND, at the Company's option, (i) by delivering to the Purchaser or the Purchaser's executor a check in the amount of the Executive Stock within 30 days after ------aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

COMPANY'S REPURCHASE OPTION. (a) In the event that (i) Executive's employment is terminated with Cause or Executive terminates his employment without Good Reason (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999) prior to the IPO Date (a "Pre-IPO Termination") or (ii) Executive's employment is ------------------- terminated with Cause or Executive terminates his employment without Good Reason (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999) prior to the expiration of the Transfer restrictions on 100% of the Executive Stock pursuant to the lock-up provisions of Section 1.(a)(ii) and --------------------- (iii) (a "Post-IPO Termination"), then the Executive Stock will be subject to ----- -------------------- repurchase by the Company at $.01 per share (the "Repurchase Option") pursuant ----------------- to the terms and conditions set forth in this Section 2; provided, however, that --------- in the event that the IPO Date has not occurred on or before May 14, 2000, the Executive Stock shall not be subject to repurchase by the Company in the event of a termination of Executive's employment after such date, notwithstanding the provisions of this Section 2.(a). ------------- (b) In the event of a Pre-IPO Termination, then all of the Executive Stock shall be subject to the Repurchase Option (subject, however, to the operation of the final proviso of Section 2.(a)). In the event of a Post-IPO ------------- Termination, then only those shares of Executive Stock that remain non- Transferable pursuant to the lock-up provisions of Section 1.(a)(ii) and (iii) --------------------------- above will be subject to the Repurchase Option. (c) The Board of Directors of the Company (the "Board") may elect to ----- purchase all or any portion of the Executive Stock subject to the Repurchase Option (the "Repurchase Shares") by delivering written notice (the "Repurchase ----------------- ---------- Notice") to the holder or holders of the Executive Stock within 30 days after ------------ Termination. The Repurchase Notice will set forth the number of Repurchase Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. (d) The closing of the purchase of the Repurchase Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than 10 days after the delivery of the Repurchase Notice. The Company will pay for the Repurchase Shares by first offsetting amounts outstanding under any bona fide debts owed by the Company to Executive. The Company will be entitled to receive customary representations and warranties (as to ownership and absence of liens, claims and encumbrances) from the sellers regarding such sale. (e) Notwithstanding anything to the contrary contained in this Agreement, all purchases of Repurchase Shares shall be subject to any customary restrictions contained in applicable corporate and securities laws and in the Company's financing agreements. If any such restrictions prohibit the repurchase of the Repurchase Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (g) Upon the dissolution or liquidation of the Company or upon a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, or upon a sale of substantially all of the assets of the Company to another entity, or upon any transaction (including, without limitation, a merger or reorganization in which the Company is the surviving entity) completed after the IPO and approved by the Board that results in any person or entity (or person or entities acting as a group or otherwise in concert), acquiring ownership of fifty percent (50%) or more of the combined voting power of all classes of securities of the Company), the restrictions on Transfer imposed by Section 1.(a) shall be deemed to have ------------- lapsed, immediately prior to the occurrence of such event. The Board shall send written notice of an event that will result in such a termination to the Executive not later than the time at which the Company gives notice thereof to its stockholders; provided, however, that failure to send such notice shall not affect the lapse of such restrictions.

COMPANY'S REPURCHASE OPTION. (a) In the event that the Purchaser ceases to --------------------------- be an employee for any or no reason (iincluding death or disability) Executivebefore all of the Shares are released from the Company's employment is terminated with Cause or Executive terminates his employment without Good Reason Repurchase Option (see Section 4), the Company shall, upon the date of such termination (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999) prior to the IPO Date (a "Pre-IPO Termination") or (ii) Executive's employment is ------------------- terminated with Cause or Executive terminates his employment without Good Reason (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999) prior to the expiration of the Transfer restrictions on 100% of the Executive Stock pursuant to the lock-up provisions of Section 1.(a)(ii) reasonably fixed and --------------------- (iii) (a "Post-IPO Termination"), then the Executive Stock will be subject to ----- -------------------- repurchase determined by the Company at $.01 per share Company) have the right, but not the obligation (except as provided in Section 3(b) below) (the "Repurchase Option"), for a period of sixty (60) pursuant ----------------- to the terms and conditions set forth in this Section 2; provided, however, that --------- in the event that the IPO Date has not occurred on or before May 14, 2000, the Executive Stock shall not be subject to repurchase by the Company in the event of a termination of Executive's employment after days from such date, notwithstanding to repurchase up to that number of shares which constitute the provisions of this Unreleased Shares (as defined in Section 2.(a). ------------- (b4) In at the event of a Pre-IPO Terminationoriginal purchase price per share, then all of the Executive Stock shall be subject plus any interest paid to the Repurchase Option (subject, however, Company by the Purchaser with respect to the operation of the final proviso of Section 2.(a)). In the event of a Post-IPO ------------- Termination, then only those shares of Executive Stock that remain non- Transferable pursuant to the lock-up provisions of Section 1.(a)(ii) and (iii) --------------------------- above will be subject to the Repurchase Option. (c) The Board of Directors of the Company (the "Board") may elect to ----- purchase all or any portion of the Executive Stock subject to the Repurchase Option Shares (the "Repurchase SharesPrice") ). The Repurchase Option shall be exercised by the Company by delivering written notice (the "Repurchase ----------------- ---------- Notice") to the holder Purchaser or holders the Purchaser's executor (with a copy to the Escrow Holder) AND, at the Company's option, (i) by delivering to the Purchaser or the Purchaser's executor a check in the amount of the Executive Stock within 30 days after ------aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the -aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

COMPANY'S REPURCHASE OPTION. (a) In The Company has the event that (i) Executive's employment is terminated with Cause option to repurchase ---------------------------- all or Executive terminates his employment without Good Reason a portion of the Unvested Shares (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999below) prior to the IPO Date (a "Pre-IPO Termination") or (ii) Executive's employment is ------------------- terminated with Cause or Executive terminates his employment without Good Reason (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999) prior to the expiration of the Transfer restrictions on 100% of the Executive Stock pursuant to the lock-up provisions of Section 1.(a)(ii) and --------------------- (iii) (a "Post-IPO Termination"), then the Executive Stock will be subject to ----- -------------------- repurchase by the Company at $.01 per share (the "Repurchase Option") pursuant ----------------- to the terms and conditions set forth in this Section 2; provided, however, that --------- in (the event that the IPO Date has not occurred on or before May 14, 2000, the Executive Stock shall not "Repurchase Option") if Purchaser ----------------- ceases to be subject to repurchase employed by the Company in (as defined herein) for any reason, or no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the event of a termination of Executive's employment after such date, notwithstanding the provisions of this Section 2.(a). ------------- (b) In the event of a Pre-IPO Termination, then all of the Executive Stock shall be subject to the Repurchase Option (subject, however, to the operation of the final proviso of Section 2.(a)). In the event of a Post-IPO ------------- Termination, then only those shares of Executive Stock that remain non- Transferable pursuant to the lock-up provisions of Section 1.(a)(ii) and (iii) --------------------------- above will be subject to the Repurchase OptionCompany with or without cause. (cA) The DEFINITION OF "EMPLOYED BY THE COMPANY"; "TERMINATION DATE". For ------------------------------------------------------------ purposes of this Agreement, Purchaser will be considered to be "employed by the --------------- Company" if the Board of Directors of the Company determines that Purchaser is ------- rendering substantial services as an officer or employee to the Company or to any parent, subsidiary or affiliate of the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company or any parent, subsidiary or affiliate of the Company and the effective date on which Purchaser's employment terminated (the "BoardTermination Date"). ----------------- (B) may elect to ----- purchase UNVESTED AND VESTED SHARES. Shares that are not Vested Shares (as --------------------------- defined in this Section) are "Unvested Shares". On the Effective Date, all or any portion of --------------- the Executive Stock subject to Shares will be Unvested Shares. If Purchaser has been continuously employed by the Repurchase Option Company at all times from the Effective Date ________ (the "Repurchase SharesFirst Vesting ------------- Date"), then on the First Vesting Date twenty-five percent (25%) by delivering written notice (the "Repurchase ----------------- ---------- Notice") to the holder or holders of the Executive Stock within 30 days Shares ---- will become Vested Shares; and thereafter, for so long (and only for so long) as Purchaser remains continuously employed by the Company at all times after ------the First Vesting Date, an additional two point zero nine percent (2.09%) of the Shares will become Vested Shares upon each succeeding month that elapses after the First Vesting Date. Notwithstanding the foregoing, no Shares will become Vested Shares after the Termination Date.