Common use of COMPANY'S REPURCHASE OPTION Clause in Contracts

COMPANY'S REPURCHASE OPTION. The Company has the option to repurchase --------------------------- all or a portion of the Unvested Shares (as defined below) on the terms and conditions set forth in this Section (the "Repurchase Option") if Purchaser ceases to be employed by the Company (as defined herein) for any reason, or no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the Company with or without cause. (A) 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, director, employee, consultant or independent contractor 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 "Termination Date"). ---------------- (B) UNVESTED AND VESTED SHARES. Shares that are not Vested Shares (as -------------------------- defined in this Section) are "Unvested Shares". On the Effective Date 6.25% of --------------- the Shares will be Vested Shares, and 93.75% of the Shares will be Unvested Shares. If Purchaser has been continuously employed by the Company at all times from the Effective Date until the first full month has elapsed following the Effective Date (the "First Monthly Vesting Date"), then on the First Monthly -------------------------- Vesting Date 2.083% of the 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 Monthly Vesting Date, an additional 2.083% of the Shares will become Vested Shares upon the expiration of each full month elapsed after the First Monthly Vesting Date.

COMPANY'S REPURCHASE OPTION. The Company has the option to ---------------------------- repurchase --------------------------- all or a portion of the Unvested Shares (as defined below) on the terms and conditions set forth in this Section (the "Repurchase Option") if Purchaser ceases to be employed by the Company (as defined herein) for any reason, or no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the Company with or without cause.). ----------------- (A) 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, director, employee, consultant officer or independent contractor 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 "Termination Date"). ---------------- (B) UNVESTED AND VESTED SHARES. Shares that are not Vested Shares (as -------------------------- defined in this Section) are "Unvested Shares" are Shares --------------------------- --------------- which are subject to the Company's Repurchase Option. "Vested Shares" are Shares ------------- which are no longer subject to the Company's Repurchase Obligation. On the Effective Date 6.25% of --------------- the Shares will be Vested SharesDate, and 93.75% all of the Shares will be Unvested Shares. Shares will become Vested Shares as follows: (i) If Purchaser has been continuously employed by the Company at all times from the Effective Date until July 29, 1997 (the first full "Standard Vesting ---------------- Date"), then on the Standard Vesting Date 55,000 of the 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 Standard Vesting Date, an additional 4,583.33 of the Shares will become Vested Shares upon the 29th day of each succeeding month that elapses after the Standard Vesting Date until July 29, 2000. (ii) If Purchaser has elapsed following been continuously employed by the Company at all times from the Effective Date until January 29, 1997 (the "First Monthly Special ------- Vesting Date"), then on the First Monthly -------------------------- Special Vesting Date 2.083% 13,750 of the 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 Monthly Special Vesting Date, an additional 2.083% 2,291.67 of the Shares will become Vested Shares upon the expiration 29th day of each full succeeding month elapsed that elapses after the First Monthly Special Vesting Date until July 29, 1998. Notwithstanding the foregoing, no Shares will become Vested Shares after the Termination Date.

COMPANY'S REPURCHASE OPTION. The Company has the option to repurchase --------------------------- all or a portion of the Unvested Shares (as defined below) on the terms and conditions set forth in this Section (the "Repurchase Option") if Purchaser ceases to be employed by the Company (as defined herein) for any reason, or no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the Company with or without cause. (A) 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, director, employee, consultant or independent contractor 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 "Termination Date"). ---------------- (B) UNVESTED AND VESTED SHARES. Shares that are not Vested Shares (as -------------------------- defined in this Section) are "Unvested Shares". On the Effective Date 6.25% of --------------- the Shares will be Vested Shares, and 93.75% of the Shares will be Unvested Shares. If Purchaser has been continuously employed by the Company at all times from the Effective Date until the first full month has elapsed following the Effective Date (the "First Monthly Vesting Date"), then on the First Monthly -------------------------- Vesting Date 2.083% of the 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 Monthly Vesting Date, an additional 2.083% of the Shares will become Vested Shares upon the expiration of each full month elapsed after the First Monthly Vesting Date.

COMPANY'S REPURCHASE OPTION. (a) The Unvested Shares shall be subject to the right and option of the Company has the option to repurchase --------------------------- all or a portion of the Unvested Shares (as defined below) on the terms and conditions set forth in this Section 5 (the "Repurchase Option") if Purchaser ). In the event Optionee ceases to be employed by an employee or consultant of the Company (as defined herein) for any reason, or no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the Company with or without cause, including both voluntary and involuntary termination, or termination as a result of death or temporary or permanent disability (the "Termination"), the Company shall have the right, as provided in paragraph 5(b) hereof, to purchase from the Optionee or his personal representative, as the case may be, at the purchase price per share originally paid by the Optionee ("Option Price") all of the Unvested Shares upon which the Repurchase Option shall not have lapsed. (Ab) DEFINITION OF "EMPLOYED BY THE COMPANY"; "TERMINATION DATE"Within ninety (90) days following a Termination, the Company shall notify the Optionee by written notice as to whether it wishes to purchase the Unvested Shares upon which the Repurchase Option shall not have lapsed pursuant to the Repurchase Option provided for in Section 5(a). For ---------------------------------------------------------- purposes If the Company (or its assignee) elects to purchase such Unvested Shares hereunder, it shall set a date for the closing of this Agreement, Purchaser will be considered to be "employed the transaction at a place and time specified by the --------------- Company or, at the Company" if the Board of Directors of 's option, such closing may be consummated by mail. At such closing, the Company determines that Purchaser is ------- rendering substantial services as an officer(or its assignee) shall tender payment for the Unvested Shares so purchased and the certificates representing the Unvested Shares so purchased shall be cancelled. The Option Price shall be payable, director, employee, consultant or independent contractor to at the Company or to any parent, subsidiary or affiliate option of the Company. In case , in cash, by check, by cancellation of any dispute as debt owned by the Optionee to whether Purchaser is employed by the Company, the Board of Directors or by any combination of the Company will have discretion to determine whether Purchaser has ceased to be employed by aforementioned methods. (c) The Repurchase Option shall lapse in accordance with the vesting schedule set forth in the Option Agreement. If the Company or any parent, subsidiary or affiliate of does not elect to exercise the Company and Repurchase Option conferred above by giving the effective date on which Purchaser's employment terminated requisite notice within ninety (the "Termination Date"). ---------------- (B90) UNVESTED AND VESTED SHARES. Shares that are not Vested Shares (as -------------------------- defined in this Section) are "Unvested Shares". On the Effective Date 6.25% of --------------- the Shares will be Vested Shares, and 93.75% of the Shares will be Unvested Shares. If Purchaser has been continuously employed by the Company at all times from the Effective Date until the first full month has elapsed days following the Effective Date (Termination, the "First Monthly Vesting Date"), then on the First Monthly -------------------------- Vesting Date 2.083% of the 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 Monthly Vesting Date, an additional 2.083% of the Shares will become Vested Shares upon the expiration of each full month elapsed after the First Monthly Vesting DateRepurchase Option shall terminate.

COMPANY'S REPURCHASE OPTION. The Company has the option to repurchase --------------------------- all or a portion of the Unvested Shares (as defined below) on the terms and conditions set forth in this Section (the "Repurchase Option") if Purchaser ----------------- ceases to be employed by the Company (as defined herein) for any reason, or no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the Company with or without cause. (Aa) DEFINITION OF Definition of "EMPLOYED BY THE COMPANYEmployed by the Company"; "TERMINATION DATETermination 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, director, employee, consultant or independent contractor 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 "Termination Date"). ---------------- (Bb) UNVESTED AND VESTED SHARESUnvested and Vested Shares. Shares that are not Vested Shares (as -------------------------- defined in this Section) are "Unvested Shares". On the Effective Date 6.25% of 1,800,000 --------------- the Shares will be Vested Shares, and 93.75% of the Shares will be Unvested Shares. If Purchaser has been continuously employed by the Company at all times from the Effective Date until the first full month has elapsed following the Effective Date July 15, 1998 (the "First Monthly Vesting Date"), then on the First Monthly -------------------------- Vesting Date 2.083% 600,000 of the 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 Monthly Vesting Date, an additional 2.083% of the Shares will become Vested Shares upon the expiration of each full month elapsed after the First Monthly Vesting Date.; provided, however, (i) Xx. Xxxxxx will immediately receive 18 months of vesting upon death or an Involuntary Termination (as defined in Appendix A hereto), (ii) all unvested Shares shall vest upon an Involuntary Termination within 12 months of a Corporate Transaction (as defined in Appendix A hereto) or

COMPANY'S REPURCHASE OPTION. The Company has the option to repurchase --------------------------- all or a portion of the Unvested Shares (as defined below) on the terms and conditions set forth in this Section (the "Repurchase Option") if Purchaser ----------------- ceases to be employed by the Company (as defined herein) for any reason, or no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the Company with or without cause. (Aa) DEFINITION OF Definition of "EMPLOYED BY THE COMPANYEmployed by the Company"; "TERMINATION DATETermination 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, director, employee, consultant or independent contractor 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 "Termination Date"). ---------------- (Bb) UNVESTED AND VESTED SHARESUnvested and Vested Shares. Shares that are not Vested Shares (as -------------------------- defined in this Section) are "Unvested Shares". On the Effective Date 6.25% all of --------------- the Shares will be Vested Shares, and 93.75% of the Shares will be Unvested Shares. If Purchaser has been continuously employed by the Company at all times from the Effective Date until the first full month has elapsed following the Effective Date July 15, 1998 (the "First Monthly Vesting Date"), then on the First Monthly -------------------------- Vesting Date 2.08325% of the 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 Monthly Vesting Date, an additional 2.083% of the Shares will become Vested Shares upon the expiration of each full month elapsed after the First Monthly Vesting Date; provided, however, (i) Xx. Xxxxxxxx will immediately receive 18 months of vesting upon death or an Involuntary Termination (as defined in Appendix A hereto), (ii) all unvested Shares shall vest upon an Involuntary Termination within 12 months of a Corporate Transaction (as defined in Appendix A hereto) or (iii) the last 600,000 Shares (the "Performance Shares") which would vest over the last 27 ------------------ months of the 48 month period (the "Performance Period") shall not become fully ------------------ vested and shall remain subject to the Company's right of repurchase notwithstanding continued service during the Performance Period unless and until one of the following conditions occurs (the "Performance Conditions"): (A) the ---------------------- Company pays its outstanding debts to Xxxx Xx and Xxxxx Xxx in the principal amount of $4,750,000 and all accrued interest thereon and to Toshiba in the principal amount of $400,000 and all accrued interest thereon and achieves at least two consecutive quarters of profitability (which may occur before or after such payoff), (B) an initial public offering of the Company, (C) a Corporate Transaction or (D) completion of four years of service from July 15, 1997. If after the Performance Conditions occur, the Performance Shares will remain subject to the Company's right of repurchase unless there has been continued service for the four year period ending July 15, 2001 or they are otherwise vested under any of the provisions (i) or (ii) above.

COMPANY'S REPURCHASE OPTION. (a) The Company has Shares shall be subject to the option to repurchase --------------------------- all or a portion of the Unvested Shares Company’s Repurchase Option (as defined below) until both of the following conditions are met: (i) there is an increase in the market capitalization of the Company of at least $100,000,000 (measured from the Effective Date) at any time following the grant, and (ii) the Grantee is either in the service of the Company as an employee or as a member of the Company’s Board of Directors (or both) on the terms and conditions set forth in this Section (10th anniversary of the "Repurchase Option") if Purchaser ceases to be employed by Effective Date, or the Company Grantee has had had an involuntary “separation from service” (as defined hereinin the LTIP) for any reason, or no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the Company with or without cause. (A) 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, director, employee, consultant or independent contractor to the Company or to any parent, subsidiary or affiliate of from the Company. In case addition, the Company’s Repurchase Option on such Shares shall lapse upon the occurrence of a “corporate transaction” (as defined in the LTIP) if the Grantee is in the service of the Company as an employee or as a member of the Company’s Board of Directors (or both) on the date of the corporate transaction. Such Shares shall be owned by the Grantee without restriction when the Company’s Repurchase Option lapses. (b) The voluntary separation from service by the Grantee before a corporate transaction, or the passage of 10 years from the Effective Date without either (i) the Grantee meeting the two conditions for lapse of the Company’s Repurchase Option, or (ii) the occurrence of a corporate transaction is each a “Triggering Event”. In the event of a Triggering Event, the Company shall have an option (the “Repurchase Option”) for a period of 90 days to repurchase any dispute as of the Shares at the price of $0.001 per share. The Repurchase Option shall be exercised by the Company by written notice to whether Purchaser is employed the Grantee, which notice shall specify the number of shares and the time (not later than 30 days from the date of the Company’s notice) and place for the closing of the repurchase of the shares. Upon delivery of such notice and payment of the purchase price in accordance with the terms herewith, 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 Shares being repurchased by the Company. Said purchase price shall be paid, at the Company’s option, (i) by delivery of a check in the amount of the purchase price, (ii) by cancellation of any amount of the Grantee’s indebtedness to the Company equal to the purchase price for the shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. (c) Whenever the Company shall have the right to repurchase Shares hereunder, the Board of Directors may designate and assign to one or more assignees the right to exercise all or part of the Company will have discretion Company’s repurchase rights under this Agreement to determine whether Purchaser has ceased to be employed by the Company purchase all or any parent, subsidiary or affiliate a part of the Company and the effective date on which Purchaser's employment terminated (the "Termination Date"). ---------------- (B) UNVESTED AND VESTED SHARES. Shares that are not Vested Shares (as -------------------------- defined in this Section) are "Unvested such Shares". On the Effective Date 6.25% of --------------- the Shares will be Vested Shares, and 93.75% of the Shares will be Unvested Shares. If Purchaser has been continuously employed by the Company at all times from the Effective Date until the first full month has elapsed following the Effective Date (the "First Monthly Vesting Date"), then on the First Monthly -------------------------- Vesting Date 2.083% of the 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 Monthly Vesting Date, an additional 2.083% of the Shares will become Vested Shares upon the expiration of each full month elapsed after the First Monthly Vesting Date.