Common use of Corporation’s Repurchase Rights Clause in Contracts

Corporation’s Repurchase Rights. If the employment or service of the Participant with the Corporation or an Affiliate terminates for any reason (whether by the Corporation or the Participant, and whether voluntary or involuntary), the Corporation or its designee shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) any or all Shares issued to the Participant pursuant to the Option, subject to such terms and conditions (including but not limited to determination of the repurchase price (the “Repurchase Price”)) as may be stated in the Plan and this Agreement. In such event, the Repurchase Price, if any, paid by the Corporation or its designee shall equal (i) the Fair Market Value per Share times the number of Shares being repurchased, if the Participant’s termination is for any reason other than Cause; or (ii) the lesser of the Fair Market Value or the original purchase price paid for the Shares (that is, the Option Price, as defined in Section 2 herein) per Share times the number of Shares being repurchased, if the Participant’s termination is for Cause. The Fair Market Value shall be determined by the Administrator as of the Participant’s Termination Date or as of a date as soon as practicable preceding or following the Participant’s Termination Date. The Administrator’s determination of the Fair Market Value shall be final and conclusive. The Administrator also has sole discretion to determine the basis of the Participant’s termination, including whether such termination was for Cause. The Corporation’s Repurchase Right described herein may, in the Corporation’s discretion, be exercised by a designee or designees of the Corporation and, for the purposes of Section 10(b), references to the “Corporation” shall (unless the context otherwise requires) include its designee or designees. The Corporation may exercise its Repurchase Right under this Section 10(b) at any time during the [90-]day period following the Participant’s Termination Date by delivering written notice to the Participant or other holder of such Shares. Such notice shall be accompanied by delivery of a certified or official bank check (or other consideration acceptable to the Corporation and the Participant or other holder) in the amount of the Repurchase Price for the Shares being repurchased; provided, however, that, the Administrator in its discretion may determine that the Repurchase Price shall be subject to any right of offset of the Corporation or other terms and conditions. In addition, the Corporation may delay payment of the Repurchase Price for such period as may be necessary to avoid adverse accounting consequences for the Corporation. Upon delivery of such notice and the payment of the Repurchase Price, the Corporation shall become the legal and beneficial owner of the Shares being purchased and all rights and interests therein or relating thereto. In the event that any Shares held by the Participant shall be transferred to another person or entity, the Corporation’s Repurchase Right shall extend and apply to all Shares held by such transferee or transferees.

Corporation’s Repurchase Rights. If the employment or service of the Participant with the Corporation or an Affiliate terminates for any reason (whether by the Corporation or the Participant, and whether voluntary or involuntary), the Corporation or its designee shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) any or all Shares issued to the Participant pursuant to the Option, subject to such terms and conditions (including but not limited to determination of the repurchase price (the “Repurchase Price”)) as may be stated in the Plan and this Agreement. In such event, the Repurchase Price, if any, paid by the Corporation or its designee shall equal (i) the Fair Market Value (as defined in the Plan) per Share times the number of Shares being repurchased, if the Participant’s termination is for any reason other than Cause; or (ii) the lesser of the Fair Market Value or the original purchase price paid for the Shares (that is, the Option Price, as defined in Section 2 herein) per Share times the number of Shares being repurchased, if the Participant’s termination is for Cause. The Fair Market Value shall be determined by the Administrator as of the Participant’s Termination Date or as of a date as soon as practicable preceding or following the Participant’s Termination Date. The Administrator’s determination of the Fair Market Value shall be final and conclusive. The Administrator also has sole discretion to determine the basis of the Participant’s termination, including whether such termination was for Cause. The Corporation’s Repurchase Right described herein may, in the Corporation’s discretion, be exercised by a designee or designees of the Corporation and, for the purposes of Section 10(b), references to the “Corporation” shall (unless the context otherwise requires) include its designee or designees. The Corporation may exercise its Repurchase Right repurchase right under this Section 10(b) at any time during the [90-]day 90-day period following the a Participant’s Termination Date by delivering written notice to the Participant or other holder of such Shares. Such notice shall be accompanied by delivery of a certified or official bank check (or other consideration acceptable to the Corporation and the Participant or other holder) in the amount of the Repurchase Price for the Shares being repurchased; provided, however, that, the Administrator in its discretion may determine that the Repurchase Price shall be subject to any right of offset of the Corporation or other terms and conditions. In addition, the Corporation may delay payment of the Repurchase Price for such period as may be necessary to avoid adverse accounting consequences for the CorporationCorporation (including but not limited to a delay in repurchase if necessary to avoid treatment of the Option as a variable award under FASB Interpretation No. 44, “Accounting for Certain Transactions involving Stock Compensation,” an interpretation of APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“FIN 44”)). Upon delivery of such notice and the payment of the Repurchase Price, the Corporation shall become the legal and beneficial owner of the Shares being purchased and all rights and interests therein or relating thereto. Shares issued pursuant to the Option shall also be subject to any repurchase, transfer or other restrictions contained in any shareholders agreement or similar agreement. In the event that any Shares held by the Participant shall be transferred to another person or entity, the Corporation’s Repurchase Right shall extend and apply to all Shares held by such transferee or transferees.

Corporation’s Repurchase Rights. If the employment or service of the Participant with the Corporation or an Affiliate terminates for any reason (whether by the Corporation or the Participant, and whether voluntary or involuntary), the Corporation or its designee shall have the right (but not the obligation) to repurchase (the “"Repurchase Right”") any or all Shares issued to the Participant pursuant to the OptionShares, subject to such terms and conditions (including including, but not limited to to, determination of the repurchase price (the “"Repurchase Price”")) as may be stated in the Plan and this Agreement. In such event, the Repurchase Price, if any, paid by the Corporation or its designee shall equal be determined as follows: (i) if the employment or service of the Participant is terminated (A) by the Corporation other than for Cause or (B) by the Participant due to death, Disability, Retirement or termination by the Participant with the Administrator's consent, the Repurchase Price shall equal the Fair Market Value per Share times share of Common Stock, multiplied by the number of the Shares being repurchased; (ii) if the Participant voluntarily terminates employment or service for non-Cause reasons other than death, Disability, Retirement or Cause and such termination is without the Administrator's consent and such termination occurs on or after the third anniversary of the Grant Date of the Option, the Repurchase Price shall equal one-half of the Fair Market Value per share of Common Stock, multiplied by the number of Shares being repurchased; and (iii) if (A) the employment or service of the Participant is terminated for Cause or (B) the Participant voluntarily terminates employment or service for non-Cause reasons other than death, if the Participant’s Disability or Retirement and such termination is for any reason other than Cause; or (ii) without the Administrator's consent and such termination occurs before the third anniversary of the Grant Date of the Option, then the Repurchase Price shall equal the lesser of one-half of the Fair Market Value per share or the original purchase price paid for the Shares (that is, the Option Price, as defined in Section 2 herein) per Share times share, multiplied by the number of Shares being repurchased, if the Participant’s termination is for Cause. The Fair Market Value shall be determined by the Administrator as of the Participant’s 's Termination Date or as of a date as soon as practicable preceding or following the Participant’s 's Termination Date. The Administrator’s 's determination of the Fair Market Value shall be final and conclusive. The Administrator also has sole discretion to determine the basis of the Participant’s 's termination. (Without in any way limiting the foregoing, including whether if the Participant voluntarily terminates employment or service with the Administrator's consent but the Participant violates any non-competition agreement or other restrictive covenants applicable to him, such termination was for Cause. shall be deemed to be a termination without Administrator consent (unless the Administrator determines otherwise).) The Corporation’s 's Repurchase Right described herein may, in the Corporation’s 's discretion, be exercised by a designee or designees of the Corporation and, for the purposes of Section 10(b9(b), references to the “"Corporation” " shall (unless the context otherwise requires) include its designee or designees. The Corporation may exercise its Repurchase Right under this Section 10(b9(b) at any time during the [90-]day 90-day period following the Participant’s 's Termination Date by delivering written notice to the Participant or other holder of such Shares, or, if later, the end of the 90-day period following the last day on which the Option could be exercised pursuant to Section 4 or Section 5 herein. Such notice shall be accompanied by delivery of a certified or official bank check (or other consideration acceptable to the Corporation and the Participant or other holder) in the amount of the Repurchase Price for the Shares being repurchasedPrice; provided, however, that, the Administrator in its discretion may determine that the Repurchase Price shall be subject to any right of offset of the Corporation or other terms and conditions. In addition, the Corporation may delay payment of the Repurchase Price for such period as may be necessary to avoid adverse accounting consequences for the Corporation, to avoid violation of the terms of any financing agreement applicable to the Corporation or to avoid violation of any provisions of Applicable Law restricting distributions or the redemption of equity by the Corporation. Upon delivery of such notice and the payment of the Repurchase Price, the Corporation shall become the legal and beneficial owner of the Shares being purchased and all rights and interests therein or relating thereto. In the event that any Shares held by the Participant shall be transferred to another person or entity, the Corporation’s 's Repurchase Right shall extend and apply to all Shares held by such transferee or transferees.

Corporation’s Repurchase Rights. If the employment or service of the Participant with the Corporation or an Affiliate terminates for any reason (whether by the Corporation or the Participant, and whether voluntary or involuntary), the Corporation or its designee shall have the right (but not the obligation) to repurchase (the “"Repurchase Right”") any or all Shares issued to the Participant pursuant to the OptionShares, subject to such terms and conditions (including including, but not limited to to, determination of the repurchase price (the “"Repurchase Price”")) as may be stated in the Plan and this Agreement. In such event, the Repurchase Price, if any, paid by the Corporation or its designee shall equal be determined as follows: (i) if the employment or service of the Participant is terminated (A) by the Corporation other than for Cause or (B) by the Participant due to death, Disability, Retirement or termination by the Participant with the Administrator's consent, the Repurchase Price shall equal the Fair Market Value per Share times share of Common Stock, multiplied by the number of the Shares being repurchased; (ii) if the Participant voluntarily terminates employment or service for non-Cause reasons other than death, Disability, Retirement or Cause and such termination is without the Administrator's consent and such termination occurs on or after the third anniversary of the Grant Date of the Option, the Repurchase Price shall equal one-half of the Fair Market Value per share of Common Stock, multiplied by the number of Shares being repurchased; and (iii) if (A) the employment or service of the Participant is terminated for Cause or (B) the Participant voluntarily terminates employment or service for non-Cause reasons other than death, if the Participant’s Disability or Retirement and such termination is for any reason other than Cause; or (ii) without the Administrator's consent and such termination occurs before the third anniversary of the Grant Date of the Option, then the Repurchase Price shall equal the lesser of one-half of the Fair Market Value per share or the original purchase price paid for the Shares (that is, the Option Price, as defined in Section 2 herein) per Share times share, multiplied by the number of Shares being repurchased, if the Participant’s termination is for Cause. The Fair Market Value shall be determined by the Administrator as of the Participant’s 's Termination Date or as of a date as soon as practicable preceding or following the Participant’s 's Termination Date. The Administrator’s 's determination of the Fair Market Value shall be final and conclusive. The Administrator also has sole discretion to determine the basis of the Participant’s 's termination. (Without in any way limiting the foregoing, including whether if the Participant voluntarily terminates employment or service with the Administrator's consent but the Participant violates any non-competition agreement or other restrictive covenants applicable to him, such termination was for Cause. shall be deemed to be a termination without Administrator consent (unless the Administrator determines otherwise).) The Corporation’s 's Repurchase Right described herein may, in the Corporation’s 's discretion, be exercised by a designee or designees of the Corporation and, for the purposes of Section 10(b8(b), references to the “"Corporation” " shall (unless the context otherwise requires) include its designee or designees. The Corporation may exercise its Repurchase Right under this Section 10(b8(b) at any time during the [90-]day 90-day period following the Participant’s 's Termination Date by delivering written notice to the Participant or other holder of such Shares, or, if later, the end of the 90-day period following the last day on which the Option could be exercised pursuant to Section 4 herein. Such notice shall be accompanied by delivery of a certified or official bank check (or other consideration acceptable to the Corporation and the Participant or other holder) in the amount of the Repurchase Price for the Shares being repurchasedPrice; provided, however, that, the Administrator in its discretion may determine that the Repurchase Price shall be subject to any right of offset of the Corporation or other terms and conditions. In addition, the Corporation may delay payment of the Repurchase Price for such period as may be necessary to avoid adverse accounting consequences for the Corporation, to avoid violation of the terms of any financing agreement applicable to the Corporation or to avoid violation of any provisions of Applicable Law restricting distributions or the redemption of equity by the Corporation. Upon delivery of such notice and the payment of the Repurchase Price, the Corporation shall become the legal and beneficial owner of the Shares being purchased and all rights and interests therein or relating thereto. In the event that any Shares held by the Participant shall be transferred to another person or entity, the Corporation’s 's Repurchase Right shall extend and apply to all Shares held by such transferee or transferees.

Corporation’s Repurchase Rights. If (a) Subject to the employment terms of this Section 5, upon the occurrence of (i) any Repurchase Event or service (ii) any material violation by the Participant of any of the Participant with confidentiality, non-competition, non-disparagement or non-solicitation covenants contained in the Employment Agreement (if any) that is not cured within 10 days of the date that the Corporation or an Affiliate terminates for any reason (whether by provides written notice to the Corporation or Participant of the Participant, and whether voluntary or involuntary)violation, the Corporation or its designee shall will have the right (but not the obligation) to repurchase (the “Repurchase Right”) all or any or all Shares shares of Common Stock issued to the Participant pursuant to upon the Option, subject to such terms and conditions (including but not limited to determination exercise of the repurchase price Stock Option (the “Repurchase PriceShares”)) as . The repurchase right may be stated in the Plan and this Agreement. In such event, the Repurchase Price, if any, paid exercised by the Corporation at any time following the date of such Repurchase Event or its designee shall equal (i) uncured violation by giving the Fair holder of the Shares written notice of the Corporation’s intention to exercise such right[; provided, however, that the Corporation may not exercise such repurchase right until the holder has held the Shares for at least 183 days]. The purchase price per share will be the Market Value per Per Share times on the number date of Shares being repurchasedsuch notice; provided, however, that if the Participant’s termination employment with the Corporation is terminated for any reason other than Cause; Cause or (ii) the Participant violates the Employment Agreement, the purchase price per share will be the lesser of the Fair Market Value Per Share or the original purchase price Option Price per share paid for by the Shares Participant. (that isb) Within 30 days following the date of delivery by the Corporation of a written notice of its election to exercise its repurchase right pursuant to this Section 5, the Option Price, as defined in Section 2 herein) per Share times the number of Shares being repurchased, if the Participant’s termination is for Cause. The Fair Market Value shall be determined by the Administrator as of the Participant’s Termination Date or as of a date as soon as practicable preceding or following the Participant’s Termination Date. The Administrator’s determination of the Fair Market Value shall be final and conclusive. The Administrator also has sole discretion to determine the basis of the Participant’s termination, including whether such termination was for Cause. The Corporation’s Repurchase Right described herein may, in the Corporation’s discretion, be exercised by a designee or designees of the Corporation and, for the purposes of Section 10(b), references to the “Corporation” shall (unless the context otherwise requires) include its designee or designees. The Corporation may exercise its Repurchase Right under this Section 10(b) at any time during the [90-]day period following the Participant’s Termination Date by delivering written notice will pay to the Participant or other holder of such Shares. Such notice shall be accompanied by delivery the Shares the full amount of a certified or official bank check (or other consideration acceptable to the Corporation purchase price in cash, and the Participant or other holder) in holder will deliver to the amount of Corporation the Repurchase Price for stock certificate or certificates representing the Shares being repurchased; providedpurchased, howeverduly endorsed and free and clear of any and all liens, that, charges and encumbrances. (c) If any change in the Administrator in its discretion may determine that the Repurchase Price shall be subject to any right of offset Common Stock of the Corporation occurs as a result of any transaction or other terms and conditions. In additionevent described in Paragraph 8 of the Plan, the restrictions contained in this Section 5 will apply with equal force to additional and/or substitute securities, if any, received by the Participant in exchange for, or by virtue of his or her ownership of, Shares. (d) If the Participant or holder fails or refuses to deliver on a timely basis duly endorsed certificates representing Shares purchased by the Corporation pursuant to this Section 5, the Corporation may delay payment of will have the Repurchase Price right to deposit the purchase price for such period as may be necessary to avoid adverse accounting consequences for the Corporation. Upon delivery Shares in a special account with any bank or trust company, giving notice of such notice deposit to the Participant or holder, whereupon (i) such Shares will be deemed to have been purchased by the Corporation and the payment of the Repurchase Price, (ii) the Corporation shall become make an appropriate notation on its books and records reflecting such repurchase and may place stop-transfer or similar instructions with respect to such Shares with any transfer agent for the legal and beneficial owner of the Shares being purchased and all rights and interests therein or relating theretoCommon Stock. In the event that any Shares All such monies will be held by the bank or trust company for the benefit of the Participant shall or holder. All monies deposited with the bank or trust company but remaining unclaimed for two years after the date of deposit will be transferred repaid by the bank or trust company to another person or entity, the Corporation on demand and become general funds of the Corporation’s Repurchase Right shall extend , and apply the Participant or holder will thereafter look only to all the Corporation for payment. (e) The repurchase right of the Corporation set forth above will remain in effect until the closing of a Public Offering, and will be binding upon any transferee of Shares. The Corporation may place a legend on any certificate for Shares held by such transferee or transfereesdelivered to the Participant reflecting the repurchase rights provided in the Plan and hereunder.