Common use of Employee Shares Clause in Contracts

Employee Shares. (a) Upon execution of this Agreement, Employee will be granted 1,571,429 shares of Common Stock. The purchase price for such Shares will be deemed to be zero. The Secretary of the Company shall hold the certificate representing the Employee Shares, properly endorsed for transfer, until such time as Employee fulfills the service requirements of Section 2. (b) Within thirty (30) days after the grant to the Employee of Employee Shares pursuant to this Agreement, Employee will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) In connection with the grant of the Employee Shares pursuant hereto, Employee represents and warrants to the Company that: (i) The Employee Shares to be acquired by Employee pursuant to this Agreement will be acquired for Employee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Employee Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) Employee is a key employee of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Employee Shares; (iii) Employee is aware that the investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. Employee is able to bear the economic risk of his or her investment in the Employee Shares for an indefinite period of time because the Employee Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Employee Shares and has had full access to such other information concerning the Company as he or she has requested; (v) Employee has the full right, power and authority to execute and deliver this Agreement, and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligations of the Employee enforceable against him or her in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies, and the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Employee is a party or any judgment, order or decree to which Employee is subject; (vi) In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act (a “Public Offering”), the Employee agrees that he or she shall not, directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Employee Shares acquired hereunder without the prior written consent of the Company or its underwriters. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters but in no event longer than 365 days. Employee further agrees to execute any agreement reflecting such Market Stand-Off, as may be requested by the Company or such underwriters. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Employee Shares until the end of the applicable standoff period. The Company’s underwriters shall be beneficiaries of this Agreement; (vii) Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement which conflicts with the obligations set forth in this Agreement; and (viii) Employee is a resident of the State of California. (d) As an inducement for the Company to commit to issue the Employee Shares to Employee, and as a condition thereto, Employee acknowledges and agrees that neither any future issuance of capital stock of the Company to Employee nor any provision contained herein shall entitle Employee to remain in the employment of the Company, or any affiliate of the Company, or affect the right of the Company or any of its affiliates to terminate Employee’s employment at any time for any reason.

Employee Shares. (a) Upon execution of this Agreement, Employee will be granted 1,571,429 53,571 shares of Common Stock. The purchase price for such Shares will be deemed to be zero. The Secretary of the Company shall hold the certificate representing the Employee Shares, properly endorsed for transfer, until such time as Employee fulfills the service requirements of Section 2. (b) Within thirty (30) days after the grant to the Employee of Employee Shares pursuant to this Agreement, Employee will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) In connection with the grant of the Employee Shares pursuant hereto, Employee represents and warrants to the Company that: (i) The Employee Shares to be acquired by Employee pursuant to this Agreement will be acquired for Employee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Employee Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) Employee is a key employee of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Employee Shares; (iii) Employee is aware that the investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. Employee is able to bear the economic risk of his or her investment in the Employee Shares for an indefinite period of time because the Employee Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Employee Shares and has had full access to such other information concerning the Company as he or she has requested; (v) Employee has the full right, power and authority to execute and deliver this Agreement, and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligations of the Employee enforceable against him or her in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies, and the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Employee is a party or any judgment, order or decree to which Employee is subject; (vi) In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act (a “Public Offering”), the Employee agrees that he or she shall not, directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Employee Shares acquired hereunder without the prior written consent of the Company or its underwriters. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters but in no event longer than beyond July 31, 2007 or, if longer, 365 daysdays following the Public Offering. Employee further agrees to execute any agreement reflecting such Market Stand-Off, as may be requested by the Company or such underwriters. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Employee Shares until the end of the applicable standoff period. The Company’s underwriters shall be beneficiaries of this Agreement; (vii) Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement which conflicts with the obligations set forth in this Agreement; and (viii) Employee is a resident of the State of CaliforniaMassachusetts. (dc) As an inducement for the Company to commit to issue the Employee Shares to Employee, and as a condition thereto, Employee acknowledges and agrees that neither any future issuance of capital stock of the Company to Employee nor any provision contained herein shall entitle Employee to remain in the employment of the Company, or any affiliate of the Company, or affect the right of the Company or any of its affiliates to terminate Employee’s employment at any time for any reason.

Employee Shares. (a) Upon execution of this Agreement, Employee will be granted 1,571,429 50,000 shares of Common Stock. The purchase price for such Shares will be deemed to be zero. The Secretary of the Company shall hold the certificate representing the Employee Shares, properly endorsed for transfer, until such time as Employee fulfills the service requirements of Section 2. (b) Within thirty (30) days after the grant to the Employee of Employee Shares pursuant to this Agreement, Employee will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) In connection with the grant of the Employee Shares pursuant hereto, Employee represents and warrants to the Company that: (i) The Employee Shares to be acquired by Employee pursuant to this Agreement will be acquired for Employee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Employee Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) Employee is a key employee of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Employee Shares; (iii) Employee is aware that the investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. Employee is able to bear the economic risk of his or her investment in the Employee Shares for an indefinite period of time because the Employee Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Employee Shares and has had full access to such other information concerning the Company as he or she has requested; (v) Employee has the full right, power and authority to execute and deliver this Agreement, and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligations of the Employee enforceable against him or her in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies, and the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Employee is a party or any judgment, order or decree to which Employee is subject; (vi) In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act (a “Public Offering”), the Employee agrees that he or she shall not, directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Employee Shares acquired hereunder without the prior written consent of the Company or its underwriters. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters but in no event longer than beyond July 31, 2007 or, if longer, 365 daysdays following the Public Offering. Employee further agrees to execute any agreement reflecting such Market Stand-Off, as may be requested by the Company or such underwriters. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Employee Shares until the end of the applicable standoff period. The Company’s underwriters shall be beneficiaries of this Agreement; (vii) Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement which conflicts with the obligations set forth in this Agreement; and (viii) Employee is a resident of the State of California. (dc) As an inducement for the Company to commit to issue the Employee Shares to Employee, and as a condition thereto, Employee acknowledges and agrees that neither any future issuance of capital stock of the Company to Employee nor any provision contained herein shall entitle Employee to remain in the employment of the Company, or any affiliate of the Company, or affect the right of the Company or any of its affiliates to terminate Employee’s employment at any time for any reason.

Employee Shares. (a) Upon execution of this Agreement, Employee will be granted 1,571,429 35,714 shares of Common Stock. The purchase price for such Shares will be deemed to be zero. The Secretary of the Company shall hold the certificate representing the Employee Shares, properly endorsed for transfer, until such time as Employee fulfills the service requirements of Section 2. (b) Within thirty (30) days after the grant to the Employee of Employee Shares pursuant to this Agreement, Employee will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) In connection with the grant of the Employee Shares pursuant hereto, Employee represents and warrants to the Company that: (i) The Employee Shares to be acquired by Employee pursuant to this Agreement will be acquired for Employee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Employee Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) Employee is a key employee of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Employee Shares; (iii) Employee is aware that the investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. Employee is able to bear the economic risk of his or her investment in the Employee Shares for an indefinite period of time because the Employee Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Employee Shares and has had full access to such other information concerning the Company as he or she has requested; (v) Employee has the full right, power and authority to execute and deliver this Agreement, and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligations of the Employee enforceable against him or her in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies, and the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Employee is a party or any judgment, order or decree to which Employee is subject; (vi) In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act (a “Public Offering”), the Employee agrees that he or she shall not, directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Employee Shares acquired hereunder without the prior written consent of the Company or its underwriters. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters but in no event longer than beyond July 31, 2007 or, if longer, 365 daysdays following the Public Offering. Employee further agrees to execute any agreement reflecting such Market Stand-Off, as may be requested by the Company or such underwriters. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Employee Shares until the end of the applicable standoff period. The Company’s underwriters shall be beneficiaries of this Agreement; (vii) Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement which conflicts with the obligations set forth in this Agreement; and (viii) Employee is a resident of the State of California. (dc) As an inducement for the Company to commit to issue the Employee Shares to Employee, and as a condition thereto, Employee acknowledges and agrees that neither any future issuance of capital stock of the Company to Employee nor any provision contained herein shall entitle Employee to remain in the employment of the Company, or any affiliate of the Company, or affect the right of the Company or any of its affiliates to terminate Employee’s employment at any time for any reason.

Employee Shares. (a) Upon execution of this Agreement, Employee will be granted 1,571,429 75,000 shares of Common Stock. The purchase price for such Shares will be deemed to be zero. The Secretary of the Company shall hold the certificate representing the Employee Shares, properly endorsed for transfer, until such time as Employee fulfills the service requirements of Section 2. (b) Within thirty (30) days after the grant to the Employee of Employee Shares pursuant to this Agreement, Employee will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) In connection with the grant of the Employee Shares pursuant hereto, Employee represents and warrants to the Company that: (i) The Employee Shares to be acquired by Employee pursuant to this Agreement will be acquired for Employee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Employee Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) Employee is a key employee of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Employee Shares; (iii) Employee is aware that the investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. Employee is able to bear the economic risk of his or her investment in the Employee Shares for an indefinite period of time because the Employee Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Employee Shares and has had full access to such other information concerning the Company as he or she has requested; (v) Employee has the full right, power and authority to execute and deliver this Agreement, and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligations of the Employee enforceable against him or her in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies, and the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Employee is a party or any judgment, order or decree to which Employee is subject; (vi) In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act (a “Public Offering”), the Employee agrees that he or she shall not, directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Employee Shares acquired hereunder without the prior written consent of the Company or its underwriters. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters but in no event longer than beyond July 31, 2007 or, if longer, 365 daysdays following the Public Offering. Employee further agrees to execute any agreement reflecting such Market Stand-Off, as may be requested by the Company or such underwriters. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Employee Shares until the end of the applicable standoff period. The Company’s underwriters shall be beneficiaries of this Agreement; (vii) Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement which conflicts with the obligations set forth in this Agreement; and (viii) Employee is a resident of the State of CaliforniaMassachusetts. (dc) As an inducement for the Company to commit to issue the Employee Shares to Employee, and as a condition thereto, Employee acknowledges and agrees that neither any future issuance of capital stock of the Company to Employee nor any provision contained herein shall entitle Employee to remain in the employment of the Company, or any affiliate of the Company, or affect the right of the Company or any of its affiliates to terminate Employee’s employment at any time for any reason.