Employee Stock Purchase Agreement. The Company will not issue or grant or agree to issue or grant any shares of its capital stock or any option, right or warrant to purchase shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock to any employee or officer of the Company or a subsidiary except pursuant to a plan adopted by the Board of Directors, your representative on the Board of Directors having voted in favor thereof (a "Plan"); provided, however, no such issuance or grant shall be made without the approval of a majority of the members of the Board of Directors, which majority shall include your representative. Each such purchase or the exercise of any such option will be subject to proportionate vesting over at least three years.
Employee Stock Purchase Agreement. The Company will not issue any of its capital stock, or grant an option to purchase any of its capital stock, to any employee or officer of the Company or a subsidiary except (i) pursuant to options for 158,350 shares of Common Stock outstanding at the date of this Agreement under the 1982 Incentive Stock Option Plan of the Company, a copy of which has been provided to the Purchasers, (ii) up to an additional 64,150 shares pursuant to options which may be granted under the 1982 Incentive Stock Option Plan as currently in effect, or (iii) pursuant to a plan (a "New Plan") or stock purchase agreement approved, authorized, and adopted by the Board of Directors, with both representatives of the holders of Class A Preferred Stock on the Board of Directors having voted in favor thereof. All grants of additional options under the 1982 Incentive Stock Option Plan or under a New Plan shall be approved by a committee consisting of four directors, two of whom shall be the nominees of the holders of Class A Preferred Stock.
Employee Stock Purchase Agreement. The Company will not issue or grant or agree to issue or grant any shares of its capital stock or any option, right or warrant to purchase shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock to any employee or officer of the Company or a subsidiary except pursuant to a plan adopted by the Board of on the Board of Directorshaving (a "Plan"); provided, however, no such issuance or grant shall be made without the approval of a majority of the members of the Board of Directors. Each such purchase or the exercise of any such option will be subject to proportionate vesting over at least three years.
Employee Stock Purchase Agreement. The closing of the sale to the Buyer of all Shares owned by the Employee Stockholders pursuant to the Employee Stock Purchase Agreement.
Employee Stock Purchase Agreement. The Company will not issue any of its capital stock, or grant an option to purchase any of its capital stock, to any employee or officer of the Company or a subsidiary except (i) pursuant to options for 161,489 shares of Common Stock outstanding at the date of this Agreement under the 1982 Incentive Stock Option Plan of the Company, a copy of which has been provided to the Purchasers, (ii) pursuant to the Stock Subscription Agreements described in the Schedule of Exceptions, (iii) up to an additional 61,011 shares pursuant to options which may be granted under the 1982 Incentive Stock Option Plan as currently in effect, (iv) pursuant to the Special Incentive Plans, which Plans shall, among other things, provide for the purchase by Messrs. Willxxx X. Xxxxx xxx Bengx X. Xxxxxxxx xx an aggregate of 72,017 shares of Common Stock at the Closing subject to the execution of an Employee Stock Purchase Agreement in the form set forth as Exhibit H to this Agreement and of up to an additional 70,000 shares of Common Stock subject to the achievement of certain financial goals by the Company or (v) pursuant to a plan adopted by the Board of Directors, with both representatives of the Purchasers on the Board of Directors having voted in favor thereof (a "New Plan"). No issuance or grant shall be made to Messrs. Willxxx X. Xxxxx xx Bengx X. Xxxxxxxx xxxer the 1982 Incentive Stock Option Plan or any New Plan unless both representatives of the Purchasers on the Board of Directors shall have specifically approved such grant. All grants of additional options under the 1982 Incentive Stock Option Plan or under a New Plan shall be approved by a committee consisting of four directors, two of whom shall be the nominees of the holders of Preferred.
