Common use of Exercise of Repurchase Option Clause in Contracts

Exercise of Repurchase Option. The Repurchase Option shall be ----------------------------- exercised by the Company by delivery to Participant, within the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) the number of Shares which shall have vested as of the Termination Date; (ii) the number of Shares which the Company elects to repurchase; and (iii) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Participant shall surrender (if Participant has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Participant or such person as Participant shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereof.

Exercise of Repurchase Option. The For a period of two (2) years following the Effective Date for so long as the Shares are subject to the Company's Repurchase Option (as defined below), the Company shall be ----------------------------- exercised have an irrevocable, exclusive option, but not the obligation, to repurchase, for any reason or no reason, all or any portion of the Unreleased Shares (as defined below) from time to time (the "Repurchase Option") at the Repurchase Price (as defined below). The Company may exercise such Repurchase Option and, thereby, purchase all (or a portion of) the Unreleased Shares by delivering to the Holder in writing a notice of such exercise (the "Repurchase Notice") setting forth the number of Unreleased Shares as of the date of the Repurchase Notice which the Company wishes to repurchase and the aggregate Repurchase Price for such Unreleased Shares (the "Aggregate Repurchase Price"). Within fifteen (15) days of delivery by the Company by delivery to Participant, within the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) the number of Shares which shall have vested as of the Termination Date; (ii) the number of Shares which the Company elects to repurchase; and (iii) a dayRepurchase Notice, which shall not be more than 30 days after the date such notice is delivered, on or before which Participant shall surrender (if Participant has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Participant or such person as Participant shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Aggregate Repurchase PricePrice shall be made by check or wire transfer, without interest, upon surrender against delivery of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number of the Unreleased Shares to be repurchased hereunder at a place agreed upon between the parties and at the time of the scheduled closing therefor. Upon the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased 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 Unreleased Shares repurchased by the Company. In the event the Company fails to pay the Aggregate Repurchase Price set forth in the Repurchase Notice within the fifteen (15) day period as required by this Section 3(a), it is agreed that the Holder's sole and exclusive remedy for such failure shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in that the Company's written notice of election Repurchase Option shall immediately lapse as to exercise all Unreleased Shares, whether or not subject to the Repurchase OptionNotice. If the Outstanding Amount exceeds the The Repurchase Price for the number of Shares to Option set forth in this Section 3 may be repurchased, Participant shall remain obligated and liable to assigned by the Company for the unpaid balance thereofin whole or in part in its sole and unfettered discretion.

Exercise of Repurchase Option. (a) If the Surviving Corporation fails to meet any one of the Milestones set forth in Section 2.2, the Parent shall exercise its Repurchase Option for the shares of Contingent Parent Common Stock and Unvested Contingent Parent Common Stock for such failed Milestone by written notice (the "Exercise Notice") signed by an officer of the Parent and delivered or mailed to each registered holder of Contingent Parent Common Stock, each holder of Converted Vested Company Options and each holder of Converted Unvested Company Options, which Exercise Notice shall specify in reasonable detail the Milestone calculations giving rise to the exercise of the Repurchase Option. The Repurchase Option shall be ----------------------------- exercised by and the Company by delivery to Participant, within the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify Exercise Notice sent no later than: (i) March 31, 2002 for the Milestones set forth in Section 2.2. (ii) June 30, 2002 for the Milestones set forth in Section 2.2(b). (iii) December 31, 2001 for the Milestones set forth in Section 2.2(c)(i). (iv) March 31, 2002 for the Milestones set forth in Section 2.2(c)(ii). (b) In the case of a holder of Contingent Parent Common Stock, the Exercise Notice shall identify the number of Shares which shares of Contingent Parent Common Stock to be purchased and the aggregate purchase price to be delivered. (c) In the case of a holder of Converted Vested Company Options, the Exercise Notice shall have vested as of the Termination Date; (ii) identify the number of Shares which the Company elects to repurchase; and (iii) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Participant shall surrender (if Participant has not already done so) the certificate or certificates representing the Shares shares of Contingent Parent Common Stock to be purchased pursuant if the holder were to the Repurchase Option (duly endorsed in blank for Transfer) at the principal office exercise all of the his or her Converted Vested Company in exchange for a check, payable to Participant or Options. The settlement of such person as Participant purchase shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection take place concurrently with the Note (exercise of such options, regardless of whether the "Outstanding Amount") are owed to exercise of such options occurs during or after the Company by Participant, the Repurchase Price period for the number exercise of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If The settlement may take place incrementally and on more than one occasion if the Outstanding Amount exceeds holder of the Repurchase Price for Converted Vested Company Options does not initially exercise a sufficient number of options to yield the number of Shares shares of Contingent Parent Common Stock subject to purchase. (d) In the case of a holder of Converted Unvested Company Options, the Exercise Notice shall identify the number of shares of Unvested Contingent Parent Common Stock to be repurchased, Participant purchased if the holder were to exercise all of his or her Converted Unvested Company Options. The settlement of such purchase shall remain obligated and liable to take place concurrently with the Company for the unpaid balance thereof.exercise of such options,

Exercise of Repurchase Option. The Repurchase Option shall be ----------------------------- exercised by the Company by delivery to ParticipantEmployee, within the 60 day six-month period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) the number of Shares which shall have vested as of the Termination DateCompany elects to repurchase; (ii) the number calculation of Shares which the Company elects to repurchaseRepurchase Price for such Shares; and (iii) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Participant Employee shall surrender (if Participant Employee has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (with a stock assignment or stock assignments duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Participant Employee or such person as Participant Employee shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant Employee fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant Employee shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (with a stock assignment or stock assignments duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c3(e), in the event any principal, interest, fees, expenses or other amounts due on or in connection with are owed to the Note Company by Employee (the "Outstanding Amount") are owed to the Company by Participant), the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of the Shares to be repurchased, Participant Employee shall remain obligated and liable to the Company for the unpaid balance thereof.

Exercise of Repurchase Option. (a) The Repurchase Option repurchase option hereunder ------------------------------ shall only be ----------------------------- exercised upon approval thereof by the Company by delivery to ParticipantCompensation Committee of the Board of Directors of the Company, within the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) specifying the number of Shares which to be repurchased. Upon such approval, the Company shall have vested as exercise the repurchase option provided in this Section by delivering or mailing to the Purchaser written notice of the Termination Date; (ii) exercise specifying the number of Shares which to be repurchased by the Company elects to repurchase; and within thirty (iii30) a day, which shall not be more than 30 days after the effective date such of the termination of Purchaser's service as an employee of the Company. (b) Within ten (10) days after the Purchaser's receipt of the Company's notice is deliveredof the exercise of the repurchase option pursuant to subsection (a) above, on the Purchaser (or before which Participant his/her estate, executors, administrators, heirs or personal representatives, as the case may be) shall surrender (if Participant has not already done so) tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to be purchased pursuant to the Repurchase Option (re-purchase, duly endorsed in blank by the Purchaser or with duly endorsed stock powers attached thereto, all in form suitable for Transfer) at the principal office transfer of such shares to the Company. Upon its receipt of such Shares, the Company in exchange for shall deliver or mail to the Purchaser a check, payable to Participant or such person as Participant shall request, check in the amount equal of aggregate re-purchase price therefore. (c) After the time at which any Shares are required to be delivered to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares Company for transfer to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected pursuant to repurchase shall be deemed to be no longer outstandingsubsection (b) above, and Participant the Purchaser shall cease to be the owner or holder of such Shares for all purposes, and the Company shall not pay any dividend to the Purchaser on account of the purchased Shares or permit the Purchaser to exercise any of the privileges or rights of a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereofShares.

Exercise of Repurchase Option. The Company may exercise the Repurchase Option shall be ----------------------------- exercised by the Company by delivery written notice to ParticipantOptionee, and/or any Subject Transferee of Optionee, within the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify days after (i) the number occurrence of Shares which shall have vested as of the Termination Date; an event referred to in Section 9(a)(i), (ii) the number of Shares which date the Company elects to repurchase; and receives written notice of death from Optionee’s executors or administrators, (iii) the date the Company receives actual notice of an event described in Section 9(a)(iii) or (iv) the date of death or the entry of final judgment referred to in Section 10. The Company shall designate in such notice a daydate, time and place for the closing of the repurchase (the “Closing”), which shall be not be more than 30 60 days after the date such notice is deliveredof the Company’s notice, on unless otherwise agreed by the parties. The Closing shall take place at the offices of the Company or before of its counsel, unless otherwise agreed by the parties. At the Closing, the Company or its assignee (the “Purchaser”) shall purchase, and the selling Optionee or Subject Transferee (the “Seller”) shall sell to the Purchaser, the Unvested Shares as to which Participant shall surrender (if Participant has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option has been exercised (duly endorsed in blank for Transferthe “Purchased Shares”) at the principal office price and on the terms set forth in paragraph (c) of the Company in exchange for a check, payable to Participant or such person as Participant shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option9. If the Outstanding Amount exceeds Repurchase Option is not exercised, the Repurchase Price for the number of Unvested Shares to be repurchased, Participant subject thereto shall remain obligated subject to all provisions of this Agreement, and liable if the holder of such Unvested Shares is not already a party to this Agreement such holder shall become a party to this Agreement by executing a counterpart hereof, and shall be bound by the Company for the unpaid balance thereofprovisions of this Agreement whether or not such transferee does so.

Exercise of Repurchase Option. The Repurchase Option shall be ----------------------------- exercised by At any time during the Company by delivery to Participantperiod beginning upon November 16, within 2001 and ending on the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) the number of Shares date which shall have vested as of the Termination Date; (ii) the number of Shares which the Company elects to repurchase; and (iii) a day, which shall not be more than 30 days is three years after the date such notice is delivered, on or before which Participant shall surrender Purchaser's Termination Date (if Participant has not already done sothe "First Repurchase Period") when the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option then current Fair Market Value (duly endorsed in blank for Transferas defined below) at the principal office of the Company in exchange for a check, payable to Participant or such person as Participant shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of all then outstanding Unvested Shares and Vested Shares equals or exceeds the total amount of all principal and accrued interest then due under the Note (an "In-The-Money Period"), the Company, its successor in interest or the assignee of either, may elect (but shall not have the obligation) to repurchase all or any portion of the Purchaser's Unvested Shares and/or Vested Shares by giving Purchaser written notice of exercise of the Repurchase Option (each such notice, a "Repurchase Notice") and setting forth in each such Repurchase Notice the effective date of the relevant repurchase, which date must be within an In-The-Money Period. Notwithstanding the foregoing, however, the First Repurchase Period shall terminate upon the consummation of a merger, recapitalization, reorganization or similar corporate transaction in which the Shares outstanding immediately prior thereto are converted completely into cash. At any time during the period beginning on the termination of the First Repurchase Period and ending 90 days thereafter, the Company, its successor in interest or the assignee of either, may elect (but shall not have the obligation) to repurchase all or any portion of the Purchaser's Unvested Shares by giving Purchaser a Repurchase Notice and setting forth in each such Repurchase Notice the effective date of the relevant repurchase. The Repurchase Option may be purchasedexercised more than once during the periods provided above until all Unvested Shares and, as applicable, Vested Shares have been repurchased. If Participant fails to so surrender The effective date of each such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed conclusively determined to be no longer outstandingsuch date set forth by the Company, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only successor in interest or assignee in the right to receive payment of the relevant Repurchase PriceNotice. The "Fair Market Value", without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing as used in this Section 3(c)8.2, in shall mean: (i) if sales prices of securities of the event any principalsame class, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number series and issuer as those of the Shares to be repurchased hereunder shall be reduced are quoted on the Nasdaq National Market, then the sales price per share of such securities as quoted on the Nasdaq National Market or (to an amount not less than zeroii) in all other cases, as determined in good faith by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice Board of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number Directors of Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereofor its successor in interest.

Exercise of Repurchase Option. The Unless the Company notifies the Purchaser within forty-five (45) days from the Termination Date that it does not intend to exercise the Repurchase Option with respect to some or all of the Subject Shares, the Repurchase Option shall be ----------------------------- deemed automatically exercised by the Company by delivery with respect to Participant, within all of the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) the number of Subject Shares which shall have vested as of the forty-fifty (45th) day following the Termination Date; (ii) the number of Shares which , provided that the Company elects may notify the Purchaser that it is exercising the Repurchase Option as of a date prior to repurchase; such forty-fifty (45th) day. Unless the Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise the Repurchase Option as to some or all of the Subject Shares, execution of this Agreement by the Purchaser constitutes written notice to the Purchaser of the Company's intention to exercise the Repurchase Option with respect to all Subject Shares. The Company, at its choice, may satisfy its payment obligation to the Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to the Purchaser in the amount of the purchase price for the Subject Shares being repurchased, or (B) in the event the Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Subject Shares being repurchased, or (C) by a combination of (A) and (iiiB) a dayso that the combined payment and cancellation of indebtedness equals such purchase price, which provided that the Company shall not be more than 30 use good faith efforts to satisfy its payment obligation to the Purchaser within fifteen (15) days after the date such Company's notice is delivered, on or before which Participant shall surrender (if Participant has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to of exercise of the Repurchase Option (duly endorsed in blank for Transferor deemed exercise), and that if such check is not delivered or such cancellation is not effective within such fifteen (15) day period, the amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the Company has satisfied its payment obligation under this Section 3(b). In the event the Purchaser is indebted to the Company at the principal office time of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(b), the amount of such indebtedness equal to the purchase price of the Subject Shares being repurchased shall be deemed automatically canceled as of the date of the Company's deemed exercise. As a result of any repurchase of Subject Shares pursuant to this Section 3(b), the Company shall become the legal and beneficial owner of the Subject Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Subject Shares being repurchased by the Company, without further action by the Purchaser. The Purchaser hereby authorizes and directs the secretary or transfer agent of the Company in exchange for a check, payable to Participant transfer the Shares as to which the Repurchase Option has been exercised (or such person as Participant shall request, in deemed to have been exercised) from the amount equal Purchaser to the Repurchase Price, calculated Company. Except as provided in this under Section 33 hereof, multiplied the Purchaser shall not transfer by the number sale, assignment, hypothecation, donation or otherwise any of the Subject Shares or any interest therein prior to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to release of such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise from the Repurchase Option. If The Purchaser further authorizes the Outstanding Amount exceeds the Repurchase Price for the number of Company to refuse or to cause its Transfer Agent to refuse to transfer or record any Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereoftransferred in violation of this Agreement.

Exercise of Repurchase Option. The Repurchase If the Company repurchases any Option ----------------------------- Shares pursuant to this Section 2, it shall be ----------------------------- exercised pay to the Optionee or his or her legal representative a purchase price equal to: (a) in the case of Option Shares purchased by the Company by delivery to ParticipantOptionee during the Initial Exercise Period ("Initial Option Shares") which are not vested at the time of repurchase, within the 60 day period specified in Section 3(a) hereof, lesser of a written notice the Exercise Price or the Fair Market Value of its election to so exercise. Such notice shall therein specify (i) the number of Shares which shall have vested an Option Share as of the Termination Date; (ii) the number of Shares which date the Company elects to repurchaserepurchase the Initial Option Shares; provided, however, that if the Call Event occurs as a result of the termination of the Optionee's employment by reason of Retirement, the purchase price per Initial Option Share shall be the greater of the Exercise Price or the Fair Market Value of such Option Share as of the date the Company elects to repurchase such Initial Option Shares; and provided further, that if the Call Event occurs as a result of the termination of the Optionee's employment with the General Partner or the Company by reason of death or Disability, the unvested Initial Option Shares shall become vested in accordance with Section 2.2 of the Agreement and the purchase price per vested Initial Option Share shall be determined in accordance with the first proviso contained in Section 2.2(b) hereof; and provided further, that if the Call Event occurs as a result of involuntary termination of employment for any reason other than Cause then the purchase price per Initial Option Share shall be equal to the Exercise Price of such Option Shares; (iiib) in the case of Initial Option Shares which are vested at the time of repurchase, the Fair Market Value of such Option Shares as of the date the Company elects to repurchase such Initial Option Shares; provided, however, that if the Call Event occurs as a dayresult of the termination of the Optionee's employment with the General Partner or the Company by reason of death, which Disability or Retirement, then the purchase price per Initial Option Share shall not be more than 30 days the greater of the Exercise Price or the Fair Market Value of such Option Share as of the date the Company elects to repurchase such Initial Option Shares; and provided further, that, if the Call Event occurs as a result of the termination of the Optionee's employment with the General Partner or the Company for Cause or as a result of the Optionee having materially breached an employment agreement or restrictive covenant with the General Partner or the Company, then the purchase price per Initial Option Share shall be the lesser of the Exercise Price or the Fair Market Value of such Option Share as of the date the Company elects to repurchase such Initial Option Shares; and (c) in the case of Option Shares purchased by the Optionee after the Initial Exercise Period ("Standard Option Shares"), the Fair Market Value of such Option Shares as of the date the Company elects to repurchase such notice is deliveredStandard Option Shares; provided, on however, that if the Call Event occurs as a result of the termination of the Optionee's employment with the General Partner or before which Participant the Company for Cause or as a result of the Optionee having materially breached an employment agreement or restrictive covenant with the General Partner or the Company, then the purchase price per Standard Option Share shall surrender be the lesser of the Exercise Price or the Fair Market Value of such Option Share as of the date the Company elects to repurchase such Standard Option Shares. The Company's right to repurchase Option Shares shall expire one year after the later of (if Participant has not already done sox) the date the Company receives notice of the Call Event or (y) the date the Option is exercised. The Company's repurchase rights shall be in addition to any other rights or remedies that the Company may have under this Agreement, the LP Agreement or otherwise. If the Company elects to repurchase any Option Shares pursuant to this Section 2.2, the Company shall deliver to the Optionee, within the one year period described in this Section, a notice setting forth the number of Option Shares that it has elected to repurchase. If the Company repurchases any of the Option Shares held by the Optionee pursuant to this Section, the Optionee shall deliver to the Company a certificate or certificates or other document or instrument representing the Option Shares to be purchased pursuant to the Repurchase Option (being repurchased, duly endorsed or otherwise in blank proper form for Transfer) at the principal office of the Company in exchange for a checktransfer, payable to Participant or such person as Participant shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive against payment of the Repurchase Pricerequired purchase price by cash, without interest, upon surrender check or by cancellation of all or a portion of any outstanding indebtedness of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed Optionee to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail or in the Company's written notice case of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of Shares to be repurchasedrepurchase by an assignee, Participant shall remain obligated and liable to the Company for the unpaid balance thereofassignee).

Exercise of Repurchase Option. The Repurchase Option shall be ----------------------------- exercised by the Company by delivery to ParticipantEmployee, within the 60 day six-month period specified in Section 3(a2(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) the number of Shares which shall have vested as of the Termination DateCompany elects to repurchase; (ii) the number calculation of Shares which the Company elects to repurchaseRepurchase Price for such Shares; and (iii) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Participant Employee shall surrender (if Participant Employee has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (with a stock assignment or stock assignments duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Participant Employee or such person as Participant Employee shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 32, multiplied by the number of the Shares to be purchased. If Participant Employee fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant Employee shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (with a stock assignment or stock assignments duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c2(e), in the event any principal, interest, fees, expenses or other amounts due on or in connection with are owed to the Note Company by Employee (the "Outstanding Amount") are owed to the Company by Participant), the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of the Shares to be repurchased, Participant Employee shall remain obligated and liable to the Company for the unpaid balance thereof.

Exercise of Repurchase Option. The Repurchase Option shall For a 2004 Senior Convertible Note to be ----------------------------- exercised by so purchased at the Company by delivery to Participantoption of the Holder, within the 60 day period specified in Section 3(aPaying Agent must receive: (i) hereof, of a written notice of its election purchase (a "Repurchase Notice") substantially in the form entitled "Form of Repurchase Notice" on the reverse of the 2004 Senior Convertible Note duly completed, at any time from the opening of business on the date that is 20 Business Days prior to so exercisea Repurchase Date until the close of business on the third Business Day prior to such Repurchase Date. Such notice The Repurchase Notice shall therein specify state: (i1) if certificated, the certificate numbers of the 2004 Senior Convertible Notes which the Holder shall deliver to be purchased; (2) the number portion of Shares the principal amount of the 2004 Senior Convertible Notes which the Holder shall have vested deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and (3) that such 2004 Senior Convertible Notes shall be purchased as of the Termination Date; Repurchase Date pursuant to the terms and conditions specified in the 2004 Senior Convertible Notes and in the Indenture. (ii) delivery or book-entry transfer of such 2004 Senior Convertible Notes to the number of Shares which the Company elects to repurchase; and (iii) a day, which shall not be more than 30 days after the date such notice is deliveredPaying Agent prior to, on or before which Participant shall surrender (if Participant has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to after the Repurchase Option Date (duly endorsed in blank for Transfertogether with all necessary endorsements) at the principal office offices of the Company Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 1.08 only if the 2004 Senior Convertible Notes so delivered or transferred to the Paying Agent shall conform in exchange for a check, payable all respects to Participant or such person as Participant shall request, the description thereof in the amount equal to the related Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereofNotice.

Exercise of Repurchase Option. (a) The Company may exercise the Repurchase Option shall be ----------------------------- exercised by delivering or mailing to the Company by delivery to ParticipantEscrow Holder and the Employee within sixty (60) days after the termination of the employment of the Employee with the Company, within the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exerciseexercise of the Repurchase Option. Such notice shall therein specify (i) the number of Shares which to be purchased. If and to the extent the Repurchase Option is not so exercised by the giving of such a notice within such 60-day period, the Repurchase Option shall have vested as automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his receipt of the Termination Date; Company's notice of the exercise of the Repurchase Option pursuant to subsection (iia) above, the number of Shares which Escrow Holder shall tender to the Company elects to repurchase; and (iii) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Participant shall surrender (if Participant has not already done so) at its principal offices the certificate or certificates representing the Shares which the Company has elected to be purchased pursuant to the Repurchase Option (purchase, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for Transfer) at the principal office transfer of such Shares to the Company. Upon its receipt of such certificate or certificates, the Company in exchange for shall deliver or mail to the Employee a check, payable to Participant or such person as Participant shall request, check in the amount equal of the aggregate Repurchase Price therefor. (c) After the time at which any Shares are required to be delivered to the Repurchase PriceCompany for transfer to the Company pursuant to subsection (b) above, calculated as provided in this Section 3, multiplied by the number Company shall not pay any dividend to the Employee on account of such Shares or permit the Employee to exercise any of the Shares to be purchased. If Participant fails to so surrender such certificate privileges or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be rights of a stockholder with respect to such Shares and Shares, but shall, insofar as permitted by law, treat the Company as the owner of such Shares. (d) The Repurchase Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Employee to the Company or in cash (by check) or both. (e) The Company shall have no rights with respect thereto except only the right to receive payment not purchase any fraction of a Share upon exercise of the Repurchase PriceOption, without interest, upon surrender and any fraction of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in a Share resulting from a computation made pursuant to Section 2 of this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed Agreement shall be rounded to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced nearest whole Share (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereofwith any one-half Share being rounded upward).

Exercise of Repurchase Option. 3.1 The Company may exercise the Repurchase Option shall be ----------------------------- exercised by delivering or mailing to the Company by delivery to ParticipantEmployee (or the Employee’s estate), within 90 days after the 60 day period specified in Section 3(a) hereofTermination Date (the “Exercise Period”), of a written notice of its election to so exerciseexercise of the Repurchase Option. Such notice shall therein specify (i) the number of Unvested Shares which shall have vested as of to be forfeited, at no cost to the Termination Date; (ii) Company, and a date for the number of Shares which the Company elects to repurchase; and (iii) a dayclosing under this Paragraph 3, which date shall not be more than 30 thirty (30) days after the date of such notice is delivered, on or before which Participant shall surrender (if Participant has not already done so) notice. If and to the certificate or certificates representing the Shares to be purchased pursuant to extent the Repurchase Option (duly endorsed is not so exercised by the giving of such a notice prior to the expiration of the Exercise Period, the Repurchase Option shall automatically expire and terminate effective upon the expiration of the Exercise Period. 3.2 Upon the occurrence of the closing, the Employee shall transfer to the Company, at no cost to the Company, the number of Shares specified in blank for Transfer) the Company’s notice, free of all liens, encumbrances and rights of others. The closing shall take place at the principal office of the Company in exchange for a checkCompany, payable to Participant or such person as Participant shall request, on the date specified in the amount equal notice or at such other time as the Company and the Employee shall mutually agree. At the closing, the Company shall deliver on behalf of the Employee the certificate(s) representing the number of Shares the Company has elected to be forfeited, at no cost to the Repurchase PriceCompany, calculated as provided in well as the duly executed stock powers accompanying such certificate(s). 3.3 In the event that the certificates held by the Company shall evidence a greater number of Shares than the number of Shares that are being forfeited under this Section 3, multiplied the Company shall accept delivery of such certificate in exchange for issuance of a new stock certificate to the Employee for such number of shares equal to the Shares that have not been forfeited. 3.4 Upon delivery by the number Company of notice of exercise of the Repurchase Option, the Company shall not be required thereafter to treat the Employee as the owner of such Shares to be purchased. If Participant fails forfeited, to so surrender such certificate or certificates on or before such date, from and after such date accord the Shares which right to vote to the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights Employee with respect thereto except only the right or to receive payment of the Repurchase Pricepay dividends thereon, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c)and shall, in the event any principalso far as permitted by law, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to treat the Company by Participant, as the Repurchase Price for the number owner of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereofShares.

Exercise of Repurchase Option. (a) The Repurchase Option repurchase option hereunder shall only be ----------------------------- exercised upon approval thereof by majority vote of the Board of Directors of the Company, specifying the number of Shares to be repurchased. Upon such approval, the Company shall exercise the repurchase option provided in this Section by delivering or mailing to the Purchaser written notice of exercise specifying the number of Shares to be repurchased by the Company by delivery to Participant, within the 60 day period specified in Section 3(athirty (30) hereof, of a written notice of its election to so exercise. Such notice shall therein specify days after (i) the number of Shares which shall have vested as date of the Termination Date; Board of Directors’ determination that the Purchaser committed Gross Misconduct, in the event of a repurchase of the Shares pursuant to Section 5.1(a) above, or (ii) the number effective date of the termination of Purchaser’s service as a Director of the Company, in the event of a repurchase of the Shares which the Company elects pursuant to repurchase; and Section 5.1(b) above. (iiib) a day, which shall not be more than 30 Within ten (10) days after the date such Purchaser’s receipt of the Company’s notice is deliveredof the exercise of the repurchase option pursuant to subsection (a) above, on the Purchaser (or before which Participant his/her estate, executors, administrators, heirs or personal representatives, as the case may be) shall surrender (if Participant has not already done so) tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to be purchased pursuant to the Repurchase Option (re-purchase, duly endorsed in blank by the Purchaser or with duly endorsed stock powers attached thereto, all in form suitable for Transfer) at the principal office transfer of such shares to the Company. Upon its receipt of such Shares, the Company in exchange for shall deliver or mail to the Purchaser a check, payable to Participant or such person as Participant shall request, check in the amount equal of aggregate re-purchase price therefore. (c) After the time at which any Shares are required to be delivered to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares Company for transfer to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected pursuant to repurchase shall be deemed to be no longer outstandingsubsection (b) above, and Participant the Purchaser shall cease to be the owner or holder of such Shares for all purposes, and the Company shall not pay any dividend to the Purchaser on account of the purchased Shares or permit the Purchaser to exercise any of the privileges or rights of a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereofShares.

Exercise of Repurchase Option. The Repurchase Option shall For a Senior Convertible Note to be ----------------------------- exercised by so purchased at the Company by delivery to Participantoption of the Holder, within the 60 day period specified in Section 3(aPaying Agent must receive: (i) hereof, of a written notice of its election purchase (a "Repurchase Notice") substantially in the form entitled "Form of Repurchase Notice" on the reverse of the Senior Convertible Note duly completed, at any time from the opening of business on the date that is 20 Business Days prior to so exercisea Repurchase Date until the close of business on the third Business Day prior to such Repurchase Date. Such notice The Repurchase Notice shall therein specify state: (i1) if certificated, the certificate numbers of the Senior Convertible Notes which the Holder shall deliver to be purchased; (2) the number portion of Shares the principal amount of the Senior Convertible Notes which the Holder shall have vested deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and (3) that such Senior Convertible Notes shall be purchased as of the Termination Date; Repurchase Date pursuant to the terms and conditions specified in the Senior Convertible Notes and in the Indenture. (ii) delivery or book-entry transfer of such Senior Convertible Notes to the number of Shares which the Company elects to repurchase; and (iii) a day, which shall not be more than 30 days after the date such notice is deliveredPaying Agent prior to, on or before which Participant shall surrender (if Participant has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to after the Repurchase Option Date (duly endorsed in blank for Transfertogether with all necessary endorsements) at the principal office offices of the Company Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 1.08 only if the Senior Convertible Notes so delivered or transferred to the Paying Agent shall conform in exchange for a check, payable all respects to Participant or such person as Participant shall request, the description thereof in the amount equal to the related Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereofNotice.