Common use of Good Leaver Clause in Contracts

Good Leaver. If the Executive is a Good Leaver, then at any time on or after the Executive’s Termination Date, the Company or the Xxxx Investors, as applicable, may purchase all or any portion of the Incentive Securities which are Vested Securities at Fair Market Value and, subject to the proviso below in this Section 9(b)(i), the entire portion of the Incentive Securities which are Unvested Securities at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv), provided that, the Executive (or any of his Permitted Transferees, if applicable) shall be permitted for a period of 12 months from the Executive’s Termination Date (the “Post Termination Period”) to retain any of the Unvested Performance Vesting Incentive Securities (the “Unvested Post-Termination Securities”). If during the Post Termination Period, the Performance Threshold is achieved in connection with a Change in Control or Public Offering, the Unvested Post-Termination Securities shall become Vested Securities (and shall, for the avoidance of doubt, be treated as Vested Securities for all purposes of this Agreement). If, however, the Performance Threshold is not achieved during the Post Termination Period, after the expiration of such period, the Unvested Post-Termination Securities shall no longer be capable of vesting and may be purchased at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv).

Good Leaver. If the Executive is a Good Leaver, then at any time on or after the Executive’s Termination Date, the Company or the Xxxx Investors, as applicable, may purchase all or any portion of the Incentive Securities which are Vested Securities at Fair Market Value and, subject to the proviso below in this Section 9(b)(i), the entire portion of the Incentive Securities which are Unvested Securities at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv9(b)(iv), provided that, the Executive (or any of his Permitted Transferees, if applicable) shall be permitted for a period of 12 months from the Executive’s Termination Date (the “Post Termination Period”) to retain any of the Unvested Performance Vesting Incentive Securities (the “Unvested Post-Termination Securities”). If during the Post Termination Period, the Performance Threshold is achieved in connection with a Change in Control or Public Offering, the Unvested Post-Termination Securities shall become Vested Securities (and shall, for the avoidance of doubt, be treated as Vested Securities for all purposes of this Agreement). If, however, the Performance Threshold is not achieved during the Post Termination Period, after the expiration of such period, the Unvested Post-Termination Securities shall no longer be capable of vesting and may be purchased at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv9(b)(iv).