Lapse of Repurchase Option. (1) Subject to Sections III (2), (3) and (4), the Repurchase Option shall lapse in accordance with the following schedule with respect to the Shares which have not previously been forfeited by you, provided you are actively employed by the Company on the respective dates: Number of Shares to Which Repurchase Option ------------------------------------------- Date Shall Lapse ---- ----------- May 16, 2004 20,000 May 16, 2005 20,000 May 16, 2006 45,000
(2) Upon termination of your employment due to your permanent and total disability (with such permanent and total disability being certified by the Social Security Administration prior to such termination) or your death, then the Repurchase Option shall lapse immediately with respect to all the Shares awarded under this Agreement. For purposes of this Agreement, "termination of your employment" shall mean the last date you are either an employee of the Company or an Affiliate or engaged as a consultant or director to the Company or an Affiliate.
Lapse of Repurchase Option. The Shares shall be released from the Company's Repurchase Option as follows: All of the Shares shall be subject to the Repurchase Option as of the Effective Date. Thirty-seven thousand (37,000) of the Shares shall be released from the Repurchase Option on the one-year anniversary of the Effective Date and thirty-seven thousand (37,000) of the Shares shall be released from the Repurchase Option on each of the dates that are 15-, 18- and 21-months following the Effective Date. On the two-year anniversary of the Effective Date, all of the Shares shall be released from the Repurchase Option. Any of the Shares which, from time to time, have not yet been released from the Repurchase Option are referred to herein as "Unreleased Shares."
Lapse of Repurchase Option. Notwithstanding any other provision of this Section 2, certain of the Shares shall cease to be subject to the Repurchase Option as follows:
(a) On the first anniversary of this Agreement, one-third (1/3) of the Shares, or 33,333 shares, shall cease to be subject to the Repurchase Option; and
(b) On the first day of each month following the first anniversary, one thirty-sixth (1/36) of the original number of Shares, or 2,778 shares, shall cease to be subject to the Repurchase Option (except that on the day of the third anniversary 2,773 shares shall cease to be subject to the Repurchase Option); such that on the third anniversary of this Agreement, all of the Shares shall be free of the Repurchase Option provided in this Section 2, except those Shares as to which the Repurchase Option has been exercised by the Company prior to such third anniversary. Those shares which cease to be subject to the Repurchase Option are referred to herein as the "Vested Shares."
Lapse of Repurchase Option. (1) Subject to Sections III (2), (3) and (4), the Repurchase Option shall lapse in accordance with the following schedule with respect to the Shares which have not previously been forfeited by you, provided you are actively employed by the Company on the respective dates: January 14, 2004 5,000 January 14, 2005 7,500 January 14, 2006 7,500 January 14, 2007 7,500
(2) Upon termination of your employment due to your permanent and total disability (with such permanent and total disability being certified by the Social Security Administration prior to such termination) or your death, then the Repurchase Option shall lapse immediately with respect to all the Shares awarded under this Agreement. For purposes of this Agreement, “termination of your employment” shall mean the last date you are either an employee of the Company or an Affiliate or engaged as a consultant or director to the Company or an Affiliate.
(3) In addition, the lapsing of the Repurchase Option pursuant to Section III(1) may be suspended during a leave of absence as provided from time to time according to Company policies and practices.
(4) Notwithstanding anything to the contrary contained herein, the Committee may, as it deems appropriate, in its sole discretion, accelerate the date on which the Repurchase Option shall lapse with respect to any of the Shares which have not been previously forfeited by you.
(5) Your Shares are not assignable or transferable, except by will or the laws of descent and distribution. Notwithstanding the foregoing, all or a portion of the Shares subject to the Repurchase Option may be transferred to an Alternate Payee (as defined in the Plan) if required by the terms of a QDRO (as defined in the Plan), as further described in the Plan; provided, that such Alternate Payee is subject to the same terms and conditions as set forth in this Agreement
Lapse of Repurchase Option. (1) Subject to Sections III (2) and (3), the Repurchase Option shall lapse in accordance with the following schedule with respect to the Shares which have not previously been forfeited by you, provided you are actively employed by the Company or an Affiliate on the respective dates:
(2) In addition, the lapsing of the Repurchase Option pursuant to Section III(1) may be suspended during a leave of absence as provided from time to time according to Company policies and practices.
(3) Notwithstanding anything to the contrary contained herein, the Company may, as it deems appropriate, in its sole discretion, accelerate the date on which the Repurchase Option shall lapse with respect to any of the Shares that have not been previously forfeited by you.
(4) Your Shares are not assignable or transferable, except by will or the laws of descent and distribution. Notwithstanding the foregoing, all or a portion of the Shares subject to the Repurchase Option may be transferred to an Alternate Payee (as defined in the Plan) if required by the terms of a QDRO (as defined in the Plan), as further described in the Plan; provided, that such Alternate Payee is subject to the same terms and conditions as set forth in this Agreement
Lapse of Repurchase Option. The Repurchase Option shall lapse with respect to the Shares subject to this Option in accordance with the vesting schedule (including any accelerated vesting) set forth in Section 4. In addition, the Repurchase Option shall lapse and all of the remaining Restricted Shares shall become vested at such time and in such events as Section 12 of the Plan provides for vesting of Stock Purchase Rights.
Lapse of Repurchase Option. All Unvested Shares held by the Purchaser shall be released from the Company's Repurchase Option and cease to be Unvested Shares according to the Vesting Schedule set out in the Notice of Grant.
Lapse of Repurchase Option. Upon the exercise by the Company of the Repurchase Option, or upon the failure of the Company to exercise the Repurchase Option, the Escrow Holder shall deliver the Certificate(s) for the applicable Shares free of escrow to the Company (and/or its designees) and/or to the Shareholder, as appropriate. Otherwise, the Escrow Holder shall deliver the Certificate(s) to the Shareholder free of escrow after termination of the Repurchase Option. Also, upon written request by the Shareholder, the Escrow Holder shall deliver Certificate(s) representing those Shares no longer repurchasable pursuant to the Repurchase Option free of escrow to Shareholder. Any of the Shares so delivered free of escrow shall remain subject to all other restrictions against transfer of the Shares as set forth in this Agreement, including, without limitation, those contained in the Right of First Refusal.
Lapse of Repurchase Option. The Company's repurchase option with respect to the ZapMe! Corporation Restricted Stock Purchase Agreement, dated September 13, 1999 (the "Restricted Stock Agreement"), or any new restricted shares that may have been granted shall lapse in full.
Lapse of Repurchase Option. Notwithstanding any other provision of this Section 2, certain of the Note Shares shall cease to be subject to the Repurchase Option as follows:
(a) On the first day of each month following the date of this Agreement, 8,333 First Note Shares shall cease to be subject to the Repurchase Option (except that on the first day of the thirty-sixth month following the date of this Agreement, 8,345 First Note Shares shall cease to be subject to the Repurchase Option); such that after the first day of the thirty-sixth month following the date of this Agreement, all of the First Note Shares shall be free of the Repurchase Option provided in this Section 2, except those First Note Shares as to which the Repurchase Option has been exercised by the Company prior to such date. Those First Note Shares which cease to be subject to the Repurchase Option are referred to herein as the "First Note Vested Shares."
(b) In addition, on the first day of each month following the date of this Agreement, 9,722 Second Note Shares shall cease to be subject to the Repurchase Option (except that on the first day of the thirty-sixth month following the date of this Agreement, 9,730 Second Note Shares shall cease to be subject to the Repurchase Option); such that after the first day of the thirty-sixth month following the date of this Agreement, all of the Second Note Shares shall be free of the Repurchase Option provided in this Section 2, except those Second Note Shares as to which the Repurchase Option has been exercised by the Company prior to such date. Those Second Note Shares which cease to be subject to the Repurchase Option are referred to herein as the "Second Note Vested Shares." the First Note Vested Shares and the Second Note Vested Shares are together referred to herein as the "Vested Shares."