Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.
(i) If such termination is prior to the first anniversary of the Date of Reference, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunder.
(ii) If such termination is on or after the first anniversary of the Date of Reference, but prior to the third anniversary of the Date of Reference, the Company shall have the option to repurchase all of the Granted Shares less one-third of the Granted Shares for each full 12 month period elapsed after the Date of Reference that the Participant continues to serve as an employee, director or consultant of the Company or an Affiliate.
Lapsing Repurchase Right. Subject to the terms set forth in 2.1(b), in the event that for any reason the Participant is no longer a director of the Company or an Affiliate prior to the occurrence of a Triggering Event, as defined immediately below, (the “Termination”), the participant (or the participant’s Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which are then unvested (the “Lapsing Repurchase Right”).
(1) The restricted stock grants referenced above shall vest in full upon the occurrence of a “Triggering Event”, which, for purposes hereof shall be defined as: (i) a Qualified Transaction, (ii) a private or public financing in which the Company receives gross proceeds of at least $7,500,000 in one or more transactions; or (iii) a Change of Control.
Lapsing Repurchase Right. Except as set forth in Subsection 1(b) hereof, in the event that for any reason the Participant no longer is an employee, director or consultant of the Company or an Affiliate, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant's Survivor), and, in the event the Company exercises such option, the Participant (or the Participant's Survivor) shall be obligated to sell to the Company (or its designee), at a price per Share equal to the Purchase Price, all or any part of the Unvested Shares determined as of the date of such termination of service (the "Lapsing Repurchase Right"). The Lapsing Repurchase Right with respect to the Unvested Shares shall terminate as to such Unvested Shares in accordance with the vesting schedule set forth in Section 3 of the Option Agreement. The Company's Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited.
Lapsing Repurchase Right. If Purchaser ceases to serve as an employee of the Company for any reason, including death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code")), then the Company shall have the right, in its sole discretion, to repurchase (referred to herein as the "Lapsing Repurchase Right") from Purchaser or Purchaser's personal representative, as the case may be, at a price of $0.85 per Share all or any portion of the Shares that have not yet vested pursuant to Section 6.1(c) below. The Company may exercise the Lapsing Repurchase Right at any time within 180 days after the last day of Purchaser's employment by the Company.
Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b) and 2.1(c) hereof, in the event that for any reason the Participant is no longer an Employee, director or Consultant of the Company or an Affiliate (the “Termination”) prior to [ ], the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares which have not yet vested in accordance with the schedule set forth below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such Termination. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. The Company’s Lapsing Repurchase Right is as follows:
Lapsing Repurchase Right. In the event that for any reason the Participant no longer is an employee, director or consultant of the Company or an Affiliate prior to <Date>, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s successor in interest), and, in the event the Company exercises such option, the Participant (or the Participant’s successor in interest) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clause (i) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. The Company’s Lapsing Repurchase Right is as follows:
(i) If such termination is prior to <Date>, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunder.
Lapsing Repurchase Right. In the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Grant Date (the “Termination”), the Participant (or the Participant’s Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right is as follows:
(i) If the Participant’s Termination is prior to the first anniversary of the Grant Date, all of the Granted Shares shall be forfeited to the Company.
(ii) If the Participant’s Termination is on or after the first anniversary of the Grant Date but prior to the second anniversary of the Grant Date, 67% of the Granted Shares shall be forfeited to the Company
(iii) If the Participant’s Termination is on or after the second anniversary of the Grant Date but prior to the third anniversary of the Grant Date, 34% of the Granted Shares shall be forfeited to the Company.
Lapsing Repurchase Right. In the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate prior to (the “Termination”), the Participant (or the Participant’s Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right is as follows:
(i) If the Participant’s Termination is prior to [the first anniversary of the Grant Date], all of the Granted Shares shall be forfeited to the Company.
(ii) If the Participant’s Termination is on or after [the first anniversary of the Grant Date] but prior to , % of the Granted Shares shall be forfeited to the Company.
Lapsing Repurchase Right. In the event your employment with the Company is terminated prior to four years from the date hereof, (a) either voluntarily by you (except because of a material breach of the Company's obligations under the employment agreement between you and the Company of even date) or (b) by the Company for "cause" as defined in the employment agreement of even date between you and the Company, for a period of ninety (90) days following such termination, the Company shall have the option to purchase from you and you shall be obligated to sell to the Company, at a price of $.001 per Share, all or any part of the number of Shares set forth below: Period Number of Shares ------ ---------------- Prior to February 19, 1993 860,000 February 19, 1993 - February 18, 1994 645,000 February 19, 1994 - February 18, 1995 430,000 February 19, 1995 - February 18, 1996 215,000 After February 18, 1996 0 In the event your employment with the Company is terminated prior to four years from the date hereof by you because of a material breach of the Company's obligations under the employment agreement between you and the Company of even date, the Repurchase Option (as defined below in this Section 3) shall lapse as of the date of such termination, and the Company's rights under this Section 3 shall thereupon terminate. In the event of your death or in the event of the termination of your employment either by the Company without cause or by reason of your disability prior to the dates set forth below, the Company shall have the option to purchase from you, and you shall be obligated to sell to the Company, at a price of $.001 per Share, all or any part of the number of Shares set forth below: Period Number of Shares ------ ---------------- Prior to February 19, 1993 430,000 February 19, 1993 - February 18, 1994 322,500 February 19, 1994 - February 18, 1995 215,000 February 19, 1995 - February 18, 1996 107,500 After February 18, 1996 0
Lapsing Repurchase Right. The Company shall have the right to repurchase the Granted Shares at the Purchase Price until such time as Participant executes and delivers to the Company the Reaffirmation Agreement as provided in that certain Confidential Separation, Transition and Release Agreement of even date herewith.
