Common use of Lapsing Repurchase Right Clause in Contracts

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. Except as set forth in Subsections 2.1(b)(i) Subject to the further provisions of this Agreement, 2.1(c) and 2.1(d) hereofif, 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 (3m) anniversary of the Date date hereof (the “Forfeiture Termination Date”), the Executive ceases to be an employee of Referencethe Company as a result of (x) resignation by the Executive for any reason other than Good Reason or (y) a termination of the Executive’s employment by the Company for Cause, then, in such event, the Company (or its designee, as the case may be) shall have the option, but not the obligation, exercisable at any time during the ninety (90) day period commencing with the date of the Executive’s termination or resignation of employment, to purchase from the Participant Executive (or the ParticipantExecutive’s Survivor)successor in interest, andas the case may be) any or all of the shares of Common Stock held by the Executive on the date hereof (the “Executive Shares”) that constitute Restricted Shares as of the date of such termination of employment, in the event manner and upon the terms contained herein. The Company exercises such option, shall only have the Participant (or right to exercise its Lapsing Repurchase Right upon 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 occurrence of the Granted Shares set forth events described in clauses (ix) and or (y) of this Section l(b)(i). (ii) below Notwithstanding any provision herein to the contrary, if, prior to the Forfeiture Termination Date, (A) the “Lapsing Repurchase Right”). The Executive dies, (B) the Executive’s employment with the Company is terminated as a result of the Executive’s Disability, (C) the Executive resigns with Good Reason, (D) the Executive’s employment with the Company is terminated by the Company without Cause, or (E) a Liquidity Event occurs, the Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing terminate concurrent with the date of such termination or resignation of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during consummation of 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, 2006Liquidity Event. (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. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d2.1(c) hereof, in the event that for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of ReferenceAffiliate, 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 clause (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 ReferenceGrant Date, 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 ReferenceGrant Date, 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 month] period elapsed after the Grant Date of Reference that the Participant continues to serve as an employee, director or consultant of the Company or an Affiliate.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b)(i) Subject to the further provisions of this Agreement, 2.1(c) and 2.1(d) hereofif, 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 (3rd) anniversary of the Date date hereof (the “Forfeiture Termination Date”), the Executive ceases to be an employee of Referencethe Company as a result of (x) resignation by the Executive for any reason other than Good Reason or (y) a termination of the Executive’s employment by the Company for Cause, then, in such event, the Company (or its designee, as the case may be) shall have the option, but not the obligation, exercisable at any time during the ninety (90) day period commencing with the date of the Executive’s termination or resignation of employment, to purchase from the Participant Executive (or the ParticipantExecutive’s Survivor)successor in interest, andas the case may be) any or all of the shares of Common Stock held by the Executive on the date hereof (the “Executive Shares”) that constitute Restricted Shares as of the date of such termination of employment, in the event manner and upon the terms contained herein. The Company exercises such option, shall only have the Participant (or right to exercise its Lapsing Repurchase Right upon 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 occurrence of the Granted Shares set forth events described in clauses (ix) and or (y) of this Section l(b)(i). (ii) below Notwithstanding any provision herein to the contrary, if, prior to the Forfeiture Termination Date, (A) the “Lapsing Repurchase Right”). The Executive dies, (B) the Executive’s employment with the Company is terminated as a result of the Executive’s Disability, (C) the Executive resigns with Good Reason, (D) the Executive’s employment with the Company is terminated by the Company without Cause, or (E) a Liquidity Event occurs, the Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing terminate concurrent with the date of such termination or resignation of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during consummation of 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, 2006Liquidity Event. (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. 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 21April 15, 20062008. (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. Except as set forth in Subsections Subsection 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that if for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, 20 , 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 if 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), (ii) and (iiiii) 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 if 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, 200 , 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 Reference200 , 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 year elapsed after the Date of Reference such date that the Participant continues to serve as an employee, director or consultant of the Company or an Affiliate. (iii) Notwithstanding anything to the contrary contained in this Agreement, if the Company or an Affiliate terminates the Participant’s employment or service for “Cause” (as defined in the Plan) or if the Administrator determines, within 90 days after the Participant’s termination, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct that would constitute “cause,” the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunder at the Purchase Price.

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 up to 288,000 (the “Vesting Shares”) 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 21June 23, 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 Vesting 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 Vesting Shares less one-third of the Granted Vesting 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. (iii) For the avoidance of doubt, the 192,000 of the Granted Shares that are not Vesting Shares shall not be subject to repurchase under the Company’s Lapsing Repurchase Right.

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 Executive is no longer an employee, director employee or consultant of the Company or an Affiliate prior to the third anniversary of the Date of ReferenceOctober 6, 2012, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant Executive (or the ParticipantExecutive’s SurvivorEstate), and, in the event the Company exercises such option, the Participant Executive (or the ParticipantExecutive’s SurvivorEstate) 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 sixty (60) days 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)applicable law, then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 thirty (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 ReferenceStart Date, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant Executive hereunder. (ii) If such termination is on or after the first anniversary of the Date of ReferenceStart Date, but prior to the third anniversary of the Date of ReferenceOctober 6, 2012, the Company shall have the option to repurchase all of the Granted Shares less one-third 93,553 of the Granted Shares for each full 12 month period elapsed after the Start Date of Reference that the Participant Executive continues to serve as an employee, director or consultant of the Company or an Affiliate; provided that in the event such termination is on or after September 6, 2012 but prior to October 6, 2012, the Company shall have the option to repurchase 93,553 of the Granted Shares. (iii) Notwithstanding the provisions of subsections (i) and (ii) above, if such termination occurs: (A) prior to October 6, 2009 and the Executive has been terminated by the Company without Cause (as defined in the Offer Letter), then the Lapsing Repurchase Right may be exercised by the Company as to only 2,245,460 of the Granted Shares; (B) on or after October 6, 2009 but prior to October 6, 2010 and the Executive has been terminated by the Company without Cause, then the Lapsing Repurchase Right may be exercised by the Company as to 2,245,460 of the Granted Shares less those number of Granted Shares equal to the calendar days of and from October 6, 2009 through the date of notice of termination without Cause multiplied by 3,076 shares per calendar day [For illustration purposes only, if Executive’s employment is terminated without Cause on January 2, 2001 (the 100th calendar day from October 6, 2010), then the number of Granted Shares to which the lapsing repurchase Right shall remain in effect shall equal 1,937,860 (2,245,460 -307,600)].; and (C) on or after October 6, 2010 and the Executive has been terminated by the Company without Cause, then none of the Granted Shares shall be subject to the Lapsing Repurchase Right.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d2.1(c) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant employee of the Company or an Affiliate prior to the third second 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 serviceemployment. 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 21June 2, 20062008. (i) If such termination Participant’s employment with the Company or an Affiliate is terminated prior to the first anniversary of the Date of Reference, the Company shall have the option to repurchase all two-thirds of the Granted Shares acquired by the Participant hereunder. (ii) If such termination employment is terminated on or after the first anniversary of the Date of Reference, but prior to the third second 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 AffiliateShares.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(bSections 2(b), 2.1(c2(c) and 2.1(d2(d) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or Company, an Affiliate or a Subsidiary prior to the third fourth anniversary of the Date of ReferenceGrant Date, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), successor in interest) and, in the event the Company exercises such option, the Participant (or the Participant’s Survivorsuccessor 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 as 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 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 thirty 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 the Company, an Affiliate or a Subsidiary terminates such termination is prior Participant without “cause” (as defined in the Plan) or the Participant resigns from the Company, an Affiliate or a Subsidiary for “good reason” (as defined in the Plan), the Company shall have the option to repurchase all of the Granted Shares less one-forty-eighth (1/48) of the Granted Shares for each full month elapsed after the Grant Date that the Participant continues to serve as an employee, director or consultant of the Company or an Affiliate or Subsidiary. (ii) Notwithstanding anything to the first anniversary of contrary contained in this Agreement, in the Date of Referenceevent the Company, an Affiliate or a Subsidiary terminates the Participant’s employment or service for “cause” (as defined in the Plan) or the Participant voluntarily resigns from the Company, an Affiliate or a Subsidiary, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunderhereunder at the Purchase Price. (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. Except as set forth in Subsections Subsection 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 first anniversary of the Date of ReferenceGrant Date, 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), (ii) and (iiiii) 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 ReferenceGrant Date, 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 ReferenceGrant Date, 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 Grant Date of Reference that the Participant continues to serve as an employee, director or consultant of the Company or an Affiliate. (iii) If such termination is a result of a Change in Control, as defined in the Participant’s Employment Agreement then in force, the Company shall have the option to repurchase NONE of the Granted Shares acquired by the Participant hereunder.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in In the event that for any reason the Participant is no longer ceases to be an employee, a consultant or director or consultant of the Company or an Affiliate prior to the third fourth anniversary of after the Effective Date of Reference(a ”Termination”), the Company (or its designee) designee shall have the optionoption for a period of six (6) months following, but not the obligationlater of (i) Termination, and (ii) the date of the last exercise of the Option granted hereby, to purchase from the Participant (or the Participant’s SurvivorSurvivors), and, in the event the Company exercises such option, and the Participant (or the Participant’s SurvivorSurvivors) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Exercise 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 Notwithstanding the date of such termination of employment or service. Notwithstanding any other provision hereofforegoing, in the event that the Company is prohibited during such one year six (6) month period from exercising its the Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law 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 thirty (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 Termination is prior to the first anniversary of after the Date of ReferenceGrant the Company shall have the option to repurchase all the Shares acquired by the Participant by exercise of the Option (including any Shares acquired after such Termination pursuant to the provisions hereof); and (ii) If such Termination is on or after the first anniversary after the Date of Grant and prior to the fourth anniversary after the Effective Date, the Company shall have the option to repurchase all the lesser of (1) the Granted number of Shares acquired by the Participant hereunder. by exercise of the Option (ii) If including any Shares acquired after such termination is on of employment, directorship or consultancy pursuant to the provisions hereof) and (2) 75% of the total Option Shares granted hereunder less 1/48 (2.08333%) of the total Option Shares granted hereunder for each full calendar month elapsed after the first anniversary after the Effective Date to the date of such Termination. (iii) Notwithstanding the Date foregoing, in the event of Reference, but a Change of Control (as defined in the Plan) prior to a Termination, the third anniversary Lapsing Repurchase Right of the Date of Reference, the Company shall have terminate immediately prior, but subject, to such Change of Control with respect to the option number of Shares then remaining subject to repurchase all the Lapsing Repurchase Right unless this Option has otherwise expired or been terminated pursuant to its terms or the terms 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 AffiliatePlan.

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 is an employee, director or consultant of the Company or an Affiliate prior to the third second anniversary of the Date of ReferenceGrant Date, 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 $0.0001 (the Purchase “Forfeiture Price”), all or any part of the Granted Shares set forth in clauses (i), (ii) and (iiiii) 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)applicable law, 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 and before , the first anniversary Company shall have the option to repurchase 50% of the Date of Reference, but prior Granted Shares. (iii) Notwithstanding anything to the third anniversary contrary contained in this Agreement, in the event (A) the Company or an Affiliate terminates the Participant’s employment or service for cause (as defined in the Plan, “Cause”), (B) the Participant voluntarily terminates his or her employment or service with the Company or an Affiliate for any reason, (C) the Administrator determines, within 90 days after the Participant’s termination, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct that would constitute Cause, or (D) the Administrator determines at any time prior or subsequent to the Participant’s termination the Participant violated any of the Date provision of Referencethe letter agreement of even date herewith between the Company and the Participant relating to Confidentiality, Assignment of Inventions and Non-Competition, then in each case 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 acquired by the Participant continues to serve as an employee, director or consultant of hereunder at the Forfeiture Price and payment in excess thereof previously made by the Company or an Affiliateshall be promptly returned to the Company by the Participant upon notice of such event.

Lapsing Repurchase Right. Except as set forth in Subsections Subsection 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that if for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, 20 , 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 if 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), (ii) and (iiiii) 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 if 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, 2005, 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 Reference2005, 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 year elapsed after the Date of Reference such date that the Participant continues to serve as an employee, director or consultant of the Company or an Affiliate. (iii) Notwithstanding anything to the contrary contained in this Agreement, if the Company or an Affiliate terminates the Participant’s employment or service for “cause” (as defined in the Plan) or if the Administrator determines, within 90 days after the Participant’s termination, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct that would constitute “cause,” the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunder at the Purchase Price.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c2(b) and 2.1(d2(c) hereof, in the event that for any reason the Participant is no longer an employeeEmployee, director or consultant Consultant of the Company or an Affiliate (the “Termination”) 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 which have not yet vested in accordance with the schedule 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 serviceTermination. 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 The Company’s Lapsing Repurchase Right 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.follows:

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b2(b), 2.1(c2(c) and 2.1(d) hereof2(d), in the event that for any reason the Participant is no longer Officer ceases to be an employee, director or consultant employee of the Company or an Affiliate prior to the third anniversary of the Date of ReferenceGrant Date, the Company (or its designee) designee shall have the option, but not the obligation, to purchase from the Participant Officer (or the Participant’s Survivorhis successor in interest), and, in and the event the Company exercises such option, the Participant Officer (or the Participant’s Survivorhis 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 clauses (i), (ii) and (iiiii) below (the “"Lapsing Repurchase Right”"). The Company’s 's Lapsing Repurchase Right shall be valid for a period of one year six (6) months commencing with the date of such termination of employment or servicetermination. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period six (6) months 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 twenty (20) 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 of employment is prior to the first anniversary of the Date of ReferenceGrant Date, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant Officer hereunder. (ii) If such termination of employment is on or after the first anniversary of the Grant Date and prior to the second anniversary of Referencethe Grant Date, but the Company shall have the option to repurchase 44,444 of the Shares; if such termination of employment is on or after the second anniversary of the Grant Date and prior to the third anniversary of the Date Grant Date, the Company shall have the option to repurchase 22,222 of Referencethe Shares, as provided in this Agreement. (iii) Notwithstanding anything to the contrary contained in this Agreement, except as otherwise provided in Subsection 2(b) below, in the event the Company terminates the Officer's employment for Cause (as defined below) or in the event the Administrator determines, subsequent to the Officer's termination of service but during the ninety (90) days after the termination of service (or if the Officer shall die during such period, during the one year period following such termination of service) that either prior or subsequent to the Officer's termination the Officer engaged in conduct that would constitute Cause, the Company shall have the option to repurchase all of the Granted Shares less one-third of acquired by 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 AffiliateOfficer hereunder.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in In the event that for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third anniversary earlier of the Date of Reference[VESTING PROVISIONS INSERTED HERE], the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivorsuccessor in interest), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivorsuccessor 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 clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Company may exercise the Lapsing Repurchase Right shall be valid for a period of at any time during the one year period 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 granted shares may be exercised purchased shall be extended until 30 days after the Company is first not so prohibited. For Notwithstanding the purposes foregoing, the Company’s Lapsing Repurchase Right shall terminate, and the Participant’s ownership of this Agreement, “Date all Granted Shares then owned by the Participant shall become fully vested immediately prior to the closing of Reference” a Change of Control. Change of Control shall be August 21, 2006. mean (A) a merger or consolidation in which (i) If the Company is a constituent party, or (ii) a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such termination is merger or consolidation, but shall not include any merger or consolidation involving the Company or a subsidiary of the Company in which the holders of capital stock of the Company immediately prior to the first anniversary such merger or consolidation continue to hold immediately following such merger or consolidation at least 51% of the Date capital stock of Reference(a) the surviving or resulting entity or (b) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such merger or consolidation, the parent entity of such surviving or resulting entity; or (B) the sale, in a single transaction or series of related transactions (i) by the Company shall have the option to repurchase of all or substantially all of the Granted Shares acquired by assets of the Participant hereunder. Company (except where such sale is to a wholly owned subsidiary of the Company) or (ii) If such termination is on or after by 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 stockholders of the Company or an Affiliateof at least 51% of the then-outstanding capital stock of the Company.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b2(b), 2.1(c2(c) and 2.1(d) hereof2(d), in the event that for any reason reason, whether with or without notice and whether or not the Participant is no longer Company or the Affiliate of the Company has acted lawfully in terminating the employment, the Officer ceases to be an employee, director or consultant employee of the Company or an Affiliate of the Company prior to the third anniversary of the Date of ReferenceGrant Date, the Company (or its designee) designee shall have the option, but not the obligation, to purchase from the Participant Officer (or the Participant’s Survivorher successor in interest), and, in and the event the Company exercises such option, the Participant Officer (or the Participant’s Survivorher 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 clauses (i), (ii) and (iiiii) below (the “"Lapsing Repurchase Right”"). The Company’s 's Lapsing Repurchase Right shall be valid for a period of one year six (6) months commencing with the date of such termination of employment or servicetermination. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period six (6) months 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 twenty (20) 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 of employment is prior to the first anniversary of the Date of ReferenceGrant Date, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant Officer hereunder. (ii) If such termination of employment is on or after the first anniversary of the Grant Date and prior to the second anniversary of Referencethe Grant Date, but the Company shall have the option to repurchase 6,667 of the Shares; if such termination of employment is on or after the second anniversary of the Grant Date and prior to the third anniversary of the Date Grant Date, the Company shall have the option to repurchase 3,334 of Referencethe Shares, as provided in this Agreement. (iii) Notwithstanding anything to the contrary contained in this Agreement, except as otherwise provided in Subsection 2(b) below, in the event the Company or the Affiliate of the Company terminates the Officer's employment for Cause (as defined below) or in the event the Company determines, subsequent to the Officer's termination of service but during the ninety (90) days after the termination of service (or if the Officer shall die during such period, during the one year period following such termination of service) that either prior or subsequent to the Officer's termination the Officer engaged in conduct that would constitute Cause, the Company shall have the option to repurchase all of the Granted Shares less one-third of acquired by 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 AffiliateOfficer hereunder.

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 21February 4, 20062009. (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. 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[ ], 200620[ ](1). (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. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(dSubsection 3(b) hereof, in the event that and subject to subsections (i), (ii), (iii), (iv), and (v) below, if for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate affiliate prior to the third fifth anniversary of the Date of ReferenceGrant Date, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor's survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor'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 as set forth in clauses (i), (ii) and (iiiii) below (the “"Lapsing Repurchase Right”"). The Company’s '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)applicable law, 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 Notwithstanding the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.foregoing, (i) If such termination is prior to the first anniversary of the Date of ReferenceGrant Date, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunder.Shares; (ii) If such termination is on or after the first anniversary of the Grant Date and before the earlier of Reference, but prior to the Acceleration Date or the third anniversary of the Date of ReferenceGrant Date, the Company shall have the option to repurchase all 50,000 of the Granted Shares less one-Shares; (iii) If such termination is on or after the first anniversary of the Grant Date and after the Acceleration Date, but before the third anniversary of the Grant Date, the Company shall have the option to repurchase 25,000 of the Granted Shares for each full 12 month period elapsed Shares; (iv) If such termination is on or after the Date of Reference that the Participant continues to serve as an employee, director or consultant third anniversary of the Grant Date, but before the earlier of the Acceleration Date or the fifth anniversary of the Grant Date, the Company shall have the option to repurchase 25,000 of the Granted Shares; (v) If such termination is on or an Affiliate.after the third anniversary of the Grant Date and after the earlier of the Acceleration Date, or the fifth anniversary of the Grant Date, the Company shall have no right to purchase any of the Granted Shares;

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that if for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, 20 , 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 if 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), (ii) and (iiiii) 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 if 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, 20 , 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 Reference20 , 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 year elapsed after the Date of Reference such date that the Participant continues to serve as an employee, director or consultant of the Company or an Affiliate. (iii) Notwithstanding anything to the contrary contained in this Agreement, if the Company or an Affiliate terminates the Participant’s employment or service for “cause” (as defined in the Plan) or if the Administrator determines, within 90 days after the Participant’s termination, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct that would constitute “cause,” the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunder at the Purchase Price.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d2.1(c) hereof, in the event that for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third fifth (5) anniversary of the Date of ReferenceGrant Date, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s 's Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s '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), (ii) and (iiiii) below (the “"Lapsing Repurchase Right”"). The Company’s '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)applicable law, 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 ReferenceGrant Date, 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 ReferenceGrant Date, the Company shall have the option to repurchase all of the Granted Shares less one-third 20% of the Granted Shares for each full 12 12-month period elapsed after the Grant Date of Reference that the Participant continues to serve as an employee, director or consultant of the Company or an Affiliate. (iii) Notwithstanding anything to the contrary contained in this Agreement, in the event the Company or an Affiliate terminates the Participant's employment or service for Cause (as defined in the Plan) or in the event the Administrator determines, within 90 days after the Participant's termination, that either prior or subsequent to the Participant's termination the Participant engaged in conduct that would constitute Cause, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunder at the Purchase Price.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b2(b), 2.1(c2(c) and 2.1(d2(d) hereof, in the event that for any reason the Participant is no longer is an employee, director or consultant of the Company or Company, an Affiliate or a Subsidiary prior to the third tenth anniversary of the Date of ReferenceGrant Date, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivorsuccessor in interest), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivorsuccessor 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 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 the Company, an Affiliate or a Subsidiary terminates such termination is prior Participant without “cause” (as defined in the Plan), the Company shall have the option to repurchase all of the Granted Shares less one-one hundred twentieth (1/120) of the Granted Shares for each full month elapsed after the Grant Date that the Participant continues to serve as an employee, director or consultant of the Company or an Affiliate or Subsidiary. (ii) Notwithstanding anything to the first anniversary of contrary contained in this Agreement, in the Date of Referenceevent the Company, an Affiliate or a Subsidiary terminates the Participant’s employment or service for “cause” (as defined in the Plan) or the Participant voluntarily resigns from the Company, an Affiliate or a Subsidiary, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunderhereunder at the Purchase Price. (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. Except as set forth in Subsections 2.1(b2(b), 2.1(c2(c) and 2.1(d) hereof2(d), in the event that for any reason the Participant is no longer Officer ceases to be an employee, director or consultant employee of the Company or an Affiliate prior to the third anniversary of the Date of ReferenceGrant Date, the Company (or its designee) designee shall have the option, but not the obligation, to purchase from the Participant Officer (or the Participant’s Survivorhis successor in interest), and, in and the event the Company exercises such option, the Participant Officer (or the Participant’s Survivorhis 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 clauses (i), (ii) and (iiiii) below (the “"Lapsing Repurchase Right”"). The Company’s 's Lapsing Repurchase Right shall be valid for a period of one year six (6) months commencing with the date of such termination of employment or servicetermination. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period six (6) months 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 twenty (20) 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 of employment is prior to the first anniversary of the Date of ReferenceGrant Date, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant Officer hereunder. (ii) If such termination of employment is on or after the first anniversary of the Grant Date and prior to the second anniversary of Referencethe Grant Date, but the Company shall have the option to repurchase 33,333 of the Shares; if such termination of employment is on or after the second anniversary of the Grant Date and prior to the third anniversary of the Date Grant Date, the Company shall have the option to repurchase 16,666 of Referencethe Shares, as provided in this Agreement. (iii) Notwithstanding anything to the contrary contained in this Agreement, except as otherwise provided in Subsection 2(b) below, in the event the Company terminates the Officer's employment for Cause (as defined below) or in the event the Administrator determines, subsequent to the Officer's termination of service but during the ninety (90) days after the termination of service (or if the Officer shall die during such period, during the one year period following such termination of service) that either prior or subsequent to the Officer's termination the Officer engaged in conduct that would constitute Cause, the Company shall have the option to repurchase all of the Granted Shares less one-third of acquired by 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 AffiliateOfficer hereunder.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d2.1(c) hereof, in the event that for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third fourth (4) anniversary of the Grant 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 SurvivorTermination”), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell shall, on the date of Termination, immediately forfeit 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 lapsed in accordance with the schedule set forth in clauses (i), (ii) and (iiiii) 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 the Participant’s Termination is prior to the first anniversary of the Date of ReferenceGrant Date, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunderhereunder shall be forfeited to the Company. (ii) If such termination the Participant’s Termination is on or after the first anniversary of the Date of ReferenceGrant Date, 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 25% of the Granted Shares for each full 12 month 365-day period elapsed after the Grant Date of Reference that the Participant continues to serve as an employee, director or consultant of the Company or an AffiliateAffiliate shall be forfeited to the Company. (iii) Notwithstanding anything to the contrary contained in this Agreement, in the event the Company or an Affiliate terminates the Participant’s employment or service for Cause (as defined in the Plan) or in the event the Administrator determines, within 90 days after the Participant’s Termination, that either prior or subsequent to the Participant’s Termination the Participant engaged in conduct that would constitute Cause, all of the Granted Shares then held by the Participant shall be forfeited to the Company immediately as of the time the Participant is notified that he or she has been terminated for Cause or that he or she engaged in conduct which would constitute Cause.

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 date which is four years from the Date of Referencedate hereof, 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 ReferenceGrant Date, 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 ReferenceGrant Date, 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 month] period elapsed after the Grant Date of Reference that the Participant continues to serve as an employee, director or consultant of the Company or an Affiliate.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in In the event that for any reason the Participant is no longer Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate prior to the third fourth anniversary of after the Employment Date of Reference(a ”Termination”), the Company (or its designee) designee shall have the optionoption for a period of six (6) months following, but not the obligationlater of (i) Termination, and (ii) the date of the last exercise of the Option granted hereby, to purchase from the Participant Employee (or the ParticipantEmployee’s SurvivorSurvivors), and, in and the event the Company exercises such option, the Participant Employee (or the ParticipantEmployee’s SurvivorSurvivors) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Exercise 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 Notwithstanding the date of such termination of employment or service. Notwithstanding any other provision hereofforegoing, in the event that the Company is prohibited during such one year six (6) month period from exercising its the Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law 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 thirty (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 Termination is prior to the first anniversary of after the Date of ReferenceEmployment Date, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunder.Employee by exercise of the Option (including any Shares acquired after such Termination pursuant to the provisions hereof); and (ii) If such termination Termination is on or after the first anniversary of after the Employment Date of Reference, but and prior to the third fourth anniversary of after the Date of ReferenceEmployment Date, the Company shall have the option to repurchase all the lesser of (1) the number of Shares acquired by the Employee by exercise of the Granted Option (including any Shares less one-third acquired after such termination of employment pursuant to the provisions hereof) and (2) 75% of the Granted total Option Shares granted hereunder less 1/48 (2.08333%) of the total Option Shares granted hereunder for each full 12 calendar month period elapsed after the first anniversary date after the Employment Date to the date of Reference that such Termination. (iii) Notwithstanding the Participant continues foregoing, in the event of a Change of Control (as defined in the Plan) prior to serve as an employeea Termination, director or consultant the Lapsing Repurchase Right of the Company shall terminate immediately prior, but subject, to such Change of Control with respect to the number of Shares then remaining subject to the Lapsing Repurchase Right unless this Option has otherwise expired or an Affiliatebeen terminated pursuant to its terms or the terms of the Plan.

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. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(dSubsection 3(b) hereof, in the event that and subject to subsections (i) and (ii) below, if for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate affiliate prior to the third anniversary of the Date of ReferenceMay 6, 2010, 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 as 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 if 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)applicable law, then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until the later of (a) the end of such one-year period or (b) 30 days after the Company is first not so prohibited. For Notwithstanding the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.foregoing, (i) If such termination is prior the Company’s Lapsing Repurchase Right shall lapse with respect to the first anniversary of the Date of Reference, the Company shall have the option to repurchase all 5,000 of the Granted Shares acquired by the Participant hereunder. (ii) If such termination is on or after the first anniversary of the Date of ReferenceMay 6, but prior to the third anniversary of the Date of Reference2008, 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 if the Participant continues to serve as an employee, director or consultant of the Company on that date; and (ii) the Company’s Lapsing Repurchase Right shall lapse with respect to 15,000 of the Granted Shares on May 6, 2010, if the Participant continues to serve as an employee, director or an Affiliateconsultant of the Company on that date.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d2.1(c) hereof, in the event that for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third fifth (5) anniversary of the Grant 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 SurvivorTermination”), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell shall, on the date of Termination, immediately forfeit 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 lapsed in accordance with the schedule set forth in clauses (i), (ii) and (iiiii) 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 the Participant’s Termination is prior to the first anniversary of the Date of ReferenceGrant Date, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunderhereunder shall be forfeited to the Company. (ii) If such termination the Participant’s Termination is on or after the first anniversary of the Date of ReferenceGrant Date, 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 20% of the Granted Shares for each full 12 12-month period elapsed after the Grant Date of Reference that the Participant continues to serve as an employee, director or consultant of the Company or an AffiliateAffiliate shall be forfeited to the Company. (iii) Notwithstanding anything to the contrary contained in this Agreement, in the event the Company or an Affiliate terminates the Participant’s employment or service for Cause (as defined in the Plan) or in the event the Administrator determines, within 90 days after the Participant’s Termination, that either prior or subsequent to the Participant’s Termination the Participant engaged in conduct that would constitute Cause, all of the Granted Shares then held by the Participant shall be forfeited to the Company immediately as of the time the Participant is notified that he or she has been terminated for Cause or that he or she engaged in conduct which would constitute Cause.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in In the event that for any reason the Participant is no longer Optionee ceases to be an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference(a ”Termination”), the Company (or its designee) designee shall have the option, but not the obligation, option following such Termination to purchase from the Participant Optionee (or the ParticipantOptionee’s SurvivorSurvivors), and, in and the event the Company exercises such option, the Participant Optionee (or the ParticipantOptionee’s SurvivorSurvivors) 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 Unvested Shares as more fully set forth in clauses (i) and (ii) below herein (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with Notwithstanding the date of such termination of employment or service. Notwithstanding any other provision hereofforegoing, in the event that the Company is prohibited during such one year period from exercising its the Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law 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 thirty (30) days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” The Lapsing Repurchase Right shall be August 21, 2006. (i) If such termination is prior initially apply to the first anniversary of the Date of Reference, the Company shall have the option to repurchase all of the Granted Unvested Shares acquired and shall expire in a manner consistent with the vesting schedule set forth in Section 4 of the Option Agreement, such that the number of Unvested Shares subject to the Lapsing Repurchase Right will be reduced on each date, and by the Participant hereunder. same number of Shares (ii) If as adjusted for stock splits), as would have vested under the vesting schedule set forth in Section 4 the Option Agreement. The per share repurchase price for the Unvested Shares shall be equal to the Fair Market Value of each such termination is on or after Share determined in accordance with the first anniversary Plan as of the Date date of Referencetermination of employment, but prior except that the per share repurchase price for any Shares that are subject to the third anniversary Lapsing Repurchase Right shall be equal to the exercise price 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 Affiliatesuch Share.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in In the event that for any reason the Participant is no longer Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate prior to the third fourth anniversary of after the Date of ReferenceGrant listed in Exhibit C (a ”Termination”), the Company (or its designee) designee shall have the optionoption for a period of six (6) months following, but not the obligationlater of (i) Termination, and (ii) the date of the last exercise of the Option granted hereby, to purchase from the Participant Employee (or the ParticipantEmployee’s SurvivorSurvivors), and, in and the event the Company exercises such option, the Participant Employee (or the ParticipantEmployee’s SurvivorSurvivors) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Exercise 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 Notwithstanding the date of such termination of employment or service. Notwithstanding any other provision hereofforegoing, in the event that the Company is prohibited during such one year six (6) month period from exercising its the Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law 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 thirty (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 Termination is prior to the first anniversary of after the Date of ReferenceGrant, the Company shall have the option to repurchase all of the Granted Shares acquired by the Participant hereunder.Employee by exercise of the Option (including any Shares acquired after such Termination pursuant to the provisions hereof); and (ii) If such termination Termination is on or after the first anniversary of after the Date of Reference, but Grant and prior to the third fourth anniversary of after the Date of ReferenceGrant, the Company shall have the option to repurchase all the lesser of (1) the number of Shares acquired by the Employee by exercise of the Granted Option (including any Shares less one-third acquired after such termination of employment pursuant to the provisions hereof) and (2) 75% of the Granted total Option Shares granted hereunder less 1/48 (2.08333%) of the total Option Shares granted hereunder for each full 12 calendar month period elapsed after the first anniversary date after the Date of Reference that Grant to the Participant continues date of such Termination. (iii) Notwithstanding the foregoing, in the event of a Change of Control (as defined in the Plan) prior to serve as an employeea Termination, director or consultant the Lapsing Repurchase Right of the Company shall terminate immediately prior, but subject, to such Change of Control with respect to the number of Shares then remaining subject to the Lapsing Repurchase Right unless this Option has otherwise expired or an Affiliatebeen terminated pursuant to its terms or the terms of the Plan.