Common use of Payments; Repurchase of Stock Clause in Contracts

Payments; Repurchase of Stock. (1) In the event that the ----------------------------- Executive's employment terminates for any reason, the Company shall pay to the Executive all amounts accrued but unpaid hereunder through the date of termination in respect of Salary or unreimbursed expenses. In the event the Executive's employment is terminated by the Company without Cause, in addition to the amounts specified in the foregoing sentence, the Executive shall (A) continue to receive the Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination periodically, in accordance with the Company's prevailing payroll practices, (B) remain eligible to participate in benefits offered in accordance with Section 3(c) hereof, in each of sub-clauses (A) and (B) for a period of (i) twelve months following the date of such termination, or (ii) the number of months remaining in the Employment Term immediately prior to such termination, whichever is longer (the "Severance Term") and (C) be entitled to receive placement services from an outplacement assistance agency selected in good faith by the Company for a period of up to six months following the date of such termination, at the expense of the Company up to a maximum limit of $25,000. Amounts owed by the Company in respect of the Salary or reimbursement for expenses under the provisions of Section 5 hereof shall, except as otherwise set forth in this Section 6(e), be paid promptly upon any termination. (2) Upon termination of the Executive's employment by the Company for Cause, or if the Executive resigns: (A) with respect to any shares of Common Stock purchased by the Executive pursuant to the right of first refusal described in Section 3(d)(2), Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares then owned by him at a price equal to the lower of (i) the Executive's initial cost for such shares, or (ii) the "Fair Value" of such shares (as hereinafter defined); and (B) with respect to any shares of Preferred Stock then owned by the Executive, whether such shares were acquired pursuant to the right of first refusal described in Section 3(d)(2) or otherwise, Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares at a price equal to the Executive's initial cost for such shares. (3) In the event of a termination of Executive's employment by the Company without Cause, or by reason of his death or Disability, Holdings shall have the right and obligation to purchase from the Executive all shares of Common Stock acquired by him pursuant to the right of first refusal described in Section 3(d)(2), at a price equal to the Fair Value of such shares (as hereinafter defined). In such event, Holdings shall also have the right and obligation to purchase all shares of Preferred Stock then owned by the Executive (or his estate), whether acquired pursuant to the right of first refusal described in Section 3(d)(2) or otherwise, at a price equal to the Executive's initial cost for such shares plus all accrued and unpaid dividends. (4) With respect to the repurchase rights described in paragraphs (e)(2) and (e)(3) of this Section 6, Holdings, at its option, may pay the purchase price for such shares (A) in cash, or (B) with a promissory note bearing a market rate of interest and with a maximum term of five years. (5) For purposes of this Agreement, "Fair Value" means the fair market value of the shares being purchased, as determined in good faith in writing by a majority of the directors of the Holdings Board.

Payments; Repurchase of Stock. (1) In the event that the ----------------------------- ExecutiveEmployee's employment terminates for any reason, the Company shall pay to the Executive Employee all amounts accrued but unpaid hereunder through the date of termination in respect of Salary or unreimbursed and reimbursable expenses. In the event the ExecutiveEmployee's employment is terminated by the Company without Causecause, in addition to the amounts specified in the foregoing previous sentence, the Executive Employee shall (A) continue to receive the Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination periodically, in accordance with for a period of 12 months following the Company's prevailing payroll practices, termination (the Severance Term") and (B) remain eligible to participate in benefits offered in accordance with Section section 3(c) hereof, in each of sub-clauses (A) and (B) for a period of (i) twelve months following hereof during the date of such termination, or (ii) the number of months remaining in the Employment Term immediately prior to such termination, whichever is longer (the "Severance Term") and (C) . Upon termination the Employee shall be entitled to receive placement services from an a full program of outplacement assistance agency selected in good faith by the Company for a period of up to six months following the date of such termination, at the expense and upon completion of the Company up Severance Term the Employee shall be entitled to a maximum limit of $25,000. Amounts owed by the Company in respect of the Salary or reimbursement for expenses under the provisions of Section 5 hereof shall, except as otherwise set forth in this Section 6(e), be paid promptly upon any terminationCOBRA coverage. (2) Upon termination of the ExecutiveEmployee's employment by the Company for Cause, or if the Executive Employee resigns: (A) with respect to any shares of Common Stock purchased by the Executive pursuant to the right of first refusal described in Section 3(d)(2), Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares then any stock of Holdings owned by him the Employee and not subject to the Stock Plan's provisions at a price equal to the lower of (i) the ExecutiveEmployee's initial cost for such shares, or (ii) the "Fair Value" Value of such shares (as hereinafter defined); and (B) with respect to any shares of Preferred Stock then owned by the Executive, whether such shares were acquired pursuant to the right of first refusal described in Section 3(d)(2) or otherwise, Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares at a price equal to the Executive's initial cost for such shares. (3) In the event of a termination of Executivethe Employee's employment by the Company without Cause, or by reason of his death or Disability, Holdings shall have the right and obligation to purchase from the Executive all shares Employee any stock of Common Stock acquired Holdings owned by him pursuant the Employee or his estate and not subject to the right of first refusal described in Section 3(d)(2), Stock Plan's provisions at a price equal to the Fair Value of such shares (as hereinafter defined). In such event, Holdings shall also have the right and obligation to purchase all shares of Preferred Stock then owned by the Executive (or his estate), whether acquired pursuant to the right of first refusal described in Section 3(d)(2) or otherwise, at a price equal to the Executive's initial cost for such shares plus all accrued and unpaid dividendsshares. (4) With respect to For the repurchase rights described in paragraphs (e)(2) and (e)(3) of this Section 6, Holdings, at its option, may pay the purchase price for such shares (A) in cash, or (B) with a promissory note bearing a market rate of interest and with a maximum term of five years. (5) For purposes of this Agreementagreement, "Fair Value" means the fair market value of the shares being purchased, as determined in good faith in writing by a majority of the directors of the Holdings Board.

Payments; Repurchase of Stock. (1) In the event that the ----------------------------- ExecutiveEmployee's employment terminates for any reason, the Company shall pay to the Executive Employee all amounts accrued but unpaid hereunder through the date of termination in respect of Salary or unreimbursed and reimbursable expenses. In the event the ExecutiveEmployee's employment is terminated by the Company without Causecause, in addition to the amounts specified in the foregoing previous sentence, the Executive Employee shall (A) continue to receive the Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination periodically, in accordance with for a period of 12 months following the Company's prevailing payroll practices, termination (the Severance Term") and (B) remain eligible to participate in benefits offered in accordance with Section 3(c) hereof, in each of sub-clauses (A) and (B) for a period of (i) twelve months following hereof during the date of such termination, or (ii) severance term. Upon termination the number of months remaining in the Employment Term immediately prior to such termination, whichever is longer (the "Severance Term") and (C) Employee shall be entitled to receive placement services from an a full program of outplacement assistance agency selected in good faith by the Company for a period of up to six months following the date of such termination, at the expense and upon completion of the Company up Severance Term the Employee shall be entitled to a maximum limit of $25,000. Amounts owed by the Company in respect of the Salary or reimbursement for expenses under the provisions of Section 5 hereof shall, except as otherwise set forth in this Section 6(e), be paid promptly upon any terminationCOBRA coverage. (2) Upon termination of the ExecutiveEmployee's employment by the Company for Cause, or if the Executive Employee resigns: (A) with respect to any shares of Common Stock purchased by the Executive pursuant to the right of first refusal described in Section 3(d)(2), Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares then any preferred stock of Holdings owned by him the Employee at a price equal to the lower of (i) the ExecutiveEmployee's initial cost for such shares, or (ii) the "Fair Value" and any common stock of such shares (as hereinafter defined); and (B) with respect to any shares of Preferred Stock then Holdings owned by the Executive, whether such shares were acquired pursuant Employee and not subject to the right Stock Plan's provisions at the lower of first refusal described in Section 3(d)(2) or otherwise, Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares at a price equal to the ExecutiveEmployee's initial cost for such or the Fair Value of the shares. (3) In the event of a termination of Executivethe Employee's employment by the Company without Cause, or by reason of his her death or Disability, Holdings shall have the right and obligation to purchase from the Executive all shares Employee any preferred stock of Common Stock acquired Holdings owned by him pursuant to the right of first refusal described in Section 3(d)(2), Employee or her estate at a price equal to the Fair Value of such shares (as hereinafter defined). In such event, Holdings shall also have the right and obligation to purchase all shares of Preferred Stock then owned by the Executive (or his estate), whether acquired pursuant to the right of first refusal described in Section 3(d)(2) or otherwise, at a price equal to the ExecutiveEmployee's initial cost for such shares plus all accrued and unpaid dividendsdividends and any common stock of Holdings owned by the Employee or her estate and not subject to the Stock Plan's provisions at the Fair Value of the shares. (4) With respect to For the repurchase rights described in paragraphs (e)(2) and (e)(3) of this Section 6, Holdings, at its option, may pay the purchase price for such shares (A) in cash, or (B) with a promissory note bearing a market rate of interest and with a maximum term of five years. (5) For purposes of this Agreementagreement, "Fair Value" means the fair market value of the shares being purchased, as determined in good faith in writing by a majority of the directors of the Holdings Board.

Payments; Repurchase of Stock. (1) In the event that the ----------------------------- ExecutiveEmployee's employment terminates for any reason, the Company shall pay to the Executive Employee all amounts accrued but unpaid hereunder through the date of termination in respect of Salary or unreimbursed and reimbursable expenses. In the event the ExecutiveEmployee's employment is terminated by the Company without Causecause, in addition to the amounts specified in the foregoing previous sentence, the Executive Employee shall (A) continue to receive the Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination periodically, in accordance with for a period of 12 months following the Company's prevailing payroll practices, termination (the Severance Term") and (B) -4- remain eligible to participate in benefits offered in accordance with Section section 3(c) hereof, in each of sub-clauses (A) and (B) for a period of (i) twelve months following hereof during the date of such termination, or (ii) the number of months remaining in the Employment Term immediately prior to such termination, whichever is longer (the "Severance Term") and (C) . Upon termination the Employee shall be entitled to receive placement services from an a full program of outplacement assistance agency selected in good faith by the Company for a period of up to six months following the date of such termination, at the expense and upon completion of the Company up Severance Term the Employee shall be entitled to a maximum limit of $25,000. Amounts owed by the Company in respect of the Salary or reimbursement for expenses under the provisions of Section 5 hereof shall, except as otherwise set forth in this Section 6(e), be paid promptly upon any terminationCOBRA coverage. (2) Upon termination of the ExecutiveEmployee's employment by the Company for Cause, or if the Executive Employee resigns: (A) with respect to any shares of Common Stock purchased by the Executive pursuant to the right of first refusal described in Section 3(d)(2), Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares then any preferred stock of Holdings owned by him the Employee at a price equal to the lower of (i) the ExecutiveEmployee's initial cost for such shares, or (ii) the "Fair Value" and any common stock of such shares (as hereinafter defined); and (B) with respect to any shares of Preferred Stock then Holdings owned by the Executive, whether such shares were acquired pursuant Employee and not subject to the right Stock Plan's provisions at the lower of first refusal described in Section 3(d)(2) or otherwise, Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares at a price equal to the ExecutiveEmployee's initial cost for such or the Fair Value of the shares. (3) In the event of a termination of Executivethe Employee's employment by the Company without Cause, or by reason of his death or Disability, Holdings shall have the right and obligation to purchase from the Executive all shares Employee any preferred stock of Common Stock acquired Holdings owned by him pursuant to the right of first refusal described in Section 3(d)(2), Employee or his estate at a price equal to the Fair Value of such shares (as hereinafter defined). In such event, Holdings shall also have the right and obligation to purchase all shares of Preferred Stock then owned by the Executive (or his estate), whether acquired pursuant to the right of first refusal described in Section 3(d)(2) or otherwise, at a price equal to the ExecutiveEmployee's initial cost for such shares plus all accrued and unpaid dividendsdividends and any common stock of Holdings owned by the Employee or his estate and not subject to the Stock Plan's provisions at the Fair Value of the shares. (4) With respect to For the repurchase rights described in paragraphs (e)(2) and (e)(3) of this Section 6, Holdings, at its option, may pay the purchase price for such shares (A) in cash, or (B) with a promissory note bearing a market rate of interest and with a maximum term of five years. (5) For purposes of this Agreementagreement, "Fair Value" means the fair market value of the shares being purchased, as determined in good faith in writing by a majority of the directors of the Holdings Board.

Payments; Repurchase of Stock. (1) In the event that the ----------------------------- ExecutiveEmployee's employment terminates for any reason, the Company shall pay to the Executive Employee all amounts accrued but unpaid hereunder through the date of termination in respect of Salary or unreimbursed and reimbursable expenses. In the event the ExecutiveEmployee's employment is terminated by the Company without Causecause, in addition to the amounts specified in the foregoing previous sentence, the Executive Employee shall (A) continue to receive the Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination periodically, in accordance with for a period of 12 months following the Company's prevailing payroll practices, termination (the Severance Term") and (B) remain eligible to participate in benefits offered in accordance with Section section 3(c) hereof, in each of sub-clauses (A) and (B) for a period of (i) twelve months following hereof during the date of such termination, or (ii) the number of months remaining in the Employment Term immediately prior to such termination, whichever is longer (the "Severance Term") and (C) . Upon termination the Employee shall be entitled to receive placement services from an a full program of outplacement assistance agency selected in good faith by the Company for a period of up to six months following the date of such termination, at the expense and upon completion of the Company up Severance Term the Employee shall be entitled to a maximum limit of $25,000. Amounts owed by the Company in respect of the Salary or reimbursement for expenses under the provisions of Section 5 hereof shall, except as otherwise set forth in this Section 6(e), be paid promptly upon any terminationCOBRA coverage. (2) Upon termination of the ExecutiveEmployee's employment by the Company for Cause, or if the Executive Employee resigns: (A) with respect to any shares of Common Stock purchased by the Executive pursuant to the right of first refusal described in Section 3(d)(2), Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares then any preferred stock of Holdings owned by him the Employee at a price equal to the lower of (i) the ExecutiveEmployee's initial cost for such shares, or (ii) the "Fair Value" and any common stock of such shares (as hereinafter defined); and (B) with respect to any shares of Preferred Stock then Holdings owned by the Executive, whether such shares were acquired pursuant Employee and not subject to the right Stock Plan's provisions at the lower of first refusal described in Section 3(d)(2) or otherwise, Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares at a price equal to the ExecutiveEmployee's initial cost for such or the Fair Value of the shares. (3) In the event of a termination of Executivethe Employee's employment by the Company without Cause, or by reason of his death or Disability, Holdings shall have the right and obligation to purchase from the Executive all shares Employee any preferred stock of Common Stock acquired Holdings owned by him pursuant to the right of first refusal described in Section 3(d)(2), Employee or his estate at a price equal to the Fair Value of such shares (as hereinafter defined). In such event, Holdings shall also have the right and obligation to purchase all shares of Preferred Stock then owned by the Executive (or his estate), whether acquired pursuant to the right of first refusal described in Section 3(d)(2) or otherwise, at a price equal to the ExecutiveEmployee's initial cost for such shares plus all accrued and unpaid dividendsdividends and any common stock of Holdings owned by the Employee or his estate and not subject to the Stock Plan's provisions at the Fair Value of the shares. (4) With respect to For the repurchase rights described in paragraphs (e)(2) and (e)(3) of this Section 6, Holdings, at its option, may pay the purchase price for such shares (A) in cash, or (B) with a promissory note bearing a market rate of interest and with a maximum term of five years. (5) For purposes of this Agreementagreement, "Fair Value" means the fair market value of the shares being purchased, as determined in good faith in writing by a majority of the directors of the Holdings Board.

Payments; Repurchase of Stock. (1) In the event that the ----------------------------- ExecutiveEmployee's employment terminates for any reason, the Company shall pay to the Executive Employee all amounts accrued but unpaid hereunder through the date of termination in respect of Salary or unreimbursed and reimbursable expenses. In the event the ExecutiveEmployee's employment is terminated by the Company without Causecause, in addition to the amounts specified in the foregoing previous sentence, the Executive Employee shall (A) continue to receive the Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination periodically, in accordance with for a period of 12 months following the Company's prevailing payroll practices, termination (the Severance Term") and (B) remain eligible to participate in benefits offered in accordance with Section section 3(c) hereof, in each of sub-clauses (A) and (B) for a period of (i) twelve months following hereof during the date of such termination, or (ii) the number of months remaining in the Employment Term immediately prior to such termination, whichever is longer (the "Severance Term") and (C) . Upon termination the Employee shall be entitled to receive placement services from an a full program of outplacement assistance agency selected in good faith by the Company for a period of up to six months following the date of such termination, at the expense and upon completion of the Company up Severance Term the Employee shall be entitled to a maximum limit of $25,000. Amounts owed by the Company in respect of the Salary or reimbursement for expenses under the provisions of Section 5 hereof shall, except as otherwise set forth in this Section 6(e), be paid promptly upon any terminationCOBRA coverage. (2) Upon termination of the ExecutiveEmployee's employment by the Company for Cause, or if the Executive Employee resigns: (A) with respect to any shares of Common Stock purchased by the Executive pursuant to the right of first refusal described in Section 3(d)(2), Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares then any preferred stock of Holdings owned by him the Employee at a price equal to the lower of (i) the ExecutiveEmployee's initial cost for such shares, or (ii) the "Fair Value" and any common stock of such shares (as hereinafter defined); and (B) with respect to any shares of Preferred Stock then Holdings owned by the Executive, whether such shares were acquired pursuant Employee and not subject to the right Stock Plan's provisions at the lower of first refusal described in Section 3(d)(2) or otherwise, Holdings shall have the right, but not the obligation, to purchase from the Executive all such shares at a price equal to the ExecutiveEmployee's initial cost for such or the Fair Value of the shares. (3) In the event of a termination of Executivethe Employee's employment by the Company without Cause, or by reason of his death or Disability, the Holdings shall have the right and obligation to purchase from the Executive all shares Employee any preferred stock of Common Stock acquired Holdings owned by him pursuant to the right of first refusal described in Section 3(d)(2), Employee or his estate at a price equal to the Fair Value of such shares (as hereinafter defined). In such event, Holdings shall also have the right and obligation to purchase all shares of Preferred Stock then owned by the Executive (or his estate), whether acquired pursuant to the right of first refusal described in Section 3(d)(2) or otherwise, at a price equal to the ExecutiveEmployee's initial cost for such shares plus all accrued and unpaid dividendsdividends and any common stock of Holdings owned by the Employee or his estate and not subject to the Stock Plan's provisions at the Fair Value of the shares. (4) With respect to For the repurchase rights described in paragraphs (e)(2) and (e)(3) of this Section 6, Holdings, at its option, may pay the purchase price for such shares (A) in cash, or (B) with a promissory note bearing a market rate of interest and with a maximum term of five years. (5) For purposes of this Agreementagreement, "Fair Value" means the fair market value of the shares being purchased, as determined in good faith in writing by a majority of the directors of the Holdings Board.