Purchase Upon Termination of Employment. In the event that Employee's employment with the Corporation is terminated by the Corporation or such Employee for any reason whatsoever, with or without cause, or at any time (the "Terminated Employee"), the Corporation and the Founders shall each have the option to purchase all or any of the Warrant Shares owned by the Terminated Employee upon the following terms:
Purchase Upon Termination of Employment. At any time prior to the Third Anniversary, if the Shareholder shall no longer be an employee of the Company, its subsidiaries or an affiliate of the Company or its subsidiaries (for such reasons that include, but are not limited to, his permanent disability and voluntary or involuntary termination of his employment, whether with or without cause), then the Company shall have the exclusive right and obligation to purchase from the Shareholder and the Shareholder shall have the obligation to sell to the Company, all of the Shares owned by the Shareholder for a cash purchase price determined in accordance with Paragraph 7 hereof. The consummation of such sale and purchase shall take place on the date designated in a written notice delivered to the Shareholder by the Company (the "Termination Purchase Notice"), which date shall not be more than 60 days after the Shareholder shall cease to be an employee. "Affiliate," as used herein, means any corporation which directly or indirectly controls, is controlled by or is under common control with, the Company or its subsidiaries. For purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, by contract, voting trust or otherwise.
