Release of Shares From Repurchase Option Vesting. (a) All of the Shares purchased pursuant to this Agreement shall be released from the Repurchase Option (sometimes hereafter referred to as "vest" or "vesting") on January 1, 2002.
(b) Any of the Shares which have not yet been released from the Company's Repurchase Option are referred to herein as "Unvested Shares."
(c) In the event that Purchaser's relationship as a Service Provider with the Company shall terminate prior to the vesting of all Shares purchased under this Agreement all Unvested Shares shall cease to vest pursuant to this Agreement.
Release of Shares From Repurchase Option Vesting. A. So long as the Purchaser’s continuous status as a Service Provider has not yet terminated in each such instance, 1/24th of the total number of Shares shall be released from the Repurchase Option each month following the date hereof, until all Shares have been released on the second anniversary of this Agreement. Notwithstanding the foregoing, in the event that Purchaser’s continuous status as a Service Provider is terminated by the Company without Cause (as defined below), or by the Purchaser for Good Reason (as defined below), the remaining unreleased Shares shall be released from the Repurchase Option immediately.
B. Subject to the provisions of Section 8, the Shares which have been released from the Company’s Repurchase Option shall be delivered to the Purchaser at the Purchaser’s request.
Release of Shares From Repurchase Option Vesting. A. Fifty percent (50%) of the Shares shall be vested and deemed released from the Repurchase Option as of the date of execution of this Agreement. So long as the Purchaser’s continuous status as a Service Provider has not yet terminated in each such instance, an additional 1/72nd of the total number of Shares shall be released from the Repurchase Option each month following the date hereof, until all Shares have been released on the third anniversary of this Agreement. Notwithstanding the foregoing, in the event that Purchaser’s continuous status as a Service Provider is terminated by the Company without Cause (as defined below), or by the Purchaser for Good Reason, within twelve (12) months after a Change of Control (as defined below), an additional sixteen and two-thirds percent (16 2/3%) of the total number of Shares shall be released from the Repurchase Option immediately, to the extent such number of Shares remain subject to the Repurchase Option.
B. For purposes of this Agreement, a “Change of Control” means either:
Release of Shares From Repurchase Option Vesting. A. So long as MxXxxx’x continuous status as an employee of the Company has not yet terminated in each such instance, Fifty Percent (50%) of the total number of Shares shall be released from the Repurchase Option on January 1, 2006, and the remaining Fifty Percent (50%) of the Shares shall be released from the Repurchase Option on January 1, 2007. Notwithstanding the foregoing, in the event of either (i) a Change of Control (as defined below); (ii) the death or Disability of MxXxxx; (iii) MxXxxx’x retirement as an employee of Company so long as such retirement does not occur prior to the Second (2nd) Anniversary of the Effective Date of this Agreement; (iv) Company terminates MxXxxx’x employment with Company other than for Cause (as defined below); or (v) at the sole discretion of the Company’s Board of Directors, One Hundred Percent (100%) of the total number of Shares that have not been released from the Repurchase Option shall be released from the Repurchase Option immediately; provided that MxXxxx’x continuous status as an employee of the Company has not been terminated prior to such date.
B. For purposes of this Agreement, a “Change of Control” means either:
Release of Shares From Repurchase Option Vesting. A. So long as the Purchaser's continuous status as a Service Provider has not yet terminated in each such instance, 25% of the total number of Shares shall be released from the Repurchase Option on the date of this Agreement, and an additional 1/36th of the remaining Shares shall be released from the Repurchase Option on the corresponding day of each month thereafter, or on the last day of each month, to the extent each month thereafter does not have the corresponding day, until all Shares have been released on the third anniversary of this Agreement.
Release of Shares From Repurchase Option Vesting l/48th of the total number of Shares shall be released from the Repurchase Option on the last day of each calendar month, beginning with the date hereof, for each full calendar month elapsing after the date hereof, during which the Subscriber was an employee of the Company. The monthly release of the Shares from the Repurchase Option shall continue until all of the Shares have been released at the end of the 48th month.
Release of Shares From Repurchase Option Vesting. (a) Shares purchased pursuant to this Agreement shall be released from the Repurchase Option (sometimes hereafter referred to as "vest" or "vesting") not earlier than the second anniversary of the Date of Grant. Notwithstanding anything to the contrary in this Agreement, Shares not vested before December 31, 2005 shall never thereafter vest and shall, subject to Section 4(d) above, always remain subject to the Repurchase Option. The determination of whether any Shares shall vest shall be made as of the last day of each month ending on or after the second anniversary of the Date of Grant and on or before the fifth anniversary of the Date of Grant based upon on the respective amounts (the "Target") of Sales (defined below) achieved by the Company during the Rolling Period (defined below) ended on such day. In the event that the term of the Employment Agreement, dated as of the date hereof, between the Purchaser and the Company (the "Employment Agreement") is extended beyond the initial five-year term, then the determination of whether any Shares vest shall be made as of the last day of each month during such extended term or terms. The number of Shares (expressed in one-sixteenth (1/16) denominations of the total number of Shares subject to this Agreement) in which Purchaser shall vest is set forth immediately to the left of the corresponding Target. The Company shall be considered to have achieved a Target if Sales of the Company for any Rolling Period equal or exceed the amount thereof set forth in the same row as the Target in the table below. The Purchaser shall be entitled to vest in the number of Shares set forth to the left of the highest Target achieved. Once vested, Shares shall not cease to be vested even if the Company fails to achieve a Target that was achieved in a prior Rolling Period. For purposes of this Section 5, the Date of Grant shall be deemed to be the January 1, 2001. Illustration: upon the Company achieving Sales of $70,000,000 (i.e., Target 1) for a Rolling Period, the Purchaser will vest in two-sixteenths (2/16) of the total number of Shares subject to this Agreement, at the close of such Rolling Period (provided, however, that the close of such Rolling Period is after the second anniversary of the Agreement). Should the Company achieve Sales of $150,000,000 (i.e., Target 4) for a subsequent Rolling Period, the Purchaser will vest in an additional four-sixteenths (4/16) of the total number of Shares subject to this Agreement, so as ...
Release of Shares From Repurchase Option Vesting. A. So long as the Purchaser’s continuous status as a Service Provider has not yet terminated, each month following the date of this Agreement, 1/12th of the total number of Shares shall be released from the Termination Repurchase Option on the corresponding day of each such month after the date of this Agreement (or if there is no corresponding day in any such month, on the last day of such month), until all Shares have been released as of the first anniversary of this Agreement. Notwithstanding the foregoing, in the event of a Change of Control (as defined below) of the Company or the Issuer, 100% of the total number of Shares that have not been released from the Termination Repurchase Option, shall be released from the Termination Repurchase Option immediately prior to the consummation of such Change of Control, provided that the Purchaser’s continuous status as a Service Provider has not been terminated prior to such time.
B. For purposes of this Agreement, a “Change of Control” means either:
Release of Shares From Repurchase Option Vesting. 25% of the total number of Shares shall be released from the Repurchase Option immediately upon the date that the Shares are issued as evidenced in the Company’s records, and as to the remainder of the Shares, 1/36th of the total number of Shares shall be released from the Repurchase Option on the last day of each calendar month, beginning with the date hereof, for each full calendar month elapsing after the date hereof, during which the Subscriber was an employee of the Company. The monthly release of the Shares from the Repurchase Option shall continue until all of the Shares have been released at the end of the 36th month. The foregoing notwithstanding, the periodic release of the Shares from the Repurchase Option shall be accelerated upon a Change of Control (as defined in the Plan) in accordance with Section 11.5 of the Plan.
Release of Shares From Repurchase Option Vesting. 4.1 Upon execution of this Agreement, all of the Shares shall be Unreleased Shares subject to the Repurchase Option. So long as the Purchaser's status as a Service Provider has not terminated in each such instance, 1/4th of the total number of Shares (i.e., 25,000 shares) shall be released from the Repurchase Option at the end of each quarter-annual period after the date hereof (i.e., starting with May __, 2008), until all of the Unreleased Shares have been released on February __, 2009.
4.2 Notwithstanding the foregoing, in the event of a Change of Control (as defined below) prior to all Unreleased Shares being released from the Repurchase Option under the foregoing schedule, all Unreleased Shares as of the Change of Control closing date shall be released from the Repurchase Option.
4.3 Subject to the provisions of Section 6, the Shares which have been released from the Company's Repurchase Option shall be delivered to the Purchaser at the Purchaser's request.
4.4 For purposes of this Agreement, "Change of Control" means: (i) the closing of the sale, transfer or other disposition of all or substantially all of the Company's assets (including an exclusive worldwide license with respect to all or substantially all of the Company's intellectual property); (ii) the consummation of a merger, share exchange or consolidation of the Company with or into another entity (except one in which the holders of capital stock of the Company as constituted immediately prior to such merger, share exchange or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity (or its parent entity)); or (iii) a liquidation, dissolution or winding up of the Company (whether voluntary or involuntary).
