Common use of Release of Shares From Repurchase Option Clause in Contracts

Release of Shares From Repurchase Option. (a) Shares of Restricted Stock shall be released from Company’s Repurchase Option according to the schedule set forth in Section 1 above; provided in each case that the Participant has not ceased to be an employee of the Company prior to the date of any such release, but in which case the Participant shall get vesting credit for the number of days in the final month that the Employee is either an employee or director of or a consultant to the Company. (b) Notwithstanding anything set forth in Section 4(a) above, in the event, within twelve (12) months after a Change of Control, the Participant’s employment terminates other than (i) for Cause, (ii) voluntary termination by the Participant but such resignation is not a result of a “Constructive Termination”, or (iii) death or disability of the Participant, fifty percent (50%) of the Unreleased Shares shall be released from the Company’s Repurchase Option upon the date of such termination. For the purposes of this agreement, “Constructive Termination” shall mean Employee’s voluntary termination, upon 30 days prior written notice to the Company, following: (A) a material reduction or change in job duties, responsibilities and requirements inconsistent with Employee’s position with the Company and Employee’s prior duties, responsibilities and requirements; (B) any reduction of Employee’s base compensation (other than in connection with a general decrease in base salaries for most employees of the successor corporation); or (C) Employee’s refusal to relocate to a facility or location more than 75 miles from the Company’s current location.

Release of Shares From Repurchase Option. (a) Shares of Restricted Stock shall be released from Company’s 's Repurchase Option according to the schedule set forth in Section 1 above; provided in each case that the Participant has not ceased to be an employee of the Company prior to the date of any such release, but in which case the Participant shall get vesting credit for the number of days in the final month that the Employee is either an employee or director of or a consultant to the Company. (b) Notwithstanding anything set forth in Section 4(a) above, in the event, within twelve (12) months after a Change of Control, the Participant’s 's employment terminates other than (i) for Cause, (ii) voluntary termination by the Participant but such resignation is not a result of a “"Constructive Termination”", or (iii) death or disability of the Participant, fifty percent (50%) of the Unreleased Shares shall be released from the Company’s 's Repurchase Option upon the date of such termination. For the purposes of this agreement, “"Constructive Termination” " shall mean Employee’s 's voluntary termination, upon 30 days prior written notice to the Company, following: (A) a material reduction or change in job duties, responsibilities and requirements inconsistent with Employee’s 's position with the Company and Employee’s 's prior duties, responsibilities and requirements; (B) any reduction of Employee’s 's base compensation (other than in connection with a general decrease in base salaries for most employees of the successor corporation); or (C) Employee’s 's refusal to relocate to a facility or location more than 75 miles from the Company’s 's current location.