Common use of Repurchase of Common Stock Clause in Contracts

Repurchase of Common Stock. In the event that Executive’s employment terminates for any reason, the Company shall have the right (or obligation) to purchase all of the shares of Common Stock that the Executive owns, whether acquired before or after the Effective Date of this Agreement, subject to the terms and conditions set forth herein. (i) If Executive’s employment is terminated for any reason during the Employment Term, the Company shall have the initial right to purchase all (but not less than all) of the Common Stock owned by the Executive (“Call Option”). The Company shall have the right to exercise the Call Option by giving written notice to Executive within sixty (60) days after the date of termination, which shall set forth the fair market value of the shares being purchased as determined in the good faith of the Board (“Call Notice”). In the event that the Company fails to exercise the Call Option on a timely basis, its rights under this Section 5(a)(i) shall automatically terminate. If the Call Notice is delivered on a timely basis and the Executive agrees with the valuation set forth in the Call Notice, he shall provide a written acceptance to the Company within fifteen (15) days from the date of the Call Notice, and the repurchase of the shares shall occur within fifteen (15) days from the date of acceptance. If, however, the Call Notice is delivered on a timely basis and the Executive disagrees with the valuation set forth therein, the repurchase price for the shares shall be determined in accordance with Section 5(a)(iii) below. (ii) If Executive’s employment is involuntarily terminated for any reason (including a Constructive Termination) during the Employment Term, but the Company does not exercise the Call Option on a timely basis, the Executive shall have the right to cause the Company to repurchase all (but not less than all) of the Common Stock owned by the Executive (“Put Option”). Notwithstanding the foregoing, the Executive shall not have the right to exercise the Put Option in the event of a Termination for Business Reasons. The Put Option shall become exercisable upon the expiration of the Call Option. The Executive shall have the right to exercise the Put Option by giving written notice to the Company within sixty (60) days after the expiration of the Call Option, which shall set forth the fair market value of the shares being sold to the Company as determined in good faith by the Executive (“Put Notice”). If the Executive fails to exercise the Put Option on a timely basis, his rights under this Section 5(a)(ii) shall automatically terminate. If the Put Notice is delivered on a timely basis and the Company agrees with the valuation set forth in the Put Notice, it shall provide a written acceptance to the Executive within fifteen (15) days from the date of the Put Notice, and the repurchase of the shares shall occur within fifteen (15) days from the date of acceptance. If, however, the Put Notice is delivered on a timely basis and the Company disagrees with the valuation set forth therein, the repurchase price for the shares shall be determined in accordance with Section 5(a)(iii) below. (iii) In the event that Executive’s employment terminates for any reason, the Company shall have the right to repurchase, or, in the case of an involuntary termination, the Executive shall have the right to cause the Company to repurchase, all or part of the shares of Common Stock that the Executive owns. The repurchase price shall equal the fair market value of the shares, as established by the Board in its discretion, being repurchased. If the Executive does not agree with the Board’s determination of the fair market value of those shares, then the Executive and the Company shall mutually select a neutral independent valuation firm that will establish the fair market value of the shares being repurchased, and that firm’s determination of fair market value will be binding on all parties. If the Executive and the Company do not agree on a neutral independent valuation firm, each of the Executive and the Company shall appoint their own independent representative; and such independent representatives shall select the neutral independent valuation firm. The Company shall pay all fees related to the expense associated with such valuation. (iv) If (A) the Company repurchases the Common Stock held by the Executive pursuant to Section 5(a)(i) or 5(a)(ii) above, (B) the Company enters into an agreement to effect a Change in Control within six (6) months following the date of such repurchase, and (C) the per share consideration to be received by the holders of Common Stock in connection with the Change of Control is greater than the per share consideration received by the Executive for his Common Stock hereunder, then the Company shall be obligated to pay additional consideration to Executive in an amount equal to the difference (“Additional Consideration”). Any Additional Consideration payable hereunder shall be paid by the Company in cash within five (5) business days following the consummation of the Change of Control transaction. To the extent the consideration received by holders of Common Stock in connection with the Change of Control is in the form of securities, the value of such consideration will be based on the market value upon the closing of the Change of Control, or if no market exists, it will be based on the good faith determination of the Board. (v) Notwithstanding the foregoing, the rights under this Section 5(a) shall automatically terminate upon an initial public offering of the Common Stock of the Company.

Repurchase of Common Stock. In the event that Executive’s employment terminates for any reason, the Company shall have the right (or obligation) to purchase all of the shares of Common Stock that the Executive owns, whether acquired before or after the Effective Date of this Agreement, owns subject to the terms and conditions set forth herein. (i) If Executive’s employment is terminated for any reason during the Employment Term, the Company shall have the initial right to purchase all (but not less than all) of the Common Stock owned by the Executive (“Call Option”). The Company shall have the right to exercise the Call Option by giving written notice to Executive within sixty (60) days after the date of termination, which shall set forth the fair market value of the shares being purchased as determined in the good faith of the Board (“Call Notice”). In the event that the Company fails to exercise the Call Option on a timely basis, its rights under this Section 5(a)(i5(b)(i) shall automatically terminate. If the Call Notice is delivered on a timely basis and the Executive agrees with the valuation set forth in the Call Notice, he shall provide a written acceptance to the Company within fifteen (15) days from the date of the Call Notice, and the repurchase of the shares shall occur within fifteen (15) days from the date of acceptance. If, however, the Call Notice is delivered on a timely basis and the Executive disagrees with the valuation set forth therein, the repurchase price for the shares shall be determined in accordance with Section 5(a)(iii5(b)(iii) below. (ii) If Executive’s employment is involuntarily terminated for any reason (including a Constructive Termination) during the Employment Term, but the Company does not exercise the Call Option on a timely basis, the Executive shall have the right to cause the Company to repurchase all (but not less than all) of the Common Stock owned by the Executive (“Put Option”). Notwithstanding the foregoing, the Executive shall not have the right to exercise the Put Option in the event of a Termination for Business Reasons. The Put Option shall become exercisable upon the expiration of the Call Option. The Executive shall have the right to exercise the Put Option by giving written notice to the Company within sixty (60) days after the expiration of the Call Option, which shall set forth the fair market value of the shares being sold to the Company as determined in good faith by the Executive (“Put Notice”). If the Executive fails to exercise the Put Option on a timely basis, his rights under this Section 5(a)(ii5(b)(ii) shall automatically terminate. If the Put Notice is delivered on a timely basis and the Company agrees with the valuation set forth in the Put Notice, it shall provide a written acceptance to the Executive within fifteen (15) days from the date of the Put Notice, and the repurchase of the shares shall occur within fifteen (15) days from the date of acceptance. If, however, the Put Notice is delivered on a timely basis and the Company disagrees with the valuation set forth therein, the repurchase price for the shares shall be determined in accordance with Section 5(a)(iii5(b)(iii) below. (iii) In the event that Executive’s employment terminates for any reason, the Company shall have the right to repurchase, or, in the case of an involuntary termination, or the Executive shall have the right to cause the Company to repurchase, all or part of the shares of Common Stock that the Executive owns. The repurchase price shall equal the fair market value of the shares, as established by the Board in its discretion, being repurchased. If the Executive does not agree with the Board’s determination of the fair market value of those shares, then the Executive and the Company shall mutually select a neutral independent valuation firm that will establish the fair market value of the shares being repurchased, and that firm’s determination of fair market value will be binding on all parties. If the Executive and the Company do not agree on a neutral independent valuation firm, each of the Executive and the Company shall appoint their own independent representative; and such independent representatives shall select the neutral independent valuation firm. The Company shall pay all fees related to the expense associated with such valuation. (iv) If (A) the Company repurchases the Common Stock held by the Executive pursuant to Section 5(a)(i5(b)(i) or 5(a)(ii5(b)(ii) above, (B) the Company enters into an agreement to effect a Change in Control within six (6) months following the date of such repurchase, and (C) the per share consideration to be received by the holders of Common Stock in connection with the Change of Control is greater than the per share consideration received by the Executive for his Common Stock hereunder, then the Company shall be obligated to pay additional consideration to Executive in an amount equal to the difference (“Additional Consideration”). Any Additional Consideration payable hereunder shall be paid by the Company in cash within five (5) business days following the consummation of the Change of Control transaction. To the extent the consideration received by holders of Common Stock in connection with the Change of Control is in the form of securities, the value of such consideration will be based on the market value upon the closing of the Change of Control, or if no market exists, it will be based on the good faith determination of the Board. (v) Notwithstanding the foregoing, the rights under this Section 5(a5(b) shall automatically terminate upon an initial public offering of the Common Stock of the Company, or to the extent the Company becomes a reporting company under the Securities Exchange Act of 1934.

Repurchase of Common Stock. In Upon termination of Executive's employment with the event that Executive’s employment terminates for any reasonCompany, the Company shall have purchase (subject to the right prior approval of Bank One, Texas, N.A. and Stratford Capital Group, Inc.), and Executive (or obligationhis legal representative, as the case may be) shall sell to purchase the Company, all of the shares of Common Stock that owned by the Executive owns, whether acquired before or after (including the Effective Date vested portion of this Agreement, subject any unexercised stock option) at a price per share equal to the terms and conditions set forth herein. lesser of (A) the quotient of (X) the excess of (i) If 3.5 times EBITDA for the 12 months ending on the month end immediately preceding the termination date of Executive’s employment is terminated for any reason during 's employment, less (ii) the Employment Termamount of outstanding indebtedness and redemption value of redeemable preferred stock as of such month end, divided by (Y) the number of fully diluted shares of Common Stock of the Company shall have as of such month end, and (B) the initial right to purchase all Fair Market Value (but not less than alldefined below) of the Common Stock owned by the Executive (“Call Option”)Executive. The exercise price of the vested portion of any unexercised stock option shall be deducted from the Company's payment to the Executive. The "Fair Market Value" for purposes of this subsection (d) shall be determined as follows: The fair market value of the Common Stock of the Company shall have owned by Executive as mutually agreed upon by Company and Executive; however, if Company and Executive are unable to agree as to the right fair market value of such Common Stock within twenty (20) days following Executive's receipt of notice of the Company's election to exercise its option to purchase Executive's Common Stock, the Call Option by giving written notice Company and Executive shall appoint a mutually acceptable appraiser with at least five years of experience in appraising privately-held companies ("Qualified Appraiser") to value the Common Stock of the Company. If the Company and Executive agree as to the Qualified Appraiser, they shall promptly instruct the Qualified Appraiser to value the Common Stock with the understanding that such Qualified Appraiser's valuation shall be the Fair Market Value and shall be binding upon the Company and Executive. If the Company and Executive are unable to mutually agree upon a Qualified Appraiser (within sixty (60) ten days after following the date expiration of terminationthe 20-day period described above), which each of the Company and Executive shall set forth appoint a Qualified Appraiser to value the Common Stock of the Company. Each of the appointed Qualified Appraisers shall determine the fair market value of the shares being purchased as determined in the good faith Common Stock within 60 days of their selection and shall deliver to each of the Board (“Call Notice”). In Company and the event that the Company fails to exercise the Call Option on Executive a timely basis, copy of its rights under this Section 5(a)(i) shall automatically terminateappraisal within such 60 day period. If the Call Notice is delivered on a timely basis and the Executive agrees with the valuation set forth in the Call Notice, he shall provide a written acceptance to the Company within fifteen (15) days from the date determination of each of the Call Notice, and the repurchase appointed Qualified Appraisers is 90% or more but less than 110% of the shares shall occur within fifteen (15) days from the date of acceptance. If, however, the Call Notice is delivered on a timely basis and the Executive disagrees with the valuation set forth therein, the repurchase price for the shares shall be determined in accordance with Section 5(a)(iii) below. (ii) If Executive’s employment is involuntarily terminated for any reason (including a Constructive Termination) during the Employment Term, but the Company does not exercise the Call Option on a timely basis, the Executive shall have the right to cause the Company to repurchase all (but not less than all) average of the Common Stock owned by the Executive (“Put Option”). Notwithstanding the foregoingtwo determinations, the Executive shall not have the right to exercise the Put Option in the event of a Termination for Business Reasons. The Put Option shall become exercisable upon the expiration of the Call Option. The Executive shall have the right to exercise the Put Option by giving written notice to the Company within sixty (60) days after the expiration of the Call Option, which shall set forth the fair market value of the shares being sold to the Company as determined in good faith by the Executive (“Put Notice”)shall be such average. If the Executive fails to exercise the Put Option on a timely basis, his rights under this Section 5(a)(ii) shall automatically terminate. If the Put Notice is delivered on a timely basis and the Company agrees with the valuation set forth in the Put Notice, it shall provide a written acceptance to the Executive within fifteen (15) days from the date determination of either of the Put Notice, and the repurchase appointed Qualified Appraisers is less than 90% or more than 110% of the shares shall occur within fifteen (15) days from the date of acceptance. If, however, the Put Notice is delivered on a timely basis and the Company disagrees with the valuation set forth therein, the repurchase price for the shares shall be determined in accordance with Section 5(a)(iii) below. (iii) In the event that Executive’s employment terminates for any reason, the Company shall have the right to repurchase, or, in the case of an involuntary termination, the Executive shall have the right to cause the Company to repurchase, all or part of the shares of Common Stock that the Executive owns. The repurchase price shall equal the fair market value of the shares, as established by the Board in its discretion, being repurchased. If the Executive does not agree with the Board’s determination of the fair market value of those sharessuch average, then the Executive and the Company shall mutually appointed Qualified Appraisers shall, within five days thereafter, select a neutral independent valuation firm that will establish third Qualified Appraiser. The determination of such third Qualified Appraiser (which shall not be higher than the fair market value higher of, nor lower than the lower of, the determinations of the shares being repurchasedtwo first appointed Qualified Appraisers), shall govern and that firm’s determination of fair market value will shall be final and binding on all parties. If the Executive and the Company do not agree on a neutral independent valuation firm, each of the Executive and the Company shall appoint their own independent representative; and such independent representatives shall select the neutral independent valuation firm. The Company shall pay all fees related to the expense associated with such valuation. (iv) If (A) the Company repurchases the Common Stock held by the Executive pursuant to Section 5(a)(i) or 5(a)(ii) above, (B) the Company enters into an agreement to effect a Change in Control within six (6) months following the date of such repurchase, and (C) the per share consideration to be received by the holders of Common Stock in connection with the Change of Control is greater than the per share consideration received by the Executive for his Common Stock hereunder, then the Company shall be obligated to pay additional consideration to Executive in an amount equal to the difference (“Additional Consideration”). Any Additional Consideration payable hereunder shall be paid by the Company in cash within five (5) business days following the consummation of the Change of Control transaction. To the extent the consideration received by holders of Common Stock in connection with the Change of Control is in the form of securities, the value of such consideration will be based on the market value upon the closing of the Change of Control, or if no market exists, it will be based on the good faith determination of the Board. (v) Notwithstanding the foregoing, the rights under this Section 5(a) shall automatically terminate upon an initial public offering of the Common Stock of the Company.