Common use of Repurchase of Restricted Shares Clause in Contracts

Repurchase of Restricted Shares. (a) In the event of Employee’s Termination of Employment, the Company shall have the right and option, but not obligation, to purchase from Employee, or Employee’s personal representative, as the case may be, any or all of the Restricted Shares which are subject to such right and option as of the date of the Termination of Employment, at the lesser of (i) the per share purchase price paid by Employee for such Restricted Shares, or (ii) the then current Fair Market Value of such Restricted Shares. Such right and option shall be referred to herein as the “Repurchase Option.” The Company shall have the right to assign at any time the Repurchase Option, whether or not the Repurchase Option is then exercisable, to one or more persons as may be selected by the Company. (b) The Company (or any assignee thereof) may exercise the Repurchase Option by delivering personally or by registered mail, to Employee (or Employee’s legal representative), within ninety (90) days of the Termination of Employment, a notice in writing indicating the Company’s (or such assignee’s) intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s (or such assignee’s) office. At the closing, the holder of the certificates for the Restricted Shares being transferred shall deliver the stock certificate or certificates evidencing the Restricted Shares, and the Company (or such assignee) shall deliver the purchase price therefor to Employee (or Employee’s legal representative). (c) Payment of the purchase price for the Restricted Shares purchased by the Company (or an assignee of the Repurchase Option) upon the exercise of the Repurchase Option shall, at the option of the Company (or any such assignee), be made in cash, by check or cash equivalent, in immediately available funds. At its option, the Company (or such assignee) may elect to make payment for such Restricted Shares by wire transfer of immediately available funds to a bank located in the United States and selected by Employee (or Employee’s legal representative). The Company (or such assignee) shall avail itself of this option by a notice in writing to Employee (or such Employee’s legal representative) stating the Company (or such assignee) is ready to pay by wire transfer, and waiving the closing at the Company’s (or such assignee’s) office, and requesting Employee (or Employee’s legal representative) to provide the name and address of the bank to which such wire transfer shall be made. (d) If the Company (or an assignee of the Repurchase Option) does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the date of the Termination of Employment, the Repurchase Option shall terminate. Following the termination of the Repurchase Option, the Restricted Shares will remain subject to the Stockholders’ Agreement.

Repurchase of Restricted Shares. If your employment by the Company, Pierre Foods, Inc. or its Subsidiaries shall cease for any reason whatsoever, including but not limited to, upon your death, disability, resignation or termination with or without cause (a) In such cessation of service a “Termination” and the event of Employee’s date on which such cessation occurs being referred to as the “Termination of EmploymentDate”), the Company and/or MDCP shall have the right and option, but not obligation, option to purchase from Employee, or Employee’s personal representative, as the case may be, any or all of the repurchase your unvested Restricted Shares which are subject to such right (the “Unvested Shares”) and option as of vested Restricted Shares (the date of the Termination of Employment“Vested Shares”), in accordance with this paragraph 5(a), at the lesser price determined in accordance with the provisions of paragraph 5(c) (i) the per share option to purchase price paid by Employee for such Restricted Shares, or (ii) the then current Fair Market Value of such Restricted Shares. Such right and option shall be Unvested Shares is referred to herein as the “Unvested Share Repurchase Option.” The Company shall have and the right option to assign at any time purchase Vested Shares is referred to herein as the “Vested Share Repurchase Option, whether or not the Repurchase Option is then exercisable, to one or more persons as may be selected by the Company. (b) The Company (or any assignee thereof) may exercise the Repurchase Option by delivering personally or by registered mail, to Employee (or Employee’s legal representative), within ninety (90) days of the Termination of Employment, a notice in writing indicating the Company’s (or such assignee’s) intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s (or such assignee’s) office. At the closing, the holder of the certificates for the Restricted Shares being transferred shall deliver the stock certificate or certificates evidencing the Restricted Shares, and the Company (or such assignee) shall deliver the purchase price therefor to Employee (or Employee’s legal representative”). (ci) Payment The Company may elect to purchase all or any portion of your Restricted Shares by delivery of a Repurchase Notice to you (and with respect to Vested Shares, any other holder(s) of Vested Shares) within 30 days after the date that is six months after the applicable Termination Date. The Repurchase Notice shall set forth the number of Vested Shares and/or Unvested Shares to be acquired from you and such other holder(s), the aggregate consideration to be paid for such shares and the time and place for the closing of the purchase price for the Restricted transaction. The number of Vested Shares purchased to be repurchased by the Company (or an assignee shall first be satisfied, to the extent possible, from the Vested Shares held by you at the time of delivery of the Repurchase Option) upon Notice. If the exercise number of Vested Shares then held by you is less than the Repurchase Option shalltotal number of Vested Shares the Company has elected to purchase, then the Company shall purchase the remaining shares elected to be purchased from the other holders thereof, pro rata according to the number of shares held by each such holder at the option time of delivery of such Repurchase Notice (determined as close as practical to the Company (or any such assigneenearest whole share), be made in cash, by check or cash equivalent, in immediately available funds. At its option, the Company (or such assignee) may elect to make payment for such Restricted Shares by wire transfer of immediately available funds to a bank located in the United States and selected by Employee (or Employee’s legal representative). The Company (or such assignee) shall avail itself of this option by a notice in writing to Employee (or such Employee’s legal representative) stating the Company (or such assignee) is ready to pay by wire transfer, and waiving the closing at the Company’s (or such assignee’s) office, and requesting Employee (or Employee’s legal representative) to provide the name and address of the bank to which such wire transfer shall be made. (dii) If for any reason the Company (or an assignee of the Repurchase Option) does not elect to exercise purchase all of your Restricted Shares pursuant to the Vested Repurchase Option conferred above by giving and/or the requisite notice within ninety (90) days following the date of the Termination of Employment, the Repurchase Option shall terminate. Following the termination of the Unvested Repurchase Option, then MDCP shall be entitled to exercise the Company’s Vested Repurchase Option and/or Unvested Repurchase Option in the manner set forth in this paragraph 5(a)(ii) for all or any portion of the number of Restricted Shares will remain subject the Company has not elected to purchase (the “Available Shares”). As soon as practicable after the Company has determined that there shall be Available Shares, but in any event within 30 days after the applicable expiration date in accordance with paragraph 5(a)(i), the Company shall deliver written notice (the “Available Share Repurchase Notice”) to MDCP setting forth the number of Available Shares and the price for each Available Share. MDCP may elect to purchase any number of Available Shares by delivering written notice to the Stockholders’ AgreementCompany within 45 days after receipt of the Available Share Repurchase Notice from the Company. As soon as practicable, and in any event within 15 days after the expiration of such 45-day period, the Company shall notify you (and any other holder(s) of Vested Shares) as to the number of Restricted Shares being purchased from you (and such other holder(s) of Vested Shares) by MDCP (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to you (and such other holder(s) of Vested Shares), MDCP shall also receive written notice from the Company setting forth the number of shares the Company is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Unvested Shares and Vested Shares to be repurchased hereunder shall be allocated among the Company and MDCP pro rata according to the number of shares of Restricted Stock to be purchased by each of them.

Repurchase of Restricted Shares. If your service as a director of the Company and/or Pierre Foods, Inc. shall cease for any reason whatsoever, including but not limited to, upon your death, disability, resignation or termination (a) In such cessation of service a “Termination” and the event of Employee’s date on which such cessation occurs being referred to as the “Termination of EmploymentDate”), the Company and/or MDCP shall have the right and option, but not obligation, option to purchase from Employee, or Employee’s personal representative, as the case may be, any or all of the repurchase your unvested Restricted Shares which are subject to such right (the “Unvested Shares”) and option as of vested Restricted Shares (the date of the Termination of Employment“Vested Shares”), in accordance with this paragraph 5(a), at the lesser price determined in accordance with the provisions of paragraph 5(c) (i) the per share option to purchase price paid by Employee for such Restricted Shares, or (ii) the then current Fair Market Value of such Restricted Shares. Such right and option shall be Unvested Shares is referred to herein as the “Unvested Share Repurchase Option.” The Company shall have and the right option to assign at any time purchase Vested Shares is referred to herein as the “Vested Share Repurchase Option, whether or not the Repurchase Option is then exercisable, to one or more persons as may be selected by the Company. (b) The Company (or any assignee thereof) may exercise the Repurchase Option by delivering personally or by registered mail, to Employee (or Employee’s legal representative), within ninety (90) days of the Termination of Employment, a notice in writing indicating the Company’s (or such assignee’s) intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s (or such assignee’s) office. At the closing, the holder of the certificates for the Restricted Shares being transferred shall deliver the stock certificate or certificates evidencing the Restricted Shares, and the Company (or such assignee) shall deliver the purchase price therefor to Employee (or Employee’s legal representative”). (ci) Payment The Company may elect to purchase all or any portion of your Restricted Shares by delivery of a Repurchase Notice to you (and with respect to Vested Shares, any other holder(s) of Vested Shares) not more than 30 days after the applicable Termination Date. The Repurchase Notice shall set forth the number of Vested Shares and/or Unvested Shares to be acquired from you and such other holder(s), the aggregate consideration to be paid for such shares and the time and place for the closing of the purchase price for the Restricted transaction. The number of Vested Shares purchased to be repurchased by the Company (or an assignee shall first be satisfied, to the extent possible, from the Vested Shares held by you at the time of delivery of the Repurchase Option) upon Notice. If the exercise number of Vested Shares then held by you is less than the Repurchase Option shalltotal number of Vested Shares the Company has elected to purchase, then the Company shall purchase the remaining shares elected to be purchased from the other holders thereof, pro rata according to the number of shares held by each such holder at the option time of delivery of such Repurchase Notice (determined as close as practical to the Company (or any such assigneenearest whole share), be made in cash, by check or cash equivalent, in immediately available funds. At its option, the Company (or such assignee) may elect to make payment for such Restricted Shares by wire transfer of immediately available funds to a bank located in the United States and selected by Employee (or Employee’s legal representative). The Company (or such assignee) shall avail itself of this option by a notice in writing to Employee (or such Employee’s legal representative) stating the Company (or such assignee) is ready to pay by wire transfer, and waiving the closing at the Company’s (or such assignee’s) office, and requesting Employee (or Employee’s legal representative) to provide the name and address of the bank to which such wire transfer shall be made. (dii) If for any reason the Company (or an assignee of the Repurchase Option) does not elect to exercise purchase all of your Restricted Shares pursuant to the Vested Repurchase Option conferred above by giving and/or the requisite notice within ninety (90) days following the date of the Termination of Employment, the Repurchase Option shall terminate. Following the termination of the Unvested Repurchase Option, then MDCP shall be entitled to exercise the Company’s Vested Repurchase Option and/or Unvested Repurchase Option in the manner set forth in this paragraph 5(a)(ii) for all or any portion of the number of Restricted Shares will remain subject the Company has not elected to purchase (the “Available Shares”). As soon as practicable after the Company has determined that there shall be Available Shares, but in any event within 30 days after the applicable Termination Date, the Company shall deliver written notice (the ”Available Share Repurchase Notice”) to MDCP setting forth the number of Available Shares and the price for each Available Share. MDCP may elect to purchase any number of Available Shares by delivering written notice to the Stockholders’ AgreementCompany within 45 days after receipt of the Available Share Repurchase Notice from the Company. As soon as practicable, and in any event within 15 days after the expiration of such 45-day period, the Company shall notify you (and any other holder(s) of Vested Shares) as to the number of Restricted Shares being purchased from you (and such other holder(s) of Vested Shares) by MDCP (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to you (and such other holder(s) of Vested Shares), MDCP shall also receive written notice from the Company setting forth the number of shares the Company is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction.

Repurchase of Restricted Shares. (a) In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of Employee’s Termination of Employmentthe Commencement Date (as defined therein) (the "Repurchase Event"), the Company shall have the right and option, (but not the obligation) (the "Repurchase Option"), to purchase from Employeebe exercised in its sole discretion, to repurchase all or Employee’s personal representative, as the case may be, any or all portion of the Restricted Shares which are subject (whether held by the Stockholders or one or more of any Stockholder's Permitted Transferees) pursuant to such right the terms and option as conditions set forth in this Section 2. (a) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the date Restricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event. The Repurchase Notice shall set forth the number of Restricted Shares to be repurchased, the aggregate consideration to be paid for such shares, and the time and place for the closing of the Termination of Employment, at the lesser of (i) the per share transaction. The purchase price paid by Employee payable for such each Restricted Shares, or (ii) Share shall equal the then current Fair Market Value of such share. If the Company decides to repurchase Restricted Shares. Such right and option shall be referred Shares from any Stockholder pursuant to herein this Section 2, then the Company must purchase that number of Restricted Shares which it has elected to repurchase from all of the Stockholders pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the “Repurchase Option.” The Company shall have the right to assign at any time the Repurchase Option, whether or not the Repurchase Option is then exercisable, to one or more persons as may be selected by the Companynearest whole share). (b) The closing of the repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (or any assignee thereof60) may exercise days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Shares to be purchased pursuant to the Repurchase Option by delivering personally delivery of a check or wire transfer of funds, in the aggregate amount of the repurchase price for such shares; provided, however, that in the event the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by registered mailthe Medical Group pursuant to Section 13.5 of the Management Services Agreement, the total amount of such sums may be offset by the Company against any amounts owed by the Company to Employee the Stockholders pursuant to this Agreement (if any such Stockholder is, at such time, an equity owner of or Employee’s legal representativepartner in the Medical Group), within ninety (90) days such offset amount to be allocated pro rata among all of the Termination Stockholders who at such time hold equity of Employment, a notice or are partners in writing indicating the Company’s (or such assignee’s) intention Medical Group. The Company shall be entitled to exercise require the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing signature of such notice. The closing shall take place at the Company’s Stockholder to be guaranteed and to receive representations and warranties from such Stockholder regarding (or x) such assignee’s) office. At the closingStockholder's power, the holder of the certificates for the Restricted Shares being transferred shall deliver the stock certificate or certificates evidencing the authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the Company absence of any liens, pledges, and other encumbrances on such Restricted Shares and (z) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Stockholder or such assignee) shall deliver the purchase price therefor to Employee (or Employee’s legal representative)Stockholder's assets are bound resulting from such sale. (c) Payment Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the purchase price for the Restricted Shares purchased by the Company (or an assignee under this Section 2 shall be subject to applicable restrictions, if any, contained in its certificate of the Repurchase Option) upon the exercise of the Repurchase Option shallincorporation, at the option of any financing agreement to which the Company (is a party, Federal law or the Delaware General Corporation Law. If any such assignee), be made in cash, by check restrictions prohibit or cash equivalent, in immediately available funds. At its optionotherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company (or may make such assignee) may elect repurchases as soon as it is permitted to do so; provided that in no event shall the Company be permitted to make payment for any such Restricted Shares by wire transfer of immediately available funds to a bank located in repurchases more than 180 days after the United States and selected by Employee (or Employee’s legal representative). The Company (or such assignee) shall avail itself of this option by a notice in writing to Employee (or such Employee’s legal representative) stating the Company (or such assignee) is ready to pay by wire transfer, and waiving the closing at the Company’s (or such assignee’s) office, and requesting Employee (or Employee’s legal representative) to provide the name and address fourth anniversary of the bank to which such wire transfer shall be madeCommencement Date. (d) If In the Company (or an assignee of the Repurchase Option) does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the date of the Termination of Employment, the Repurchase Option shall terminate. Following the termination of the Repurchase Option, the event that any Restricted Shares will remain subject are repurchased pursuant to this Section 2, such Stockholder and his or her successors and assigns shall, at the Stockholders’ AgreementCompany's expense, take all reasonable steps to obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of such repurchase in a timely manner.

Repurchase of Restricted Shares. (a) In the event of Employee’s Termination the termination of Employmentthe Management Services Agreement pursuant to Section 13 thereof (the "Repurchase Event") on or before the fourth anniversary of the date hereof, the Company shall have the right and option, (but not the obligation) (the "Repurchase Option"), to purchase from Employeebe exercised in its sole discretion, to repurchase all or Employee’s personal representative, as the case may be, any or all portion of the Restricted Shares which are subject to such right (whether vested or unvested and option as of whether held by the date of the Termination of Employment, at the lesser of (i) the per share purchase price paid by Employee for such Restricted Shares, Stockholder or (ii) the then current Fair Market Value of such Restricted Shares. Such right and option shall be referred to herein as the “Repurchase Option.” The Company shall have the right to assign at any time the Repurchase Option, whether or not the Repurchase Option is then exercisable, to one or more persons as may be selected by of the CompanyStockholder's Permitted Transferees) pursuant to the terms and conditions set forth in this Section 3. (b) The Company (may elect to repurchase all or any assignee thereof) may exercise portion of the Repurchase Option Restricted Shares by delivering personally or by registered mail, written notice (the "Repurchase Notice") to Employee (or Employee’s legal representative), the Stockholder within ninety (90) days of the Termination of Employment, a notice in writing indicating the Company’s (or such assignee’s) intention to exercise after the Repurchase Option and setting forth a date for closing not later Event; provided, however, that if the Company elects to repurchase less than thirty (30) days from the mailing all of such notice. The closing shall take place at the Company’s (or such assignee’s) office. At the closing, the holder of the certificates for the Restricted Shares being transferred shall deliver the stock certificate or certificates evidencing the Restricted Shares, the Company shall first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the aggregate consideration to be paid for such shares, and the Company (or time and place for the closing of the transaction. The purchase price payable for each Unvested Share shall equal the Original Value of such assignee) shall deliver share and the purchase price therefor payable for each Vested Share shall equal the Fair Market Value of such share. If the Company decides to Employee repurchase Restricted Shares from any Stockholder pursuant to this Section 3(b), then the Company must purchase that number of Restricted Shares which it has elected to repurchase from all of the Stockholders pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (or Employee’s legal representativedetermined as nearly as practicable to the nearest whole share). (c) Payment The closing of the purchase price repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for the Restricted Shares to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds in the aggregate amount of the repurchase price for such shares; provided, however, that in the event the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to Section 13.5 or 14.1 of the Management Services Agreement, the total amount of such sums may be offset by the Company against any amounts owed by the Company to the Stockholder pursuant to this Agreement (if such Stockholder is, at such time, an equity owner of or an assignee partner in the Medical Group), such offset amount to be allocated pro rata among all of the Repurchase OptionStockholders who at such time hold equity of or are partners in the Medical Group. The Company's payment under this Section 3(c) upon shall be subject to the exercise terms and provisions of the Repurchase Option shallany financing agreement, at the option of if any, to which the Company is a party, its certificate of incorporation and the operation of law. The Company shall be entitled to receive representations and warranties from the Stockholder regarding (or any i) the Stockholder's power, authority and legal capacity to enter into such assignee)sale and to transfer valid right, be made title and interest in cashsuch Restricted Shares, by check or cash equivalent, in immediately available funds. At its option, (ii) the Company (or such assignee) may elect to make payment for Stockholder's ownership of such Restricted Shares by wire transfer and the absence of immediately available funds to a bank located in the United States and selected by Employee (or Employee’s legal representative). The Company (or such assignee) shall avail itself of this option by a notice in writing to Employee (or such Employee’s legal representative) stating the Company (or such assignee) is ready to pay by wire transferany liens, pledges, and waiving other encumbrances on such Restricted Shares and (iii) the closing at the Company’s (absence of any violation, default, or such assignee’s) office, and requesting Employee (acceleration of any agreement or Employee’s legal representative) to provide the name and address of the bank instrument pursuant to which the Stockholder or the Stockholder's assets are bound resulting from such wire transfer shall be madesale. (d) If In the Company (or an assignee event of the Repurchase OptionCessation of Active Practice, the death or permanent disability of the Stockholder (the "Reallocation Event"), the following provisions shall apply. (i) does Such Stockholder or the estate (in the case of death) of such Stockholder shall transfer to the remaining Stockholders, if any, all of the Unvested Shares (not elect Vested Shares) held by such Stockholder (such transfer to exercise be made pro rata according to the Repurchase Option conferred above number of shares of Restricted Stock (vested and unvested) held by giving all of the requisite notice within ninety Stockholders at the time of the Reallocation Event). Such Unvested Shares shall be transferred for no consideration and the stock certificate(s) representing those shares shall be delivered to the Company, no later than sixty (9030) days following after the date Cessation of Practice, death or disability of the Termination Stockholder, duly endorsed for transfer in accordance with this Section 3(d). The Company shall within thirty (30) days thereafter issue and deliver to each of Employment, such remaining Stockholders a certificate representing that number of shares of Restricted Stock which such Stockholder is entitled to receive pursuant to this Section 3(d). The Unvested Shares acquired by the Repurchase Option remaining Stockholders shall terminate. Following the termination of the Repurchase Option, the Restricted Shares will remain subject to the Stockholders’ vesting schedule set forth in Section 2(a) hereof. (ii) Notwithstanding anything contained herein to the contrary, in the event that the Management Fee (as defined in the Management Services Agreement) for the 12-month period immediately following the Reallocation Event is less than ninety percent (90%) of the greater of (A) the Management Fee for the 12-month period immediately preceding the Reallocation Event (the "Preceding Period") and (B) the Management Fee for the 12-month period prior to the Preceding Period, the Company shall have the right (but not the obligation), to be exercised in its sole discretion, to repurchase from each of those remaining Stockholders who acquired shares pursuant to Section 3(d)(i) above all or any portion of such shares of Restricted Stock. In the event the Company elects to repurchase such shares, which shares shall be deemed Unvested Shares for the purposes of this Section 3(d)(ii) and Section 3(d)(iii) below, the Company shall do so within 60 days after its determination that such circumstance exists in accordance with the provisions of Section 3(d)(iii) below. (iii) In the event that there are no remaining Stockholders to whom the Unvested Shares may be transferred in accordance with Section 3(d)(i) above, the Company shall repurchase all of the Unvested Shares of the Stockholder pursuant to the following terms. The repurchase price for each Unvested Share shall be equal to the Original Value of such share, and such repurchase price shall be paid in full in cash not later than sixty (60) days after the date on which the Company determines that such Reallocation Event has occurred. (iv) For purposes of this Section 3(d), if the Stockholder is insured under a disability insurance policy, the determination under such policy as to whether the Stockholder's condition constitutes a permanent disability shall be binding on the parties hereto for purposes of this Section 3(d). If the Stockholder is not insured under a policy of disability insurance, such determination shall be made by an independent qualified physician proposed by the Medical Group, subject to the approval of the Company, which approval shall not be unreasonably withheld. (v) Nothing contained in this Section 3(d) shall be construed to eliminate or reduce the right of the Company to repurchase shares of Restricted Stock (whether vested or unvested) from any Stockholder in accordance with the terms and provisions of Section 3(a). (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Restricted Shares by the Company under this Section 3 shall be subject to applicable restrictions, if any, contained in its certificate of incorporation, any financing agreement to which the Company is a party, Federal law or in the Delaware General Corporation Law and, if any such restrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (f) In the event that any Restricted Shares are repurchased pursuant to this Section 3, the Stockholder and his or her successors and assigns shall, at the Company's expense, take all reasonable steps to obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of such repurchase in a timely manner.

Repurchase of Restricted Shares. (a) In the event of Employee’s Termination the termination of Employmentthe Management Services Agreement pursuant to Section 13 thereof (the "Repurchase Event") on or before the fourth anniversary of the date hereof, the Company shall have the right and option, (but not the obligation) (the "Repurchase Option"), to purchase from Employeebe exercised in its sole discretion, to repurchase all or Employee’s personal representative, as the case may be, any or all portion of the Restricted Shares which are subject to such right (whether vested or unvested and option as of whether held by the date of the Termination of Employment, at the lesser of (i) the per share purchase price paid by Employee for such Restricted Shares, Stockholder or (ii) the then current Fair Market Value of such Restricted Shares. Such right and option shall be referred to herein as the “Repurchase Option.” The Company shall have the right to assign at any time the Repurchase Option, whether or not the Repurchase Option is then exercisable, to one or more persons as may be selected by of the CompanyStockholder's Permitted Transferees) pursuant to the terms and conditions set forth in this Section 3. (b) The Company (may elect to repurchase all or any assignee thereof) may exercise portion of the Repurchase Option Restricted Shares by delivering personally or by registered mail, written notice (the "Repurchase Notice") to Employee (or Employee’s legal representative), the Stockholder within ninety (90) days of the Termination of Employment, a notice in writing indicating the Company’s (or such assignee’s) intention to exercise after the Repurchase Option and setting forth a date for closing not later Event; provided, however, that if the Company elects to repurchase less than thirty (30) days from the mailing all of such notice. The closing shall take place at the Company’s (or such assignee’s) office. At the closing, the holder of the certificates for the Restricted Shares being transferred shall deliver the stock certificate or certificates evidencing the Restricted Shares, the Company shall first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the aggregate consideration to be paid for such shares, and the Company (or time and place for the closing of the transaction. The purchase price payable for each Unvested Share shall equal the Original Value of such assignee) shall deliver share and the purchase price therefor payable for each Vested Share shall equal the Fair Market Value of such share. If the Company decides to Employee repurchase Restricted Shares from any Stockholder pursuant to this Section 3(b), then the Company must purchase that number of Restricted Shares which it has elected to repurchase from all of the Stockholders pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (or Employee’s legal representativedetermined as nearly as practicable to the nearest whole share). (c) Payment The closing of the purchase price repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for the Restricted Shares to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds in the aggregate amount of the repurchase price for such shares; provided, however, that in the event the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to Section 13.5 or 14.1 of the Management Services Agreement, the total amount of such sums may be offset by the Company against any amounts owed by the Company to the Stockholder pursuant to this Agreement (if such Stockholder is, at such time, an equity owner of or an assignee partner in the Medical Group), such offset amount to be allocated pro rata among all of the Repurchase OptionStockholders who at such time hold equity of or are partners in the Medical Group. The Company's payment under this Section 3(c) upon shall be subject to the exercise terms and provisions of any financing agreement, if any, to which the Company is a party, its certificate of incorporation and the operation of law. The Company shall be entitled to require the signature of the Repurchase Option shallStockholder to be guaranteed and to receive representations and warranties from the Stockholder regarding (i) the Stockholder's power, at authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (i i) the option Stockholder's ownership of the Company (or any such assignee), be made in cash, by check or cash equivalent, in immediately available funds. At its option, the Company (or such assignee) may elect to make payment for such Restricted Shares by wire transfer and the absence of immediately available funds to a bank located in the United States and selected by Employee (or Employee’s legal representative). The Company (or such assignee) shall avail itself of this option by a notice in writing to Employee (or such Employee’s legal representative) stating the Company (or such assignee) is ready to pay by wire transferany liens, pledges, and waiving other encumbrances on such Restricted Shares and (iii) the closing at the Company’s (absence of any violation, default, or such assignee’s) office, and requesting Employee (acceleration of any agreement or Employee’s legal representative) to provide the name and address of the bank instrument pursuant to which the Stockholder or the Stockholder's assets are bound resulting from such wire transfer shall be madesale. (d) In the event of the Cessation of Active Practice, the death or permanent disability of the Stockholder, the Company shall repurchase all of the Unvested Shares of the Stockholder pursuant to the following terms. The repurchase price for each Unvested Share shall be equal to the Original Value of such share, and such repurchase price shall be paid in full in cash not later than sixty (60) days after the date of Cessation of Active Practice, death or permanent disability of the Stockholder. For purposes of this Section 3(d), if the Stockholder is insured under a disability insurance policy, the determination under such policy as to whether the Stockholder's condition constitutes a permanent disability shall be binding on the parties hereto for purposes of this Section 3(d). If the Company (or Stockholder is not insured under a policy of disability insurance, such determination shall be made by an assignee independent qualified physician proposed by the Medical Group, subject to the approval of the Repurchase OptionCompany, which approval shall not be unreasonably withheld. (e) does In the event that the Stockholder is required, prior to the consummation of an initial public offering of the Company's Common Stock pursuant to the 1933 Act or prior to the second anniversary of the date hereof, whichever is later, to pay any state or Federal taxes in connection with the receipt of the Restricted Shares hereunder, the Stockholder shall have the right to sell to the Company, and the Company shall be obligated to purchase from the Stockholder, for the purchase price determined in accordance with this Section 3, such number of shares of Vested Stock as the Stockholder may tender to the Company, provided that the purchase price therefor shall not elect exceed the total amount of the Stockholder's tax liability incurred in connection with the receipt of such stock. In the event that the Stockholder desires to exercise the Repurchase Option right conferred above by giving under this Section 3(e), the requisite Stockholder shall give notice within ninety to the Company not earlier than forty-five (9045) days following prior to, nor later than forty-five (45) days after, the date on which such taxes are due and payable, and the Stockholder shall furnish to the Company reasonable documentation prepared by the Stockholder's certified public accountant establishing the amo unt of such tax liability. (f) Notwithstanding anything to the Termination contrary contained in this Agreement, all repurchases of EmploymentRestricted Shares by the Company shall be subject to applicable restrictions, if any, contained in Federal law or in the Delaware General Corporation Law and, if any such restrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Repurchase Option shall terminate. Following Company may make such repurchases as soon as it is permitted to do so under the termination of applicable Federal law or the Repurchase OptionDelaware General Corporation Law. (g) In the event that any Restricted Shares are repurchased pursuant to this Section 3 (other than pursuant to Section 3(e)), the Restricted Shares will remain subject Stockholder and his or her successors and assigns shall, at the Company's expense, take all reasonable steps to the Stockholders’ Agreementobtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of such repurchase in a timely manner.