Common use of Repurchase of Shares by Company Clause in Contracts

Repurchase of Shares by Company. (a) Upon an occurrence described in Section 7(b) or 7(c) hereof, and subject to any prohibitions on the purchase of Shares by the Company under applicable law or any agreement binding on the Company, the Shareholder shall sell, if the Company elects to purchase, the number of Shares determined under the applicable subsection at a price per share equal to the Value as of the date on which such Shares are to be purchased by the Company. Notwithstanding the foregoing, if the Company is prohibited from purchasing the Shares by applicable law or by any contract or agreement binding on the Company, including without limitation any loan agreement, the Company may elect to purchase the Shares determined under the applicable subsection as soon as practicable after it determines in good faith that it is legally and contractually permitted to do so. If Shareholder paid for all or any part of the Shares with a promissory note or notes payable to the Company, the Company will, and Shareholder hereby authorizes the Company to, offset against any amounts owing to Shareholder by the Company with respect to Shares purchased hereunder any amounts outstanding for principal or accrued interest under such promissory note(s). Any amount so offset shall be deducted from the purchase price to be paid under this section upon the purchase of the Shares by the Company. The balance of the purchase price for the Shares, if any, shall be paid by the Company, in its sole and absolute discretion, either in cash or by delivery of a non-transferable promissory note in the form of Exhibit C hereto (the "Note"). The Note shall bear simple interest at Bank of America's (or its successor's) reference rate as of the date hereof and may be for term of up to five years. The Note shall be paid in equal annual installments of principal plus all accrued and unpaid interest on the total principal amount. Subject to the preceding sentence, the actual term of the Note will be determined in the sole and absolute discretion of the Company. The indebtedness evidenced by the Note, both principal and interest, shall be subordinated and junior, to the extent set forth in the next sentence, to all indebtedness of the Company, both principal and interest (accrued and accruing thereon both before and after the date of filing a petition in any bankruptcy, insolvency, reorganization or receivership proceedings, whether or not allowed as a claim in such case or proceeding) in respect of borrowed money, whether outstanding on the date of the Note or thereafter created, incurred or assumed (collectively, the "Senior Debt"); provided, that such Senior Debt shall not include any obligation of the Company under the Equity Plan to repurchase shares of its common stock. Upon the maturity of any of the Senior Debt by lapse of time, acceleration or otherwise, all principal of, and interest on, all such matured Senior Debt shall first be paid in full before any payment is made by the Company on account of principal of, or interest on, the Note. (b) The Company shall have the right to purchase, and in the event the Company elects to purchase, the Shareholder shall sell to the Company, all of the Shareholder's Shares, if the Company determines that any one or more of the following past or present acts or events have occurred: (1) the Shareholder engages or has engaged in behavior that is disruptive to the Company, or (2) the Shareholder interferes with (or has interfered with) or engages in conduct that interferes with (or has interfered with) the efficient operation of the Company or any office of the Company, or (3) the Shareholder engages or has engaged in acts or conduct that are injurious to or otherwise harm the Company or any office of the Company, or (4) the Shareholder breaches or has breached any agreement with the Company, or (5) the Shareholder engages or has engaged in conduct or acts detrimental to the Company, or (6) the Shareholder becomes or became affiliated with a competitor, or develops, or make a contribution to, a competing enterprise, (7) the Shareholder discloses or has disclosed confidential Company information to a third party, or (8) the Shareholder is or was convicted of a felony or other crime involving fraud, dishonesty or acts of moral turpitude. If the Company determines that any one or more of the foregoing acts or events has occurred, the Shareholder may appeal such determination to the Equity Committee within ten days of receipt of written notice of such determination from the Company. The Equity Committee shall have 30 days to either confirm or overturn the Company's determination. If the Equity Committee confirms the Company's determination, the Equity Committee shall also determine if the Shareholder's acts or conduct are curable by the Shareholder. If the Equity Committee determines that the Shareholder's acts or conduct are curable, then the Shareholder shall be given thirty (30) days following notice of the Equity Committee's decision to cure such acts or conduct, and an additional ten (10) days to provide proof of such cure acceptable to the Equity Committee. If the Equity Committee determines that the acts or conduct are not curable, or the Shareholder does not provide proof that curable acts or conduct have been cured, then the determination that the Shareholder engaged in acts or conduct detrimental to the Company shall be final and binding. Shareholder acknowledges that the Company's purchase right under this subsection 7(b) may be financially disadvantageous to the Shareholder if, at the time of the purchase, there is a large differential between the Value (as that term is defined herein) of the Shares to be purchased and the then market value of such shares. (c) At any time, but not more frequently than once in any two- year period, the Equity Committee may determine that the Company shall have the right to purchase the number of Shares determined by the Equity Committee (a "Company Call"). No Company Call shall be for a number of Shareholder's Shares greater than ten percent (10%) of the Shares for which Sales are not yet permissible under Section 5 hereof. The Equity Committee shall make its determination under this Section 7(c) based upon the Equity Committee's assessment of market conditions for the Company's common stock and the Company's recent financial performance. Any Company Call shall be made on a pro rata basis among the shareholders with whom the Company has entered into agreements similar to this Agreement. Provided, however, this Section 7 does not apply to Shares released for sale under Section 5 herein.

Repurchase of Shares by Company. Upon the termination of ------------- ----------------- Shareholder's employment with the Company (a) Upon an occurrence described in Section 7(b) or 7(c) hereoffor any reason whatsoever), and subject to any prohibitions on the purchase of Shares by the Company under applicable law or any agreement binding on the Company, the Shareholder shall sell, if sell and the Company elects to purchase, shall purchase the number of Shares determined under the applicable subsection at a price per share equal to the Value of a share of Company Common Stock as of the date on which such Shares are to be purchased by the Company. Company and Shareholder agree that Company shall purchase the Shares on a date specified by Company, which shall not be later than 90 days after termination of Shareholder's employment with the Company. Notwithstanding the foregoing, if the Company is prohibited from purchasing the Shares by applicable law or by any contract or agreement binding on the Company, including without limitation any loan agreement, the Company may elect to will purchase the Shares determined under the applicable subsection as soon as practicable after it determines in good faith that it is legally and contractually permitted to do so. If Shareholder paid for all or any part of the Shares with a promissory note or notes payable to the Company, the Company will, and Shareholder hereby authorizes the Company to, offset against any amounts owing to Shareholder by the Company with respect to Shares purchased hereunder any amounts outstanding for principal or accrued interest under such promissory note(s). Any amount so offset shall be deducted from the purchase price to be paid under this section upon the purchase of the Shares by the Company. The balance of the purchase price for the Shares, if any, shall be paid by the Company, in its sole and absolute discretion, either in cash or by delivery of a non-transferable promissory note in the form of Exhibit C hereto (the "Note"); provided, however, that if termination of employment is due to Shareholder's death, the balance of the purchase price shall be paid in cash. The Note shall bear simple interest at Bank of America's (or its successor's) reference rate as of the date hereof and may be for term of up to five years. The Note shall be paid in equal annual installments of principal plus all accrued and unpaid interest on the total principal amount. Subject to the preceding sentence, the actual term of the Note will be determined in the sole and absolute discretion of the Company. The indebtedness evidenced by the Note, both principal and interest, shall be subordinated and junior, to the extent set forth in the next sentence, to all indebtedness of the Company, both principal and interest (accrued and accruing thereon both before and after the date of filing a petition in any bankruptcy, insolvency, reorganization or receivership proceedings, whether or not allowed as a claim in such case or proceeding) in respect of borrowed money, whether outstanding on the date of the Note or thereafter created, incurred or assumed (collectively, the "Senior Debt"); provided, that such Senior Debt shall not include any obligation of the Company under the Equity Plan Plans to repurchase shares of its common stock. Upon the maturity of any of the Senior Debt by lapse of time, acceleration or otherwise, all principal of, and interest on, all such matured Senior Debt shall first be paid in full before any payment is made by the Company on account of principal of, or interest on, the Note. (b) The Company shall have the right to purchase, and in the event the Company elects to purchase, the Shareholder shall sell to the Company, all of the Shareholder's Shares, if the Company determines that any one or more of the following past or present acts or events have occurred: (1) the Shareholder engages or has engaged in behavior that is disruptive to the Company, or (2) the Shareholder interferes with (or has interfered with) or engages in conduct that interferes with (or has interfered with) the efficient operation of the Company or any office of the Company, or (3) the Shareholder engages or has engaged in acts or conduct that are injurious to or otherwise harm the Company or any office of the Company, or (4) the Shareholder breaches or has breached any agreement with the Company, or (5) the Shareholder engages or has engaged in conduct or acts detrimental to the Company, or (6) the Shareholder becomes or became affiliated with a competitor, or develops, or make a contribution to, a competing enterprise, (7) the Shareholder discloses or has disclosed confidential Company information to a third party, or (8) the Shareholder is or was convicted of a felony or other crime involving fraud, dishonesty or acts of moral turpitude. If the Company determines that any one or more of the foregoing acts or events has occurred, the Shareholder may appeal such determination to the Equity Committee within ten days of receipt of written notice of such determination from the Company. The Equity Committee shall have 30 days to either confirm or overturn the Company's determination. If the Equity Committee confirms the Company's determination, the Equity Committee shall also determine if the Shareholder's acts or conduct are curable by the Shareholder. If the Equity Committee determines that the Shareholder's acts or conduct are curable, then the Shareholder shall be given thirty (30) days following notice of the Equity Committee's decision to cure such acts or conduct, and an additional ten (10) days to provide proof of such cure acceptable to the Equity Committee. If the Equity Committee determines that the acts or conduct are not curable, or the Shareholder does not provide proof that curable acts or conduct have been cured, then the determination that the Shareholder engaged in acts or conduct detrimental to the Company shall be final and binding. Shareholder acknowledges that the Company's purchase right under this subsection 7(b) may be financially disadvantageous to the Shareholder if, at the time of the purchase, there is a large differential between the Value (as that term is defined herein) of the Shares to be purchased and the then market value of such shares. (c) At any time, but not more frequently than once in any two- year period, the Equity Committee may determine that the Company shall have the right to purchase the number of Shares determined by the Equity Committee (a "Company Call"). No Company Call shall be for a number of Shareholder's Shares greater than ten percent (10%) of the Shares for which Sales are not yet permissible under Section 5 hereof. The Equity Committee shall make its determination under this Section 7(c) based upon the Equity Committee's assessment of market conditions for the Company's common stock and the Company's recent financial performance. Any Company Call shall be made on a pro rata basis among the shareholders with whom the Company has entered into agreements similar to this Agreement. Provided, however, this Section 7 does not apply to Shares released for sale under Section 5 herein.

Repurchase of Shares by Company. (a) Upon an occurrence described in Section 7(b) or 7(c) hereof, and subject to any prohibitions on the purchase of Shares by the Company under applicable law or any agreement binding on the Company, the Shareholder shall sell, if the Company elects to purchase, the number of Shares determined under the applicable subsection at a price per share equal to the Value as of the date on which such Shares are to be purchased by the Company. Notwithstanding the foregoing, if the Company is prohibited from purchasing the Shares by applicable law or by any contract or agreement binding on the Company, including without limitation any loan agreement, the Company may elect to purchase the Shares determined under the applicable subsection as soon as practicable after it determines in good faith that it is legally and contractually permitted to do so. If Shareholder paid for all or any part of the Shares with a promissory note or notes payable to the Company, the Company will, and Shareholder hereby authorizes the Company to, offset against any amounts owing to Shareholder by the Company with respect to Shares purchased hereunder any amounts outstanding for principal or accrued interest under such promissory note(s). Any amount so offset shall be deducted from the purchase price to be paid under this section upon the purchase of the Shares by the Company. The balance of the purchase price for the Shares, if any, shall be paid by the Company, in its sole and absolute discretion, either in cash or by delivery of a non-transferable promissory note in the form of Exhibit C hereto (the "Note"). The Note shall bear simple interest at Bank of America's (or its successor's) reference rate as of the date hereof and may be for term of up to five years. The Note shall be paid in equal annual installments of principal plus all accrued and unpaid interest on the total principal amount. Subject to the preceding sentence, the actual term of the Note will be determined in the sole and absolute discretion of the Company. The indebtedness evidenced by the Note, both principal and interest, shall be subordinated and junior, to the extent set forth in the next sentence, to all indebtedness of the Company, both principal and interest (accrued and accruing thereon both before and after the date of filing a petition in any bankruptcy, insolvency, reorganization or receivership proceedings, whether or not allowed as a claim in such case or proceeding) in respect of borrowed money, whether outstanding on the date of the Note or thereafter created, incurred or assumed (collectively, the "Senior Debt"); provided, that such Senior Debt shall not include any obligation of the Company under the Equity Plan to repurchase shares of its common stock. Upon the maturity of any of the Senior Debt by lapse of time, acceleration or otherwise, all principal of, and interest on, all such matured Senior Debt shall first be paid in full before any payment is made by the Company on account of principal of, or interest on, the Note. (b) The Company shall have the right to purchase, and in the event the Company elects to purchase, the Shareholder shall sell to the Company, all of the Shareholder's Shares, if the Company determines that any one or more of the following past or present acts or events have occurred: (1) the Shareholder engages or has engaged in behavior that is disruptive to the Company, or (2) the Shareholder interferes with (or has interfered with) or engages in conduct that interferes with (or has interfered with) the efficient operation of the Company or any office of the Company, or (3) the Shareholder engages or has engaged in acts or conduct that are injurious to or otherwise harm the Company or any office of the Company, or (4) the Shareholder breaches or has breached any agreement with the Company, or (5) the Shareholder engages or has engaged in conduct or acts detrimental to the Company, or (6) the Shareholder becomes or became affiliated with a competitor, or develops, or make a contribution to, a competing enterprise, (7) the Shareholder discloses or has disclosed confidential Company information to a third party, or (8) the Shareholder is or was convicted of a felony or other crime involving fraud, dishonesty or acts of moral turpitude. If the Company determines that any one or more of the foregoing acts or events has occurred, the Shareholder may appeal such determination to the Equity Committee within ten days of receipt of written notice of such determination from the Company. The Equity Committee shall have 30 days to either confirm or overturn the Company's determination. If the Equity Committee confirms the Company's determination, the Equity Committee shall also determine if the Shareholder's acts or conduct are curable by the Shareholder. If the Equity Committee determines that the Shareholder's acts or conduct are curable, then the Shareholder shall be given thirty (30) days following notice of the Equity Committee's decision to cure such acts or conduct, and an additional ten (10) days to provide proof of such cure acceptable to the Equity Committee. If the Equity Committee determines that the acts or conduct are not curable, or the Shareholder does not provide proof that curable acts or conduct have been cured, then the determination that the Shareholder engaged in acts or conduct detrimental to the Company shall be final and binding. Shareholder acknowledges that the Company's purchase right under this subsection 7(b) may be financially disadvantageous to the Shareholder if, at the time of the purchase, there is a large differential between the Value (as that term is defined herein) of the Shares to be purchased and the then market value of such shares. (c) At any time, but not more frequently than once in any two- two-year period, the Equity Committee may determine that the Company shall have the right to purchase the number of Shares determined by the Equity Committee (a "Company Call"). No Company Call shall be for a number of Shareholder's Shares greater than ten percent (10%) of the Shares for which Sales are not yet permissible under Section 5 hereof. The Equity Committee shall make its determination under this Section 7(c) based upon the Equity Committee's assessment of market conditions for the Company's common stock and the Company's recent financial performance. Any Company Call shall be made on a pro rata basis among the shareholders with whom the Company has entered into agreements similar to this Agreement. Provided, however, this Section 7 does not apply to Shares released for sale under Section 5 herein.

Repurchase of Shares by Company. (a) Upon an occurrence described in Section 7(b) or 7(c8(b) hereof, and subject to any prohibitions on the purchase of Shares by the Company under applicable law or any agreement binding on the Company, the Shareholder shall sell, if the Company elects to purchase, Shares in the number of Shares determined under the applicable subsection Section 8(b) at a price per share equal to the Value as of the date on which such Shares are to be purchased by the Company; provided, however, that if the Shareholder is subject to Section 16(b) under the Exchange Act, such purchase by the Company shall not occur at any time when such purchase will cause the Shareholder to incur liability under Section 16(b) and the Shareholder shall not purchase any shares of Common Stock which is not exempt or of which the sale will not yield a profit from the time the Shareholder is notified of the Company's election to purchase until the earlier of (i) the completion of the Company's purchase under this Section or (ii) six months after it receives such notice. Notwithstanding the foregoing, if the Company is prohibited from purchasing the Shares by applicable law or by any contract or agreement binding on the Company, including without limitation any loan agreement, the Company may elect to purchase the Shares determined under the applicable subsection Section 8(b) as soon as practicable after it determines in good faith that it is legally and contractually permitted to do so. If the Shareholder paid for all or any part of the Shares with a promissory note or notes payable to the Company, the Company willshall, and the Shareholder hereby authorizes the Company to, offset against any amounts owing to the Shareholder by the Company with respect to the Shares purchased hereunder any amounts outstanding for principal or accrued interest under such promissory note(s). Any amount so offset shall be deducted from the purchase price to be paid under this section Section upon the purchase of the Shares by the Company. The balance of the purchase price for the Shares, if any, shall be paid by the Company, in its sole and absolute discretion, either in cash or by delivery of a non-transferable promissory note in the form of Exhibit C hereto (the "Note"). The Note shall bear simple interest at Bank of America's (or its successor's) reference rate as of the business day prior to the date hereof on which the Note is executed and may be for a term of up to five years. The Note shall be paid in equal annual installments of principal plus all accrued and unpaid interest on the total outstanding principal amount. Subject to the preceding sentence, the actual term of the Note will shall be determined in the sole and absolute discretion of the Company. The indebtedness evidenced by the Note, both principal and interest, shall be subordinated and junior, to the extent set forth in the next sentence, to all indebtedness of the Company, both principal and interest (accrued and accruing thereon both before and after the date of filing a petition in any bankruptcy, insolvency, reorganization or receivership proceedings, whether or not allowed as a claim in such case or proceeding) in respect of borrowed money, whether outstanding on the date of the Note or thereafter created, incurred or assumed (collectively, the "Senior Debt"); provided, that such Senior Debt shall not include any obligation of the Company under the Equity Plan to repurchase shares of its common stock. Upon the maturity of any of the Senior Debt by lapse of time, acceleration or otherwise, all principal of, and interest on, all such matured Senior Debt shall first be paid in full before any payment is made by the Company on account of principal of, or interest on, the Note. (b) The Company shall have the right to purchase, and in the event the Company elects to purchase, the Shareholder shall sell to the Company, all of the Shareholder's Shares, if, prior to the IPO Date, the Shareholder's employment with the Company terminates (for any reason whatsoever). The Company shall also have the right to purchase, and in the event the Company elects to purchase, the Shareholder shall sell to the Company, all of the Shareholder's Shares, if the Shareholder has not commenced providing services to the Company in active employment by _____, 19__, whether such date is before or after the IPO Date. Furthermore, the Company shall have the right to purchase, and in the event the Company elects to purchase, the Shareholder shall sell to the Company, all of the Shareholder's Shares, if, on or after the IPO Date, the Company determines that any one or more of the following past or present acts or events have occurred: (1) the Shareholder engages or has engaged in behavior that is materially disruptive to the Company, or (2) the Shareholder materially interferes with (or has materially interfered with) or engages in conduct that materially interferes with (or has materially interfered with) the efficient operation of the Company or any office of the Company, or (3) the Shareholder engages or has engaged in acts or conduct that are materially injurious to or otherwise materially harm the Company or any office of the Company, or (4) the Shareholder breaches or has breached any agreement with the Company, or (5) the Shareholder engages or has engaged in conduct or acts materially detrimental to the Company, or (6) the Shareholder becomes or became affiliated with a competitor, or develops, or make makes a contribution to, a competing enterprise, (7) the Shareholder discloses or has disclosed confidential Company information to a third party, or (8) the Shareholder is or was convicted of a felony or other crime involving fraud, dishonesty or acts of moral turpitude. For purposes of this Section 8(b)(1)-(8), the "Company" shall include all of its affiliates and subsidiaries. If the Company determines that any one or more of the foregoing acts or events has occurred, the Shareholder may appeal such determination to the Equity Committee within ten (10) days of receipt of written notice of such determination from the Company. The Equity Committee shall have 30 days to either confirm or overturn the Company's determination. If the Equity Committee confirms determination or confirm the Company's determination, the Equity Committee shall also determine if the determination along with whether Shareholder's acts or conduct are curable by the ShareholderShareholder and provide notice of its decision within thirty (30) days from the date of receipt of the notice of appeal. If the Equity Committee determines that the Shareholder's acts or conduct are curable, then the Shareholder shall be given thirty (30) days following notice of the Equity Committee's decision to cure such acts or conduct, and an additional ten (10) days to provide proof evidence reasonably satisfactory to the Company of such cure reasonably acceptable to the Equity Committee. If the Equity Committee determines that the acts or conduct are not curable, or the Shareholder does not provide proof evidence reasonably satisfactory to the Company that curable acts or conduct have been curedcured within the specified time period, then the Company's determination that the Shareholder engaged in acts or conduct detrimental to the Company shall be final and binding. The Shareholder acknowledges that the Company's purchase right under this subsection 7(bSection 8(b) may be financially disadvantageous to the Shareholder if, at the time of the purchase, there is a large differential between the Value (as that term is defined herein) of the Shares to be purchased and the then market value of such sharesthe shares of Common Stock. (c) At any time, but not more frequently than once in any two- year period, the Equity Committee may determine that the Company shall have the right to purchase the number of Shares determined by the Equity Committee (a "Company Call"). No Company Call shall be for a number of Shareholder's Shares greater than ten percent (10%) of the Shares for which Sales are not yet permissible under Section 5 hereof. The Equity Committee shall make its determination under this Section 7(c) based upon the Equity Committee's assessment of market conditions for the Company's common stock and the Company's recent financial performance. Any Company Call shall be made on a pro rata basis among the shareholders with whom the Company has entered into agreements similar to this Agreement. Provided, however, this Section 7 does not apply to Shares released for sale under Section 5 herein.

Repurchase of Shares by Company. Upon the termination of ------------------------------- Shareholder's employment with the Company (a) Upon an occurrence described in Section 7(b) or 7(c) hereoffor any reason whatsoever), and subject to any prohibitions on the purchase of Shares by the Company under applicable law or any agreement binding on the Company, the Shareholder shall sell, if sell and the Company elects to purchase, shall purchase the number of Shares determined under the applicable subsection at a price per share equal to the Value of a share of Company Common Stock as of the date on which such Shares are to be purchased by the Company. Company and Shareholder agree that Company shall purchase the Shares on a date specified by Company, which shall not be later than 90 days after termination of Shareholder's employment with the Company. Notwithstanding the foregoing, if the Company is prohibited from purchasing the Shares by applicable law or by any contract or agreement binding on the Company, including without limitation any loan agreement, the Company may elect to will purchase the Shares determined under the applicable subsection as soon as practicable after it determines in good faith that it is legally and contractually permitted to do so. If Shareholder paid for all or any part of the Shares with a promissory note or notes payable to the Company, the Company will, and Shareholder hereby authorizes the Company to, offset against any amounts owing to Shareholder by the Company with respect to Shares purchased hereunder any amounts outstanding for principal or accrued interest under such promissory note(s). Any amount so offset shall be deducted from the purchase price to be paid under this section upon the purchase of the Shares by the Company. The balance of the purchase price for the Shares, if any, shall be paid by the Company, in its sole and absolute discretion, either in cash or by delivery of a non-transferable promissory note in the form of Exhibit C hereto (the "Note"); provided, however, that if termination of employment is due to Executive's death, the balance of the purchase price shall be paid in cash. The Note shall bear simple interest at Bank of America's (or its successor's) reference rate as of the date hereof and may be for term of up to five years. The Note shall be paid in equal annual installments of principal plus all accrued and unpaid interest on the total principal amount. Subject to the preceding sentence, the actual term of the Note will be determined in the sole and absolute discretion of the Company. The indebtedness evidenced by the Note, both principal and interest, shall be subordinated and junior, to the extent set forth in the next sentence, to all indebtedness of the Company, both principal and interest (accrued and accruing thereon both before and after the date of filing a petition in any bankruptcy, insolvency, reorganization or receivership proceedings, whether or not allowed as a claim in such case or proceeding) in respect of borrowed money, whether outstanding on the date of the Note or thereafter created, incurred or assumed (collectively, the "Senior Debt"); provided, that such Senior Debt shall not include any obligation of the Company under the Equity Plan to repurchase shares of its common stock. Upon the maturity of any of the Senior Debt by lapse of time, acceleration or otherwise, all principal of, and interest on, all such matured Senior Debt shall first be paid in full before any payment is made by the Company on account of principal of, or interest on, the Note. (b) The Company shall have the right to purchase, and in the event the Company elects to purchase, the Shareholder shall sell to the Company, all of the Shareholder's Shares, if the Company determines that any one or more of the following past or present acts or events have occurred: (1) the Shareholder engages or has engaged in behavior that is disruptive to the Company, or (2) the Shareholder interferes with (or has interfered with) or engages in conduct that interferes with (or has interfered with) the efficient operation of the Company or any office of the Company, or (3) the Shareholder engages or has engaged in acts or conduct that are injurious to or otherwise harm the Company or any office of the Company, or (4) the Shareholder breaches or has breached any agreement with the Company, or (5) the Shareholder engages or has engaged in conduct or acts detrimental to the Company, or (6) the Shareholder becomes or became affiliated with a competitor, or develops, or make a contribution to, a competing enterprise, (7) the Shareholder discloses or has disclosed confidential Company information to a third party, or (8) the Shareholder is or was convicted of a felony or other crime involving fraud, dishonesty or acts of moral turpitude. If the Company determines that any one or more of the foregoing acts or events has occurred, the Shareholder may appeal such determination to the Equity Committee within ten days of receipt of written notice of such determination from the Company. The Equity Committee shall have 30 days to either confirm or overturn the Company's determination. If the Equity Committee confirms the Company's determination, the Equity Committee shall also determine if the Shareholder's acts or conduct are curable by the Shareholder. If the Equity Committee determines that the Shareholder's acts or conduct are curable, then the Shareholder shall be given thirty (30) days following notice of the Equity Committee's decision to cure such acts or conduct, and an additional ten (10) days to provide proof of such cure acceptable to the Equity Committee. If the Equity Committee determines that the acts or conduct are not curable, or the Shareholder does not provide proof that curable acts or conduct have been cured, then the determination that the Shareholder engaged in acts or conduct detrimental to the Company shall be final and binding. Shareholder acknowledges that the Company's purchase right under this subsection 7(b) may be financially disadvantageous to the Shareholder if, at the time of the purchase, there is a large differential between the Value (as that term is defined herein) of the Shares to be purchased and the then market value of such shares. (c) At any time, but not more frequently than once in any two- year period, the Equity Committee may determine that the Company shall have the right to purchase the number of Shares determined by the Equity Committee (a "Company Call"). No Company Call shall be for a number of Shareholder's Shares greater than ten percent (10%) of the Shares for which Sales are not yet permissible under Section 5 hereof. The Equity Committee shall make its determination under this Section 7(c) based upon the Equity Committee's assessment of market conditions for the Company's common stock and the Company's recent financial performance. Any Company Call shall be made on a pro rata basis among the shareholders with whom the Company has entered into agreements similar to this Agreement. Provided, however, this Section 7 does not apply to Shares released for sale under Section 5 herein.

Repurchase of Shares by Company. Upon the termination of the ------------------------------- Shareholder's employment with the Company (a) Upon an occurrence described in Section 7(b) for any reason whatsoever, including voluntary and involuntary termination, retirement, death or 7(c) hereofdisability), the Shareholder shall sell, and the Company shall purchase, the Shares at a price per share equal to the Value of a share of Common Stock, subject to any prohibitions on the purchase of Shares by the Company under applicable law or any agreement binding on the Company, . The Company and the Shareholder shall sell, if agree that the Company elects to purchaseshall purchase the Shares on a date specified by the Company, the number of Shares determined under the applicable subsection at a price per share equal to the Value as which shall not be later than ninety (90) days after termination of the date on which such Shares are to be purchased by Shareholder's employment with the Company. Notwithstanding the foregoing, if the Company is prohibited from purchasing the Shares by applicable law or by any contract or agreement binding on the Company, including without limitation any loan agreement, the Company may elect to will purchase the Shares determined under the applicable subsection as soon as practicable after it determines in good faith that it is legally and contractually permitted to do so. If Shareholder paid for all or any part there is a Promissory Note outstanding at the time of the Shares with a promissory note or notes payable to the Company's purchase under this section, the Company will, and the Shareholder hereby authorizes the Company to, offset against any amounts owing to the Shareholder by the Company with respect to Shares purchased hereunder any amounts outstanding for principal or accrued interest under such promissory note(s)the outstanding Promissory Note. Any amount so offset shall be deducted from the purchase price to be paid under this section upon the purchase of the Shares by the Company. The balance of the purchase price for the Shares, if any, shall be paid by the Company, in its sole and absolute discretion, either in cash or by delivery of a non-transferable promissory note in the form of Exhibit C hereto (the "Note"); provided, however, that if termination of employment is due to the Shareholders' death, the balance of the purchase price shall be paid in cash. The Note shall bear simple interest at Bank of America's (or its successor's) reference rate as of the date hereof and may be for a term of up to five years. The Note shall be paid in equal annual installments of principal plus all accrued and unpaid interest on the total principal amount. Subject to the preceding sentence, the actual term of the Note will be determined in the sole and absolute discretion of the Company. The Att. A-3 indebtedness evidenced by the Note, both principal and interest, shall be subordinated and junior, to the extent set forth in the next sentence, to all indebtedness of the Company, both principal and interest (accrued and accruing thereon both before and after the date of filing a petition in any bankruptcy, insolvency, reorganization or receivership proceedings, whether or not allowed as a claim in such case or proceeding) in respect of borrowed money, whether outstanding on the date of the Note or thereafter created, incurred or assumed (collectively, the "Senior Debt"); provided, that such Senior Debt shall not include any obligation of the Company under the Equity Plan to repurchase shares of its common stockCommon Stock. Upon the maturity of any of the Senior Debt by lapse of time, acceleration or otherwise, all principal of, and interest on, all such matured Senior Debt shall first be paid in full before any payment is made by the Company on account of principal of, or interest on, the Note. (b) The Company shall have the right to purchase, and in the event the Company elects to purchase, the Shareholder shall sell to the Company, all of the Shareholder's Shares, if the Company determines that any one or more of the following past or present acts or events have occurred: (1) the Shareholder engages or has engaged in behavior that is disruptive to the Company, or (2) the Shareholder interferes with (or has interfered with) or engages in conduct that interferes with (or has interfered with) the efficient operation of the Company or any office of the Company, or (3) the Shareholder engages or has engaged in acts or conduct that are injurious to or otherwise harm the Company or any office of the Company, or (4) the Shareholder breaches or has breached any agreement with the Company, or (5) the Shareholder engages or has engaged in conduct or acts detrimental to the Company, or (6) the Shareholder becomes or became affiliated with a competitor, or develops, or make a contribution to, a competing enterprise, (7) the Shareholder discloses or has disclosed confidential Company information to a third party, or (8) the Shareholder is or was convicted of a felony or other crime involving fraud, dishonesty or acts of moral turpitude. If the Company determines that any one or more of the foregoing acts or events has occurred, the Shareholder may appeal such determination to the Equity Committee within ten days of receipt of written notice of such determination from the Company. The Equity Committee shall have 30 days to either confirm or overturn the Company's determination. If the Equity Committee confirms the Company's determination, the Equity Committee shall also determine if the Shareholder's acts or conduct are curable by the Shareholder. If the Equity Committee determines that the Shareholder's acts or conduct are curable, then the Shareholder shall be given thirty (30) days following notice of the Equity Committee's decision to cure such acts or conduct, and an additional ten (10) days to provide proof of such cure acceptable to the Equity Committee. If the Equity Committee determines that the acts or conduct are not curable, or the Shareholder does not provide proof that curable acts or conduct have been cured, then the determination that the Shareholder engaged in acts or conduct detrimental to the Company shall be final and binding. Shareholder acknowledges that the Company's purchase right under this subsection 7(b) may be financially disadvantageous to the Shareholder if, at the time of the purchase, there is a large differential between the Value (as that term is defined herein) of the Shares to be purchased and the then market value of such shares. (c) At any time, but not more frequently than once in any two- year period, the Equity Committee may determine that the Company shall have the right to purchase the number of Shares determined by the Equity Committee (a "Company Call"). No Company Call shall be for a number of Shareholder's Shares greater than ten percent (10%) of the Shares for which Sales are not yet permissible under Section 5 hereof. The Equity Committee shall make its determination under this Section 7(c) based upon the Equity Committee's assessment of market conditions for the Company's common stock and the Company's recent financial performance. Any Company Call shall be made on a pro rata basis among the shareholders with whom the Company has entered into agreements similar to this Agreement. Provided, however, this Section 7 does not apply to Shares released for sale under Section 5 herein.