Common use of Repurchase of Shares upon Termination Clause in Contracts

Repurchase of Shares upon Termination. of Employment with -------------------------------------------------------- Subsidiary. Upon termination of Shareholder's employment with the Subsidiary, ---------- the Company shall have an option, but shall not be obligated, to repurchase (the "Purchase Option") from Shareholder or Shareholder's personal representative all or a portion of Shareholder's Shares, as set forth in the following subparagraphs. (a) If Shareholder's employment with the Subsidiary terminates due to voluntary separation or dismissal for Cause (as defined below), the number of Shares that are subject to the Company's Purchase Option shall be determined as follows: (i) The Company shall have the option to repurchase up to 100% of the Shares should Shareholder's employment terminate at any time prior to the first anniversary of Shareholder's employment with the Subsidiary. (ii) The Company shall have the option to repurchase up to 60% of the Shares should Shareholder's employment terminate on the first anniversary date, or at any time between the first and second anniversary dates, of Shareholder's employment with the Subsidiary. (iii) The Company shall have the option to repurchase up to 40% of the Shares should Shareholder's employment terminate on the second anniversary date, or at any time between the second and third anniversary dates, of Shareholder's employment with the Subsidiary. (iv) The Company shall have the option to repurchase up to 20% of the Shares should Shareholder's employment terminate on the third anniversary date, or at any time between the third and fourth anniversary dates, of Shareholder's employment with the Subsidiary. (b) If Shareholder's employment with the Subsidiary terminates because of Shareholder's death or disability, Shareholder or Shareholder's personal representative may negotiate a transfer of all or a portion of Shareholder's Shares back to the Company at any time. With respect to Shares that were subject to the Company's Purchase Option and that are not transferred back to the Company, the transfer restrictions set forth in Section 2 above shall apply to the same extent that they would have applied if Shareholder's employment had continued. This restriction on transfer does not apply to any Shares that would no longer have been subject to the Company's Purchase Option, or to any additional shares of capital stock of the Company that Shareholder might acquire in the future. (c) In the event that Shareholder's employment with the Subsidiary terminates for any reason not addressed in subparagraphs (a) and (b) above, the Company's Purchase Option, together with all transfer restrictions set forth in Section 2, shall fully expire effective as of the date of termination. (d) The Company's Purchase Option shall fully expire on the fourth anniversary of Shareholder's employment with the Subsidiary. Shares as to which the Company's Purchase Option has expired are no longer subject to the transfer restrictions set forth in Section 2. (e) To exercise its Purchase Option, the Company must notify Shareholder or Shareholder's personal representative of its intention to exercise its Purchase Option within 60 days after the date of termination of Shareholder's employment with the Subsidiary. Should the Company fail to exercise the Purchase Option within such 60-day period, the Shares shall no longer be subject to the transfer restrictions set forth in Section 2. (f) In the event of a consolidation or merger of the Company with or into any other person or entity, a sale of all or substantially all of the assets of the Company to another person or entity, or an acquisition of more than 50% of the capital stock of the Company by another person or entity, the Company's Purchase Option shall be terminated as of the effective date of the transfer. Notwithstanding the foregoing, the Company's Purchase Option shall not be terminated or in any other way affected by an initial public offering of stock by the Company.

Repurchase of Shares upon Termination. of Employment with -------------------------------------------------------- Subsidiary. Upon termination of Shareholder's employment with the Subsidiary, ---------- the Company shall have an option, but shall not be obligated, to repurchase (the "Purchase Option") from Shareholder or Shareholder's personal representative all or a portion of Shareholder's Shares, as set forth in the following subparagraphs. (a) If Shareholder's employment with the Subsidiary terminates due to voluntary separation or dismissal for Cause (as defined below), the number of Recapture Shares that are subject to the Company's Purchase Option shall be determined as follows: (i) The Company shall have the option to repurchase up to 100% of the Recapture Shares should Shareholder's employment terminate at any time prior to the first anniversary of Shareholder's employment with the Subsidiary. (ii) The Company shall have the option to repurchase up to 60% of the Recapture Shares should Shareholder's employment terminate on the first anniversary date, or at any time between the first and second anniversary dates, of Shareholder's employment with the Subsidiary. (iii) The Company shall have the option to repurchase up to 40% of the Recapture Shares should Shareholder's employment terminate on the second anniversary date, or at any time between the second and third anniversary dates, of Shareholder's employment with the Subsidiary. (iv) The Company shall have the option to repurchase up to 20% of the Recapture Shares should Shareholder's employment terminate on the third anniversary date, or at any time between the third and fourth anniversary dates, of Shareholder's employment with the Subsidiary. (b) If Shareholder's employment with the Subsidiary terminates because of Shareholder's death or disability, Shareholder or Shareholder's personal representative may negotiate a transfer of all or a portion of Shareholder's Shares back to the Company at any time. With respect to Recapture Shares that were subject to the Company's Purchase Option and that are not transferred back to the Company, the transfer restrictions set forth in Section 2 above shall apply apply, to the same extent that they would have applied if Shareholder's employment had continued. This restriction on transfer does not apply to any Recapture Shares that would no longer have been subject to the Company's Purchase Option, or to any Shares constituting Excluded Shares, or to any additional shares of capital stock of the Company that Shareholder might acquire in the future. (c) In the event that Shareholder's employment with the Subsidiary terminates for any reason not addressed in subparagraphs (a) and (b) above, the Company's Purchase Option, together with all transfer restrictions set forth in Section 2, shall fully expire effective as of the date of termination. (d) The Company's Purchase Option shall fully expire on the fourth anniversary of Shareholder's employment with the Subsidiary. Recapture Shares as to which the Company's Purchase Option has expired are no longer subject to the transfer restrictions set forth in Section 2. (e) To exercise its Purchase Option, the Company must notify Shareholder or Shareholder's personal representative of its intention to exercise its Purchase Option within 60 days after the date of termination of Shareholder's employment with the Subsidiary. Should the Company fail to exercise the Purchase Option within such 60-day period, the Recapture Shares shall no longer be subject to the transfer restrictions set forth in Section 2. (f) In the event of a consolidation or merger of the Company with or into any other person or entity, a sale of all or substantially all of the assets of the Company to another person or entity, or an acquisition of more than 50% of the capital stock of the Company by another person or entity, the Company's Purchase Option shall be terminated as of the effective date of the transfer. Notwithstanding the foregoing, the Company's Purchase Option shall not be terminated or in any other way affected by an initial public offering of stock by the Company.