Common use of Repurchase of Stock Clause in Contracts

Repurchase of Stock. At the option of the Administrator, the stock to be delivered pursuant to the exercise of any Option granted to an employee, director or consultant under this Plan may be subject to a right of repurchase in favor of the Company with respect to any employee, or director or consultant whose employment, or director or consulting relationship with the Company is terminated. Such right of repurchase shall be exercisable as the Administrator may determine in the grant of option: (a) at the Option exercise price and (i) shall lapse at the rate of at least 20% per year over five years from the date the Option is granted (without regard to the date it was exercised or becomes exercisable), (ii) must be exercised for cash or cancellation of purchase money indebtedness within 90 days after such Termination (or in the case of securities issued upon exercise of options after the date of Termination, within 90 days after the date of exercise), and (iii) if the right is assignable by the Company, the assignee must pay the Company upon assignment of the right (unless the assignee is a 100% owned subsidiary of the Company or is an Affiliate) cash equal to the difference between the Option exercise price and the value (determined as set forth in Section 6.1.11) of the stock to be purchased if the Option exercise price is less than such value; or (b) at the higher of the Option exercise price or the value (determined as set forth in Section 6.1.11) of the stock being repurchased on the date of Termination, and must be exercised for cash or cancellation of purchase money indebtedness within 90 days of Termination (or in the case of securities issued upon exercise of options after the date of Termination, within 90 days after the date of exercise), and such right shall terminate when the Company’s securities become publicly traded. In addition to the restrictions set forth in subparagraphs (a) and (b) above, the shares held by an officer, director or consultant of the issuer or by an Affiliate of the issuer may be subject to additional or greater restrictions, in the absolute discretion of the Administrator. Determination of the number of shares subject to any such right of repurchase shall be made as of the date the employee’s employment by, director’s director relationship with, or consultant’s consulting relationship with, the Company terminates, not as of the date that any Option granted to such employee, director or consultant is thereafter exercised.

Repurchase of Stock. At (a) In the event that Employee's employment with the Company is terminated for any reason, the Common Stock held by Employee and Employee's Permitted Transferees (collectively, the "Employee Group") will be repurchased by the Company pursuant to the terms and conditions set forth in this Section 3.5 (the "Repurchase") at a price per share equal to the Fair Market Value thereof determined as of the date of Employees termination (the "Termination Date"); provided that, in the case of a termination for Cause by the Company or a voluntary termination of employment by Employee (other than due to Retirement or for Good Reason), such Repurchase shall be at the option of the AdministratorCompany (the "Repurchase Option"). (b) The Company shall exercise the Repurchase by delivery of written notice (the "Repurchase Notice") to each member of the Employee Group. The Repurchase Notice shall set forth the number of shares of Common Stock to be acquired from each member of the Employee Group, the stock aggregate consideration to be delivered paid for such shares of Common Stock, and the time and place for the closing of the transaction. (c) The Company may exercise the Repurchase Option by delivery of written notice (the "Repurchase Option Notice") to each member of the Employee Group. The Repurchase Option Notice shall set forth the number of shares of Common Stock to be acquired from each member of the Employee Group, the aggregate consideration to be paid for such shares of Common Stock, and the time and place for the closing of the transaction. (d) The closing of the purchase of any shares of Common Stock pursuant to the exercise Repurchase or the Repurchase Option will take place on the date designated by the Company in the Repurchase Notice or the Repurchase Option Notice, as the case may be, which date will not be more than 45 days nor less than 10 days after the delivery of such Repurchase Notice or the Repurchase Option Notice, as the case may be. The Company will pay for the shares of Common Stock to be purchased by delivering to each member of the Employee Group a check in an amount equal to the aggregate purchase price for the shares of Common Stock to be repurchased from such member of the Employee Group. Notwithstanding the foregoing, in the event payment of the purchase price would cause a default under any Option granted to an employee, director or consultant under this Plan may be subject to a right of repurchase in favor material financing agreement of the Company or any of its subsidiaries in effect from time to time (the "Financing Agreements"), or is otherwise prohibited under applicable law, the Company shall have the option of paying the purchase price with a subordinated promissory note bearing interest at 6% per annum, due on the eighth anniversary of the date of issuance, and payable upon the earlier to occur of the maturity thereof or on the date of a Sale of the Company. In the event the issuance of the subordinated promissory note is not permitted under the Financing Agreements or applicable law, the Company may pay the purchase price for the shares of Common Stock by the issuance of preferred stock bearing a dividend rate of 6% per annum with redemption dates and payment restructuring similar to those set forth in the subordinated promissory notes. If issuance of a subordinated promissory note or the preferred stock is not permitted by the Financing Agreements or applicable law, the Company may defer the repurchase until such time as a form of payment described in this Section 3.5 is permitted under the Financing Agreements and/or applicable law. If the Company determines that withholding tax is required with respect to any employeethe Repurchase or the exercise of a Repurchase Option, or director or consultant whose employment, or director or consulting relationship with the Company is terminatedshall withhold an amount equal to such withholding tax from the purchase price. Such right At the closing, each member of the Employee Group will deliver the certificates representing the shares of Common Stock to be sold, duly endorsed in form for transfer to the Company or its designee, and the Company will be entitled to receive customary representations and warranties from each member of the Employee Group regarding title to the shares of Common Stock. (e) In connection with any repurchase hereunder, the purchase price payable by the Company shall be exercisable as reduced, but not below zero, by any amounts outstanding under any promissory notes issued by the Administrator may determine in Employee to acquire the grant securities being purchased. The amounts due under such notes shall be deemed paid to the extent of option: (a) at such reduction. In the Option exercise price and event that (i) shall lapse at the rate of at least 20% per year over five years from the date the Option an Employee is granted terminated for Cause or voluntarily terminates his employment (without regard other than due to the date it was exercised or becomes exercisable), (ii) must be exercised for cash or cancellation of purchase money indebtedness within 90 days after such Termination (or in the case of securities issued upon exercise of options after the date of Termination, within 90 days after the date of exerciseRetirement), and (iiiii) if the right stock is assignable by the Companynot repurchased hereunder, the assignee must pay the Company upon assignment of the right (unless the assignee is a 100% owned subsidiary of the Company or is an Affiliate) cash equal to the difference between the Option exercise price amounts due under such promissory notes shall become immediately due and the value (determined as set forth in Section 6.1.11) of the stock to be purchased if the Option exercise price is less than such value; or (b) at the higher of the Option exercise price or the value (determined as set forth in Section 6.1.11) of the stock being repurchased on the date of Termination, and must be exercised for cash or cancellation of purchase money indebtedness within 90 days of Termination (or in the case of securities issued upon exercise of options after the date of Termination, within 90 days after the date of exercise), and such right shall terminate when the Company’s securities become publicly traded. In addition to the restrictions set forth in subparagraphs (a) and (b) above, the shares held by an officer, director or consultant of the issuer or by an Affiliate of the issuer may be subject to additional or greater restrictions, in the absolute discretion of the Administrator. Determination of the number of shares subject to any such right of repurchase shall be made as of the date the employee’s employment by, director’s director relationship with, or consultant’s consulting relationship with, the Company terminates, not as of the date that any Option granted to such employee, director or consultant is thereafter exercisedpayable.

Repurchase of Stock. At a. In the option event that either Company or Employee terminates Employee's employment prior to the end of the AdministratorTerm (other than pursuant to Section 8.3 above) and prior to any initial public offering of shares of Company's common stock, then Company or its designee shall have the stock right (but not the obligation) to repurchase from Employee any or all of the Employee Shares held by Employee upon the date of such termination, at a purchase price equal to the fair market value of the Employee Shares (or, if the termination is pursuant to Section 8.1.b above, at a purchase price equal to the price paid by Employee for such Employee Shares). Any Employee Shares thus repurchased by Company are called herein the "Repurchase Securities". The Company may elect to pay the purchase price for Repurchase Securities in three (3) equal annual installments by delivery of a promissory note as described in subsection 8.4c. b. The repurchase right of Company under this section may be exercised by written notice to Employee within fifteen (15) days of the date of termination of Employee's employment (the "Repurchase Notice"). The Repurchase Notice shall specify the type and number of Repurchase Securities to be delivered pursuant repurchased and the manner of payment, as permitted by this section. Upon the delivery of such Repurchase Notice, Employee shall be obligated to sell to the exercise Company or its designee that type and number of any Option granted to an employeeRepurchase Securities specified in such Repurchase Notice. Repurchases of the Repurchase Securities shall be made at the executive offices of the Company on a mutually satisfactory business day within fifteen (15) days after the delivery of the Repurchase Notice. Delivery of certificates or other instruments evidencing such securities duly endorsed for transfer and free and clear of all liens, director or consultant under this Plan may claims and other encumbrances shall be subject to made on such date against payment of the purchase price therefor. c. Notwithstanding the foregoing, Company may, in its sole discretion, repurchase the Repurchase Securities by delivery of a right of repurchase promissory note (the "Note"), payable by Company in favor of the Company with respect to any employee, or director or consultant whose employment, or director or consulting relationship with the Company is terminatedEmployee. Such right of repurchase The Note shall be exercisable as the Administrator may determine for a term of three years, principal payable in the grant of option: (a) at the Option exercise price and (i) shall lapse three equal installment together with interest at the rate of at least 20% eight percent (8%) per year over five years from the date the Option is granted (without regard annum. All other terms and conditions related to the date it was exercised or becomes exercisable), (ii) must be exercised for cash or cancellation of purchase money indebtedness within 90 days after such Termination (or in the case of securities issued upon exercise of options after the date of Termination, within 90 days after the date of exercise), and (iii) if the right is assignable by the Company, the assignee must pay the Company upon assignment of the right (unless the assignee is a 100% owned subsidiary of the Company or is an Affiliate) cash equal to the difference between the Option exercise price and the value (determined as set forth in Section 6.1.11) of the stock to be purchased if the Option exercise price is less than such value; or (b) at the higher of the Option exercise price or the value (determined as set forth in Section 6.1.11) of the stock being repurchased on the date of Termination, and must be exercised for cash or cancellation of purchase money indebtedness within 90 days of Termination (or in the case of securities issued upon exercise of options after the date of Termination, within 90 days after the date of exercise), and such right shall terminate when the Company’s securities become publicly traded. In addition to the restrictions set forth in subparagraphs (a) and (b) above, the shares held by an officer, director or consultant of the issuer or by an Affiliate of the issuer may be subject to additional or greater restrictions, in the absolute discretion of the Administrator. Determination of the number of shares subject to any such right of repurchase shall be made as determined by Company provided such terms and conditions are customary and reasonable for transactions of the date the employee’s employment by, director’s director relationship with, or consultant’s consulting relationship with, the Company terminates, not as of the date that any Option granted to such employee, director or consultant is thereafter exercisedthis kind.

Repurchase of Stock. At (a) In the event that Employee's employment with the Company is terminated for any reason, the Common Stock held by Employee and Employee's Permitted Transferees (collectively, the "Employee Group") will be repurchased by the Company pursuant to the terms and conditions set forth in this Section 3.5 (the "Repurchase") at a price per share equal to the Fair Market Value thereof determined as of the date of Employees termination (the "Termination Date"); provided that, in the case of a termination for Cause by the Company or a voluntary termination of employment by Employee (other than due to Retirement), such Repurchase shall be at the option of the AdministratorCompany (the "Repurchase Option"). (b) The Company shall exercise the Repurchase by delivery of written notice (the "Repurchase Notice") to each member of the Employee Group. The Repurchase Notice shall set forth the number of shares of Common Stock to be acquired from each member of the Employee Group, the stock aggregate consideration to be delivered paid for such shares of Common Stock, and the time and place for the closing of the transaction. (c) The Company may exercise the Repurchase Option by delivery of written notice (the "Repurchase Option Notice") to each member of the Employee Group. The Repurchase Option Notice shall set forth the number of shares of Common Stock to be acquired from each member of the Employee Group, the aggregate consideration to be paid for such shares of Common Stock, and the time and place for the closing of the transaction. (d) The closing of the purchase of any shares of Common Stock pursuant to the exercise Repurchase or the Repurchase Option will take place on the date designated by the Company in the Repurchase Notice or the Repurchase Option Notice, as the case may be, which date will not be more than 45 days nor less than 10 days after the delivery of such Repurchase Notice or the Repurchase Option Notice, as the case may be. The Company will pay for the shares of Common Stock to be purchased by delivering to each member of the Employee Group a check in an amount equal to the aggregate purchase price for the shares of Common Stock to be repurchased from such member of the Employee Group. Notwithstanding the foregoing, in the event payment of the purchase price would cause a default under any Option granted to an employee, director or consultant under this Plan may be subject to a right of repurchase in favor material financing agreement of the Company or any of its subsidiaries in effect from time to time (the "Financing Agreements"), or is otherwise prohibited under applicable law, the Company shall have the option of paying the purchase price with a subordinated promissory note bearing interest at 6% per annum, due on the eighth anniversary of the date of issuance, and payable upon the earlier to occur of the maturity thereof or on the date of a Sale of the Company. In the event the issuance of the subordinated promissory note is not permitted under the Financing Agreements or applicable law, the Company may pay the purchase price for the shares of Common Stock by the issuance of preferred stock bearing a dividend rate of 6% per annum with redemption dates and payment restructuring similar to those set forth in the subordinated promissory notes. If issuance of a subordinated promissory note or the preferred stock is not permitted by the Financing Agreements or applicable law, the Company may defer the repurchase until such time as a form of payment described in this Section 3.5 is permitted under the Financing Agreements and/or applicable law. If the Company determines that withholding tax is required with respect to any employeethe Repurchase or the exercise of a Repurchase Option, or director or consultant whose employment, or director or consulting relationship with the Company is terminatedshall withhold an amount equal to such withholding tax from the purchase price. Such right At the closing, each member of the Employee Group will deliver the certificates representing the shares of Common Stock to be sold, duly endorsed in form for transfer to the Company or its designee, and the Company will be entitled to receive customary representations and warranties from each member of the Employee Group regarding title to the shares of Common Stock. (e) In connection with any repurchase hereunder, the purchase price payable by the Company shall be exercisable as reduced, but not below zero, by any amounts outstanding under any promissory notes issued by the Administrator may determine in Employee to acquire the grant securities being purchased. The amounts due under such notes shall be deemed paid to the extent of option: (a) at such reduction. In the Option exercise price and event that (i) shall lapse at the rate of at least 20% per year over five years from the date the Option an Employee is granted terminated for Cause or voluntarily terminates his employment (without regard other than due to the date it was exercised or becomes exercisable), (ii) must be exercised for cash or cancellation of purchase money indebtedness within 90 days after such Termination (or in the case of securities issued upon exercise of options after the date of Termination, within 90 days after the date of exerciseRetirement), and (iiiii) if the right stock is assignable by the Companynot repurchased hereunder, the assignee must pay the Company upon assignment of the right (unless the assignee is a 100% owned subsidiary of the Company or is an Affiliate) cash equal to the difference between the Option exercise price amounts due under such promissory notes shall become immediately due and the value (determined as set forth in Section 6.1.11) of the stock to be purchased if the Option exercise price is less than such value; or (b) at the higher of the Option exercise price or the value (determined as set forth in Section 6.1.11) of the stock being repurchased on the date of Termination, and must be exercised for cash or cancellation of purchase money indebtedness within 90 days of Termination (or in the case of securities issued upon exercise of options after the date of Termination, within 90 days after the date of exercise), and such right shall terminate when the Company’s securities become publicly traded. In addition to the restrictions set forth in subparagraphs (a) and (b) above, the shares held by an officer, director or consultant of the issuer or by an Affiliate of the issuer may be subject to additional or greater restrictions, in the absolute discretion of the Administrator. Determination of the number of shares subject to any such right of repurchase shall be made as of the date the employee’s employment by, director’s director relationship with, or consultant’s consulting relationship with, the Company terminates, not as of the date that any Option granted to such employee, director or consultant is thereafter exercisedpayable.