Common use of Repurchase Option Upon Termination Clause in Contracts

Repurchase Option Upon Termination. (a) In the event that Purchaser's employment or other relationship with the Company and all of its Subsidiaries terminates for any reason (including, without limitation, by reason of Purchaser's death, disability, retirement, voluntary resignation or dismissal by the Company or any of its Subsidiaries, with or without cause), the Company shall have the option (the "Repurchase Option") to purchase from Purchaser all or any portion of the Shares acquired by Purchaser under this Agreement for a period of six (6) months after the effective date of such termination (the effective date of termination is hereinafter referred to as the "Termination Date"). (b) The purchase price (the "Repurchase Price") for each Share to be purchased pursuant to the Repurchase Option shall equal (a) the greater of Purchase Price and Book Value (as defined herein) if the Termination Date occurs within the two (2) year period commencing on the date hereof and (b) the greater of the Purchase Price and the Fair Market Value (as defined herein) thereof (subject to adjustment as set forth herein) thereafter. The "Book Value" of a Share shall equal $10.00 per Share (subject to adjustment as set forth in Section 3(c)) plus the net income or minus the net loss per share to the end of the fiscal quarter immediately preceding the Termination Date, as determined by the Board, acting in good faith and based upon the books and records of the Company prepared in accordance with generally accepted accounting principles consistently applied, which determination shall be final and binding. The "Fair Market Value" of a Share shall be the fair market value of a Share as of the Termination Date, as determined by the Board of Directors of the Company, acting in good faith and based upon the best available evidence, which determination shall be final and binding.

Repurchase Option Upon Termination. (a) In the event that Purchaser's employment or other relationship with the Company and all of its Subsidiaries terminates for any reason (including, without limitation, by reason of Purchaser's death, disability, retirement, voluntary resignation or dismissal by the Company or any of its Subsidiaries, with or without cause), the Company shall have the option (the "Repurchase Option") to purchase from Purchaser all or any portion of the Shares acquired by Purchaser under this Agreement for a period of six (6) months after the effective date of such termination (the effective date of termination is hereinafter referred to as the "Termination Date"). (b) The purchase price (the "Repurchase Price") for each Share to be purchased pursuant to the Repurchase Option shall equal (a) the greater of Purchase Price and Book Value (as defined herein) if the Termination Date occurs within the two (2) year period commencing on the date hereof and (b) the greater of the Purchase Price and the Fair Market Value (as defined herein) thereof (subject to adjustment as set forth herein) thereafter. The "Book Value" of a Share shall equal $10.00 [______] per Share (subject to adjustment as set forth in Section 3(c)) plus the net income or minus the net loss per share to the end of ------------- the fiscal quarter immediately preceding the Termination Date, as determined by the BoardBoard of Directors of the Company, acting in good faith and based upon the books and records of the Company prepared in accordance with generally accepted accounting principles consistently applied, which determination shall be final and binding. The "Fair Market Value" of a Share shall be the fair market value of a Share as of the Termination Date, Date as determined by the Board of Directors of the Company, acting in good faith and based upon the best available evidence, which determination shall be final and binding.

Repurchase Option Upon Termination. (a) In the event that PurchaserOptionee's employment or other relationship with the Company and all of its Subsidiaries terminates for any reason (including, without limitation, by reason of PurchaserOptionee's death, disability, retirement, voluntary resignation or dismissal by the Company or any of its Subsidiaries, with or without cause), the Company shall have the option (the "Repurchase ---------- Option") to purchase from Purchaser Optionee all or any portion of the Shares acquired by Purchaser under ------ Optionee pursuant to this Option Agreement for a period of six (6) months after the effective date of such termination (the effective date of termination is hereinafter referred to as the "Termination Date"); provided, however, that such ---------------- six-month period shall be extended to a date 10 days after the six-month anniversary of the date on which Optionee purchased any Shares pursuant to this Option Agreement after the Termination Date. (b) The purchase price (the "Repurchase Price") for each Share to be ---------------- purchased pursuant to the Repurchase Option shall equal (a) the greater of Purchase Price the applicable exercise price of such Share and Book Value (as defined herein) if the Termination Date occurs within the two (2) year period commencing on the date hereof and (b) the greater of the Purchase Price applicable exercise price of such Share and the Fair Market Value (as defined herein) thereof (subject to adjustment as set forth herein) thereafterthereafter after the initial two (2) year period described previously in subsection (a) hereof. The "Book Value" of a Share shall equal $10.00 16.82 per Share (subject to ---------- adjustment as set forth in Section 3(c)9(c) below) plus the net income or minus the --------- net loss per share to the end of the fiscal quarter immediately preceding the Termination Date, as determined by the Board, acting in good faith and based upon the books and records of the Company prepared in accordance with generally accepted accounting principles consistently applied, which determination shall be final and binding. The "Fair Market Value" of ----------------- a Share shall be the fair market value of a Share as of the Termination Date, as determined by the Board of Directors of the CompanyBoard, acting in good faith and based upon the best available evidence, which determination shall be final and binding. (c) The Repurchase Price for any Shares to be purchased pursuant to the Repurchase Option shall be increased or decreased appropriately to reflect any distribution of stock or other securities of the Company or any successor or assign of the Company which is made in respect of, in exchange for or in substitution of the Shares by reason of any split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise. (d) The Repurchase Option shall be exercised by the Company by delivery to Optionee, within the six-month period specified above, of (a) a written notice specifying the number of Shares to be purchased and (b) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Optionee shall surrender the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Optionee, in the amount equal to the Repurchase Price, calculated as provided in this Section 9, multiplied by the number of the --------- Shares to be purchased. If Optionee fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Optionee shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). (e) This Repurchase Option shall terminate upon an Initial Public Offering.

Repurchase Option Upon Termination. (a) In the event that PurchaserOptionee's employment or other relationship with the Company and all of its Subsidiaries terminates for any reason (including, without limitation, by reason of PurchaserOptionee's death, disability, retirement, voluntary resignation or dismissal by the Company or any of its Subsidiaries, with or without cause), the Company shall have the option (the "Repurchase Option") to purchase from Purchaser Optionee all or any portion of the Shares acquired by Purchaser under Optionee pursuant to this Option Agreement for a period of six (6) months after the effective date of such termination (the effective date of termination is hereinafter referred to as the "Termination Date"); provided, however, that such six-month period shall be extended to a date 10 days after the six-month anniversary of the date on which Optionee purchased any Shares pursuant to this Option Agreement after the Termination Date. (b) The purchase price (the "Repurchase Price") for each Share to be purchased pursuant to the Repurchase Option shall equal (a) the greater of Purchase Price the applicable exercise price of such Share and Book Value (as defined herein) if the Termination Date occurs within the two (2) year period commencing on the date hereof and (b) the greater of the Purchase Price applicable exercise price of such Share and the Fair Market Value (as defined herein) thereof (subject to adjustment as set forth herein) thereafterthereafter after the initial two (2) year period described previously in subsection (a) hereof. The "Book Value" of a Share shall equal $10.00 per Share (subject to adjustment as set forth in Section 3(c)9(c) below) plus the net income or minus the net loss per share to the end of the fiscal quarter immediately preceding the Termination Date, as determined by the Board, acting in good faith and based upon the books and records of the Company prepared in accordance with generally accepted accounting principles consistently applied, which determination shall be final and binding. The "Fair Market Value" of a Share shall be the fair market value of a Share as of the Termination Date, as determined by the Board of Directors of the CompanyBoard, acting in good faith and based upon the best available evidence, which determination shall be final and binding. (c) The Repurchase Price for any Shares to be purchased pursuant to the Repurchase Option shall be increased or decreased appropriately to reflect any distribution of stock or other securities of the Company or any successor or assign of the Company which is made in respect of, in exchange for or in substitution of the Shares by reason of any split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise. (d) The Repurchase Option shall be exercised by the Company by delivery to Optionee, within the six-month period specified above, of (a) a written notice specifying the number of Shares to be purchased and (b) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Optionee shall surrender the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Optionee, in the amount equal to the Repurchase Price, calculated as provided in this Section 9, multiplied by the number of the Shares to be purchased. If Optionee fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Optionee shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). (e) This Repurchase Option shall terminate upon an Initial Public Offering.

Repurchase Option Upon Termination. (a) In the event that PurchaserOptionee's ---------------------------------- employment or other relationship with the Company and all of its the Subsidiaries terminates for any reason on or prior to the fifth anniversary of the date of grant of this Option (including, without limitation, by reason of PurchaserOptionee's death, disability, retirement, voluntary resignation or dismissal by the Company or any of its Subsidiaries, with or without cause), the Company shall have the option (the "Repurchase Option") to purchase from Purchaser Optionee all or any portion of the Shares acquired by Purchaser under Optionee pursuant to this Agreement Option for a period of six (6) months after the effective date of such termination (the effective date of termination is hereinafter referred to as the "Termination Date"). (b) . The purchase price (the "Repurchase Price") for each Share to be purchased pursuant to the Repurchase Option shall equal (a) the greater of Purchase Price and Book Value (as defined herein) if the Termination Date occurs within the two (2) year period commencing on the date hereof and (b) the greater of the Purchase Option Price and the Fair Market Value (as defined hereinhereinafter defined) thereof (subject to adjustment as set forth herein) thereafter. The "Book Value" of a Share shall equal $10.00 per Share (subject to adjustment as set forth in Section 3(c)) plus the net income or minus the net loss per share to the end of the fiscal quarter immediately preceding the Termination Date, as determined by the Board, acting in good faith and based upon the books and records of the Company prepared in accordance with generally accepted accounting principles consistently applied, which determination shall be final and binding. The "Fair Market Value" of a Share shall be the fair market value of a Share as of the Termination Date, as determined by the Board of Directors of the CompanyBoard, acting in good faith and based upon the best available evidence, which determination shall be final and binding. The Repurchase Price for any Shares to be purchased pursuant to the Repurchase Option shall be increased or decreased appropriately to reflect any distribution of Shares of capital stock or other securities of the Company or any successor or assign of the Company which is made in respect of, in exchange for or in substitution of the Shares by reason of any stock dividend, stock split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise. The Repurchase Option shall be exercised by the Company by delivery to Optionee, within the six-month period specified above, of (a) a written notice specifying the number of Shares to be purchased and (b) a check in the amount of the Repurchase Price, calculated as provided in this Section 7, for all Shares to be purchased. The Repurchase Option shall terminate upon (i) the Company's initial underwritten public offering of shares of Common Stock registered under the Securities Act of 1933, as amended, on form S-1, that results in gross proceeds to the Company in excess of $25 million from the sale of Common Stock, or (ii) the acquisition by any person or group (as defined in Section 13d of the Securities Act of 1934) of beneficial ownership of more than fifty percent (50%) of the Company's then outstanding shares of Common Stock.

Repurchase Option Upon Termination. (a) In the event that Purchaser's employment or other relationship with the Company and all of its Subsidiaries terminates for any reason (including, without limitation, by reason of Purchaser's death, disability, retirement, voluntary resignation or dismissal by the Company or any of its Subsidiaries, with or without cause), the Company shall have the option (the "Repurchase Option") to purchase from Purchaser all or any portion of the Shares acquired by Purchaser under this Agreement for a period of six (6) months after the effective date of such termination (the effective date of termination is hereinafter referred to as the "Termination Date"). (b) The purchase price (the "Repurchase Price") for each Share to be purchased pursuant to the Repurchase Option shall equal (a) the greater of Purchase Price and Book Value (as defined herein) if the Termination Date occurs within the two (2) year period commencing on the date hereof and (b) the greater of the Purchase Price and the Fair Market Value (as defined herein) thereof (subject to adjustment as set forth herein) thereafter. The "Book Value" of a Share shall equal $10.00 per Share (subject to adjustment as set forth in Section 3(c)) plus the net income or minus the net loss per share to the end of the fiscal quarter immediately preceding the Termination Date, as determined by the Board, acting in good faith and based upon the books and records of the Company prepared in accordance with generally accepted accounting principles consistently applied, which determination shall be final and binding. The "Fair Market Value" of a Share shall be the fair market value of a Share determined as of the Termination Date, as determined by the Board of Directors of the Company, acting set forth in good faith and based upon the best available evidence, which determination shall be final and bindingclause (e) below.

Repurchase Option Upon Termination. (a) In the event that PurchaserOptionee's employment or other relationship with the Company and all of its Subsidiaries terminates for any reason (including, without limitation, by reason of PurchaserOptionee's death, disability, retirement, voluntary resignation or dismissal by the Company or any of its Subsidiaries, with or without cause), the Company shall have the option (the "Repurchase Option") to purchase from Purchaser Optionee all or any portion of the Shares acquired by Purchaser under Optionee pursuant to this Option Agreement for a period of six (6) months after the effective date of such termination (the effective date of termination is hereinafter referred to as the "Termination Date"); provided, however, that such six-month period shall be extended to a date 10 days after the six-month anniversary of the date on which Optionee purchased any Shares pursuant to this Option Agreement after the Termination Date. (b) The purchase price (the "Repurchase Price") for each Share to be purchased pursuant to the Repurchase Option shall equal (a) the greater of Purchase Price the applicable exercise price of such Share and Book Value (as defined herein) if the Termination Date occurs within the two (2) year period commencing on the date hereof and (b) the greater of the Purchase Price applicable exercise price of such Share and the Fair Market Value (as defined herein) thereof (subject to adjustment as set forth herein) thereafterthereafter after the initial two (2) year period described previously in subsection (a) hereof. The "Book Value" of a Share shall equal $10.00 per Share (subject to adjustment as set forth in Section 3(c)9(c) below) plus the net income or minus the net loss per share to the end of the fiscal quarter immediately preceding the Termination Date, as determined by the Board, acting in good faith and based upon the books and records of the Company prepared in accordance with generally accepted accounting principles consistently applied, which determination shall be final and binding. The "Fair Market Value" of a Share shall be the fair market value of a Share as of the Termination Date, as determined by the Board of Directors of the Company, acting in good faith and based upon the best available evidence, which determination shall be final and binding.with