Common use of Repurchase Right for Unvested Shares Clause in Contracts

Repurchase Right for Unvested Shares. As of the Effective Date, all of the Shares are "Unvested Shares", and shall be restricted and subject to repurchase at the Taxable Amount Per Share (as defined in the Employment Agreement) based on the following vesting schedule (shares that have vested are referred to herein as “Vested Shares”): (i) the number of Shares equal to two percent (2%) of the total number of Common Stock Equivalents (as defined in the Employment Agreement) outstanding on the Original Issue Date (as defined in the Employment Agreement) shall vest immediately upon issuance (the “Initially Vested Shares”); (ii) if the Financing (as defined in the Employment Agreement) is completed prior to the True Up Date (as defined in the Employment Agreement), then that number of Shares (or all of the remaining unvested Shares that Executive then holds if such number is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date) equaling two percent (2%) of the total number of Common Stock Equivalents outstanding on and as of the closing date of the Financing shall vest on such date; (iii) the number of Shares (or all of the remaining unvested Shares that Executive then holds if such number is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date) equaling two percent (2%) of the total number of Common Stock Equivalents outstanding on and as of the True Up Date shall vest on such date and (iv) any remaining unvested Shares as of the True Up Date shall vest ratably on a monthly basis such that all of the remaining unvested Shares shall be fully vested on the second anniversary of the Effective Date (provided that all of the unvested Shares shall become fully vested upon a “Change-of-Control” (as defined in the Employment Agreement). Stockholder agrees not to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of, by operation of law or otherwise, such Unvested Shares except as permitted by this Agreement.

Repurchase Right for Unvested Shares. As of the Effective Date, all of the Shares are "“Unvested Shares", ,” and shall be restricted and subject to repurchase at the Taxable Amount Per Share (as defined in the Employment Agreement) based on the following vesting schedule (shares that have vested are referred to herein as “Vested Shares”): (i) the number of Shares equal to two percent (2%) of the total number of Common Stock Equivalents (as defined in the Employment Agreement) outstanding on the Original Issue Date (as defined in the Employment Agreement) shall vest immediately upon issuance (the “Initially Vested Shares”); (ii) if the Financing (as defined in the Employment Agreement) is completed prior to the True Up Date (as defined in the Employment Agreement), then that number of Shares (or all of the remaining unvested Shares that Executive then holds if such number is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date) equaling two percent (2%) of the total number of Common Stock Equivalents outstanding on and as of the closing date of the Financing shall vest on such date; (iii) the number of Shares (or all of the remaining unvested Shares that Executive then holds if such number is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date) equaling two percent (2%) of the total number of Common Stock Equivalents outstanding on and as of the True Up Date shall vest on such date and (iv) any remaining unvested Shares as of the True Up Date shall vest ratably on a monthly basis such that all of the remaining unvested Shares shall be fully vested on the second anniversary of the Effective Date (provided that all of the unvested Shares shall become fully vested upon a “Change-of-Control” (as defined in the Employment Agreement). Stockholder agrees not to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of, by operation of law or otherwise, such Unvested Shares except as permitted by this Agreement.

Repurchase Right for Unvested Shares. As 6.1 The Company may exercise a Repurchase Right for Unvested Shares on the earlier of (a) the date Employee ceases to be employed by the Company or a Subsidiary for any reason whatsoever, including, without limitation, termination by reason of Retirement, Disability or death or with or without cause and (b) the date Employee or Employee’s legal representative attempts to sell, exchange, transfer, pledge or otherwise dispose of any Unvested Shares. 6.2 The Company may exercise a Repurchase Right for Unvested Shares by giving Employee written notice within 60 days after (a) the date of such termination of employment with the Company or a Subsidiary (or exercise of the Effective DateOption, all if later) or (b) the date the Company has received notice of an attempted disposition. If the Company fails to give notice within such 60-day period, the Repurchase Right for Unvested Shares will terminate, unless, to the extent permitted by applicable law, Employee and the Company have extended the time for the exercise of the Shares are "Repurchase Right for Unvested Shares". The Repurchase Right for Unvested Shares must be exercised, if at all, for all the Unvested Shares, except as Employee and the Company may otherwise agree. 6.3 Payment to Employee by the Company will be made in cash (by check), by cancellation of all or any portion of outstanding indebtedness of Employee to the Company, or by any combination thereof, within 30 days after the date the Company mails the written notice of exercise of the Repurchase Right for Unvested Shares. No interest will be paid on such amount. The purchase price for each share being repurchased by the Company will be an amount equal to Employee’s original cost per share, as may be adjusted as provided in Section 15 of the Plan. Employee will deliver the Shares of stock being repurchased to the Company at the same time the Company delivers the purchase price to Employee. 6.4 Employee hereby authorizes and directs the Company’s Secretary (or other authorized officer) or transfer agent to transfer to the Company or its assignee any Unvested Shares as to which the Repurchase Right for Unvested Shares is exercised. 6.5 The Repurchase Right for Unvested Shares will remain in full force and effect in the event of a Corporate Transaction, except that the Repurchase Right for Unvested Shares will automatically be assigned to the Successor Corporation and the Repurchase Right will automatically lapse if and to the same extent that the vesting of the underlying Option would have accelerated in connection with the Corporate Transaction. 6.6 The Company may at any time require Employee to deposit any certificate or certificates evidencing the Unvested Shares with an agent designated by the Company under the terms and conditions of escrow and security agreements approved by the Company. 6.7 Notwithstanding any other provision of this Agreement, if a Qualified IPO or a Corporate Transaction other than a Related Party Transaction has not occurred on or prior to July 1, 2005, and shall if Employee ceases to be restricted and employed by the Company or a Subsidiary for any reason other than Disability or death, then until July 1, 2005 all Unvested Shares that have vested will be subject to repurchase at the Taxable Amount Per Share (as defined in the Employment Agreement) based on the following vesting schedule (shares that have vested are referred to herein as “Vested Shares”): (i) the number of Shares equal to two percent (2%) of the total number of Common Stock Equivalents (as defined in the Employment Agreement) outstanding on the Original Issue Date (as defined in the Employment Agreement) shall vest immediately upon issuance (the “Initially Vested Shares”); (ii) if the Financing (as defined in the Employment Agreement) is completed prior to the True Up Date (as defined in the Employment Agreement), then that number of Shares (or all of the remaining unvested Shares that Executive then holds if such number is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date) equaling two percent (2%) of the total number of Common Stock Equivalents outstanding on and as of the closing date of the Financing shall vest on such date; (iii) the number of Shares (or all of the remaining unvested Shares that Executive then holds if such number is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date) equaling two percent (2%) of the total number of Common Stock Equivalents outstanding on and as of the True Up Date shall vest on such date and (iv) any remaining unvested Shares as of the True Up Date shall vest ratably on a monthly basis such that all of the remaining unvested Shares shall be fully vested on the second anniversary of the Effective Date (provided that all of the unvested Shares shall become fully vested upon a “Change-of-Control” (as defined in the Employment Agreement). Stockholder agrees not to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of, by operation of law or otherwise, such they were Unvested Shares except as permitted by under the terms and conditions of this AgreementSection 6.

Repurchase Right for Unvested Shares. As of the Effective Date, all of the 6.1 The Company may exercise a Repurchase Right for Unvested Shares are "Unvested Shares", and shall be restricted and subject to repurchase at the Taxable Amount Per Share (as defined in the Employment Agreement) based on the following vesting schedule earlier of (shares that have vested are referred to herein as “Vested Shares”): (ia) the number date Employee ceases to be employed by the Company or a Subsidiary for any reason whatsoever, including, without limitation, termination by reason of Shares equal to two percent Retirement, Disability or death or with or without cause and (2%) of the total number of Common Stock Equivalents (as defined in the Employment Agreement) outstanding on the Original Issue Date (as defined in the Employment Agreement) shall vest immediately upon issuance (the “Initially Vested Shares”); (ii) if the Financing (as defined in the Employment Agreement) is completed prior to the True Up Date (as defined in the Employment Agreement), then that number of Shares (or all of the remaining unvested Shares that Executive then holds if such number is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date) equaling two percent (2%) of the total number of Common Stock Equivalents outstanding on and as of the closing date of the Financing shall vest on such date; (iiib) the number of Shares (date Employee or all of the remaining unvested Shares that Executive then holds if such number is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date) equaling two percent (2%) of the total number of Common Stock Equivalents outstanding on and as of the True Up Date shall vest on such date and (iv) any remaining unvested Shares as of the True Up Date shall vest ratably on a monthly basis such that all of the remaining unvested Shares shall be fully vested on the second anniversary of the Effective Date (provided that all of the unvested Shares shall become fully vested upon a “Change-of-Control” (as defined in the Employment Agreement). Stockholder agrees not Employee's legal representative attempts to sell, assignexchange, transfer, pledge, hypothecate, pledge or otherwise dispose ofof any Unvested Shares. 6.2 The Company may exercise a Repurchase Right for Unvested Shares by giving Employee written notice within 60 days after (a) the date of such termination of employment with the Company or a Subsidiary (or exercise of the Option, if later) or (b) the date the Company has received notice of an attempted disposition. If the Company fails to give notice within such 60-day period, the Repurchase Right for Unvested Shares will terminate, unless, to the extent permitted by applicable law, Employee and the Company have extended the time for the exercise of the Repurchase Right for Unvested Shares. The Repurchase Right for Unvested Shares must be exercised, if at all, for all the Unvested Shares, except as Employee and the Company may otherwise agree. 6.3 Payment to Employee by the Company will be made in cash (by check), by operation cancellation of law all or otherwiseany portion of outstanding indebtedness of Employee to the Company, or by any combination thereof, within 30 days after the date the Company mails the written notice of exercise of the Repurchase Right for Unvested Shares. No interest will be paid on such amount. The purchase price for each share being repurchased by the Company will be an amount equal to Employee's original cost per share, as may be adjusted as provided in Section 15 of the Plan. Employee will deliver the Shares of stock being repurchased to the Company at the same time the Company delivers the purchase price to Employee. 6.4 Employee hereby authorizes and directs the Company's Secretary (or other authorized officer) or transfer agent to transfer to the Company or its assignee any Unvested Shares except as permitted by this Agreementto which the Repurchase Right for Unvested Shares is exercised.

Repurchase Right for Unvested Shares. As of the Effective Date, all of the Shares are "“Unvested Shares", ,” and shall be restricted and subject to repurchase at the Taxable Amount Per Share (as defined in the Employment Agreement) based on the following vesting schedule (shares that have vested are referred to herein as “Vested Shares”): (i) the number of Shares equal to two and a half percent (22.5%) of the total number of Common Stock Equivalents (as defined in the Employment Agreement) outstanding on the Original Issue Date (as defined in the Employment Agreement) shall vest immediately upon issuance (the “Initially Vested Shares”); (ii) if the Financing (as defined in the Employment Agreement) is completed prior to the True Up Date (as defined in the Employment Agreement), then that number of Shares (or all of the remaining unvested Shares that Executive Stockholder then holds if such number is less than two one and one quarter percent (21.25%) of the total number of Common Stock Equivalents outstanding on such date) equaling two one and one quarter percent (2%) of the total number of Common Stock Equivalents outstanding on and as of the closing date of the Financing shall vest on such date; (iii) the number of Shares (or all of the remaining unvested Shares that Executive then holds if such number is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date) equaling two percent (21.25%) of the total number of Common Stock Equivalents outstanding on and as of the True Up Date (as defined in the Employment Agreement) shall vest on such date and (iviii) any remaining unvested Shares as of the True Up Date shall vest ratably on a monthly basis such that all of the remaining unvested Shares shall be fully vested on the second anniversary of the Effective Date (provided that all of the unvested Shares shall become fully vested upon a “Change-of-Control” (as defined in the Employment Agreement). Stockholder agrees not to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of, by operation of law or otherwise, such Unvested Shares except as permitted by this Agreement.