Common use of RETENTION OF EMPLOYEE STOCK Clause in Contracts

RETENTION OF EMPLOYEE STOCK. Until the fifth anniversary of the date of this Agreement, Employee shall not sell, transfer, assign, pledge or otherwise dispose of any interest in any shares of Employee Stock, except pursuant to: (i) a Sale of the Company, (ii) Section 3 of this Agreement, (iii) Section 4 of the Stockholders Agreement, (iv) a sale described in clause (i) of the definition of "PUBLIC SALE," or (v) after a Public Offering, upon any sale by the Investors or an Affiliate of the type described in clause (ii) of the definition of "PUBLIC SALE" (a "RULE 144 SALE"), to the extent of the lesser of (a) the number of shares of Employee Stock held by Employee that are not subject to repurchase at Original Cost and (b) the number of shares of Employee Stock held by Employee multiplied by a fraction, the numerator of which is the number of shares of Common Stock sold by the Investors and their Affiliates in the Rule 144 Sale and the denominator of which is the total number of shares of Common Stock held by the Investors and their Affiliates immediately prior to such sale.