Common use of SHARE REPURCHASE RIGHT Clause in Contracts

SHARE REPURCHASE RIGHT. At any time prior to the expiration of six (6) months from termination of your employment with the Company for any reason, the Company shall have the right, but shall not be obligated, to repurchase any Shares (and/or any securities acquired in connection with or exchange for the Shares) acquired pursuant to the terms of this Option (the "Repurchase Right") by giving you or the holder of such Shares written notice of the Company's intention to exercise such Repurchase Right prior to the expiration of such six-month period (the "Notice"). The per-share purchase price for the Shares shall be determined as follows: (a) in the event your employment with the Company terminates for any of the reasons specified in Section 2(a) above, the per-share purchase price for the Shares shall be equal to the lesser of (i) your Option Price; or (ii) the applicable NATI Multiple Price, as determined below; and (b) in the event your employment with the Company terminates for any of the reasons specified in Section 2(b) or 2(c) above, the per-share purchase price for the Shares shall be equal to the applicable "NATI Multiple Price." The "NATI Multiple Price" per Share shall be (A) the average of the Annualized Net After-Tax Income per Share for each of the eight most recently completed fiscal quarters of the Company prior to the date of the termination of such employment multiplied by (B) seven (7). For purposes hereof, the "Annualized Net After-Tax Income" of the Company for any fiscal period shall be the consolidated income after taxes of the Company for such period on an annualized basis, determined in accordance with generally accepted accounting principles, consistently applied. The calculations required by this Section 5(b) shall be made on a fully-diluted, as-converted basis by the independent certified public accountants for the Company, whose determination shall be final and binding on all parties hereto.

SHARE REPURCHASE RIGHT. At any time prior to later of the expiration of six (6a) months ninety (90) days from termination of your employment with the Company for any reason, or (b) ninety (90) days after your latest exercise of this Option, the Company shall have the right, but shall not be obligated, to repurchase any Shares (and/or any securities acquired in connection with or exchange for the Shares) acquired pursuant to the terms of this Option (the "Repurchase Right") by giving you or the holder of such Shares written notice of the Company's intention to exercise such Repurchase Right prior to the later expiration of such six-month period (the "Notice"). The per-share purchase price for the Shares shall be determined as follows: (a) in the event your employment with the Company terminates is terminated for any "cause" as defined above or if the Committee shall determine that at the time of the reasons specified in Section 2(a) abovesuch termination your employment could then have been terminated for cause, the per-share purchase price for the Shares shall be equal to the lesser of (i) your Option Price; or (ii) the applicable NATI Multiple Fair Market Price, as determined below; and (b) in the event your employment with the Company terminates for other than any of the reasons specified in Section 2(b) or 2(c5(a) above, the per-share purchase price for the Shares shall be equal to the applicable "NATI Multiple Fair Market Price." The "NATI Multiple Fair Market Price" per Share shall be (A) the average of the Annualized Net After-Tax Income per Share for each of the eight four (4) most recently completed fiscal quarters of the Company prior to the date of the termination of such employment Notice multiplied by (B) seven (7). For purposes hereof, the "Annualized Net After-Tax Income" of the Company for any fiscal period shall be the consolidated income after taxes of the Company for such period on an annualized basis, determined in accordance with generally accepted accounting principles, consistently applied. The calculations required by this Section 5(b) shall be made on a fully-diluted, as-converted basis by the independent certified public accountants for the Company, whose determination shall be final and binding on all parties hereto. The Repurchase Right shall terminate when the Company's securities become publicly traded.

SHARE REPURCHASE RIGHT. At any time prior to the expiration of six (6) months from termination of your employment with the Company for any reason, the Company shall have the right, but shall not be obligated, to repurchase any Shares (and/or any securities acquired in connection with or exchange for the Sharesshares) acquired pursuant to the terms of this Option (the "Repurchase Right") by giving you or the holder of such Shares written notice of the Company's intention to exercise such Repurchase Right prior to the expiration of such six-month period (the "Notice"). The per-share purchase price for the Shares shall be determined as follows: (a) in the event your employment with the Company terminates for any of the reasons specified in Section 2(a) above, the per-share purchase price for the Shares shall be equal to the lesser of (i) your Option Price; or (ii) the applicable NATI Multiple Price, as determined below; and (b) in the event your employment with the Company terminates for any of the reasons specified in Section 2(b) or 2(c) above, the per-share purchase price for the Shares shall be equal to the applicable "NATI Multiple Price." The "NATI Multiple Price" per Share shall be (A) the average of the Annualized Net After-Tax Income per Share for each of the eight most recently completed fiscal quarters of the Company prior to the date of the termination of such employment multiplied by (B) seven (7). For purposes hereof, the "Annualized Net After-Tax Income" of the Company for any fiscal period shall be the consolidated income after taxes of the Company for such period on an annualized basis, determined in accordance with generally accepted accounting principles, consistently applied. The calculations required by this Section 5(b) shall be made on a fully-diluted, as-converted basis by the independent certified public accountants for the Company, whose determination shall be final and binding on all parties hereto.