STOCK RETENTION GUIDELINES. As a condition to receiving the Option grant, Participant acknowledges and agrees to hold a number of shares and/or options with such value and for such period of time as set forth below:
STOCK RETENTION GUIDELINES. At all times during the Executive’s continued full-time employment by the Company, the Executive shall hold an aggregate amount of “Company Equity” with a value equal to or greater than $10,000,000 (the “Retention Limit”), at least $5,000,000 of which shall constitute Common Stock held by the Executive (the “Common Stock Limit”). This Retention Limit and the Common Stock Limit will supersede any Retention Limit in any prior dated option or other agreement between the Company and the Executive. For purposes of this Section 4(g), the Company Equity shall be an amount equal to (i) the Fair Market Value of any Common Stock held by the Executive plus (ii) the value of all vested options then held by the Executive, which will be equal to the Fair Market Value of the Common Stock underlying the options over the exercise price. If at any time after the date hereof the aggregate amount of Company Equity held by the Executive falls below the Retention Limit or if the aggregate amount of Common Stock held by the Executive falls below the Common Stock Limit, in either case, because of a decline in the Fair Market Value of the Common Stock from its Fair Market Value as of the date hereof, the Executive will have three (3) years to reach the Retention Limit or the Common Stock Limit, as applicable. The Executive agrees not to make any sales of vested Options unless the Executive would, at the time of the sale, be in compliance with the Retention Limit and the Common Stock Limit. The Executive’s failure to hold Company Equity or Common Stock in accordance with this Section 4(g) shall, after notice from the Company to the Executive and a 30-day opportunity to cure, result in the Executive’s forfeiture of all unvested Options, unless otherwise determined by the Compensation Committee of the Board, in its sole discretion. In the event the aggregate amount of Company Equity held by the Executive falls below the Retention Limit or if the aggregate amount of Common Stock held by the Executive falls below the Common Stock Limit, in either case, because of a decline in the Fair Market Value of the Common Stock from its Fair Market Value as of the date hereof, the notice giving rise to the 30-day opportunity to cure shall not be given by the Company to the Executive until the three (3) year period referred to above has expired.
