Common use of Termination of the Purchaser's Employment Clause in Contracts

Termination of the Purchaser's Employment. (i) If the Purchaser shall cease to be employed by the Company's parent or any other subsidiary or affiliate of the Company's parent (collectively, the "Company Group"), for any reason whatsoever, the Company shall have the right (but not the obligation) to purchase from the Purchaser all or any portion of the Unvested Shares owned by the Purchaser at the time the Purchaser ceases to be employed by the Company, provided that Shares that become vested before or upon such 4 5 termination of Purchaser's employment pursuant to any provision of the Employment Agreement providing for acceleration of vesting upon the occurrence of certain events shall be deemed vested for purposes of this Agreement. Such right to purchase shall be exercisable by written notice to that effect given by the Company to the Purchaser within 30 days after the Purchaser has ceased to be employed by any member of the Company Group, as aforesaid. Upon the giving of such written notice, the Purchaser shall for all purposes cease to be a stockholder of the Company as to the Unvested Shares covered by such notice and shall have no rights against the Company or any other person in respect of such Unvested Shares except the right to receive payment for such Unvested Shares in accordance herewith. Notwithstanding the provisions of Subsection (a) of this Section 5, Unvested Shares not so purchased by the Company shall upon the expiration of such 30-day period become Vested Shares. (ii) At the time and date specified in the notice given by the Company referred to in clause (c)(i), which date shall in no event be more than 15 days after the expiration of the 30-day period for the exercise of the right to purchase set forth therein, the Purchaser shall deliver to the Company, at the business headquarters of the Company, the Unvested Shares to be sold by the Purchaser in due and proper form for transfer, against payment by the Company of the purchase price therefor, as determined in accordance with clause (c)(iii). (iii) The per Share purchase price for the Unvested Shares payable by the Company pursuant to clause (c)(ii) shall be $2.80. The number of Unvested Shares to be purchased and the per Share purchase price pursuant to this clause (c)(iii) shall be appropriately adjusted by the Board of Directors of the Company to reflect any split, reverse split, recapitalization, reorganization, merger, stock dividend, consolidation or other change in the corporate structure or the stock of the Company

Termination of the Purchaser's Employment. (i) If the Purchaser shall cease to be employed by the Company's parent Company or any other subsidiary or affiliate of the Company's parent Company (collectively, the "Company Group"), for any reason whatsoever, the Company shall have the right (but not the obligation) to purchase from the Purchaser all or any portion of the Unvested Shares owned by the Purchaser at the time the Purchaser ceases to be employed by the Company, provided that Shares that become vested before or upon such 4 5 termination of Purchaser's employment pursuant to any provision of the Employment Agreement providing for acceleration of vesting upon the occurrence of certain events shall be deemed vested for purposes of this Agreement. Such right to purchase shall be exercisable by written notice to that effect given by the Company to the Purchaser within 30 days after the Purchaser has ceased to be employed by any member of the Company Group, as aforesaid. Upon the giving of such written notice, the Purchaser shall for all purposes cease to be a stockholder of the Company as to the Unvested Shares covered by such notice and shall have no rights against the Company or any other person in respect of such Unvested Shares except the right to receive payment for such Unvested Shares in accordance herewith. Notwithstanding the provisions of Subsection (a) of this Section 5, Unvested Shares not so purchased by the Company shall upon the expiration of such 30-day period become Vested Shares.be (ii) At the time and date specified in the notice given by the Company referred to in clause (c)(i), which date shall in no event be more than 15 days after the expiration of the 30-day period for the exercise of the right to purchase set forth therein, the Purchaser shall deliver to the Company, at the business headquarters of the Company, the Unvested Shares to be sold by the Purchaser in due and proper form for transfer, against payment by the Company of the purchase price therefor, as determined in accordance with clause (c)(iii). (iii) The per Share purchase price for the Unvested Shares payable by the Company pursuant to clause (c)(ii) shall be $2.80. The number of Unvested Shares to be purchased and the per Share purchase price pursuant to this clause (c)(iii) shall be appropriately adjusted by the Board of Directors of the Company to reflect any split, reverse split, recapitalization, reorganization, merger, stock dividend, consolidation or other change in the corporate structure or the stock of the Company.

Termination of the Purchaser's Employment. (i) If Except as provided in the next to last sentence of this clause (c)(i), if the Purchaser shall cease to be employed by the Company's parent Company for any reason whatsoever or any other subsidiary or affiliate shall cease to be employed as Chief Financial Officer of the Company's parent (collectively, the "FMC Portfolio Company Group"), for any reason whatsoever, the Company shall have the right (but not the obligation) to purchase from the Purchaser all or any portion of the Unvested Shares owned by the Purchaser at the time the Purchaser ceases to be employed by the Company or the FMC Portfolio Company, provided that Shares that become vested before or upon such 4 5 termination of Purchaser's employment pursuant to any provision of as the Employment Agreement providing for acceleration of vesting upon the occurrence of certain events shall be deemed vested for purposes of this Agreementcase may be. Such right to purchase shall be exercisable by written notice to that effect given by the Company to the Purchaser within 30 60 days after the Purchaser has ceased to be employed by any member of the Company Groupor the FMC Portfolio Company, as the case may be, as aforesaid. Upon the giving of such written notice, the Purchaser shall for 7 7 all purposes cease to be a stockholder of the Company as to the Unvested Shares covered by such notice and shall have no rights against the Company or any other person in respect of such Unvested Shares except the right to receive payment for such Unvested Shares in accordance herewith. The Company's right to purchase set forth herein shall not apply in the event that (1) the Purchaser shall cease to be employed by the Company or as Chief Financial Officer of the FMC Portfolio Company, as the case may be, because his employment has been terminated by the Company or the FMC Portfolio Company, if applicable, unless such termination is for Due Cause or (2) the Purchaser shall cease to be employed by the Company due to his acceptance of a position as Chief Financial Officer of the FMC Portfolio Company. Notwithstanding the provisions of Subsection (a) of this Section 5, Unvested Shares not so purchased by the Company shall upon the expiration of such 3060-day period become Vested Shares; provided, however, that if the Purchaser shall cease to be employed by the Company upon acceptance of a position as Chief Financial Officer of the FMC Portfolio Company, then the Unvested Shares shall continue to be Unvested Shares and shall vest in accordance with Subsection (a) of this Section 5. (ii) At the time and date specified in the notice given by the Company referred to in clause (c)(i), which date shall in no event be more than 15 days after the expiration of the 3060-day period for the exercise of the right to purchase set forth therein, the Purchaser shall deliver to the Company, at the business headquarters of the Company, the Unvested Shares to be sold by the Purchaser in due and proper form for transfer, against payment by the Company of the purchase price therefor, as determined in accordance with clause (c)(iiic)(iv). (iii) If at the time of payment of the purchase price referred to in clause (c)(ii), any amount of principal of or interest on any indebtedness of the Purchaser to the Company shall be outstanding, payment of the purchase price for the Unvested Shares shall be made, at the Company's option, as a credit against such indebtedness to the extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (iv) The per Share purchase price for the Unvested Shares payable by the Company pursuant to clause (c)(ii) shall be $2.80. The number of Unvested Shares to be purchased and the per Share purchase price pursuant to this clause (c)(iii) shall be appropriately adjusted by the Board of Directors of the Company to reflect any split, reverse split, recapitalization, reorganization, merger, stock dividend, consolidation or other change in the corporate structure or the stock of the Company.

Termination of the Purchaser's Employment. (i) If the Purchaser shall cease to be employed by the Company's parent or any other subsidiary or affiliate of the Company's parent (collectively, the "Company Group"), for any reason whatsoever, including, by reason of death, disability or resignation or termination by the Company for "cause" (pursuant to Paragraph 9(c) of the Employment Letter dated the date hereof by and between the Purchaser and the Company (the "Employment Letter")) or pursuant to Paragraph 9(d) of the Employment Letter, the Company shall have the right (but not the obligation) to purchase from the Purchaser all or any portion of the Unvested Shares (for this purpose, Unvested Shares shall not include Shares vesting during the Severance Period (as defined in the Employment Letter) to the extent provided in Subsection (d) of this Section 5 below) owned by the Purchaser at the time the Purchaser ceases to be employed by the Company, provided that Shares that become vested before or upon such 4 5 termination of Purchaser's employment pursuant to any provision of the Employment Agreement providing for acceleration of vesting upon the occurrence of certain events shall be deemed vested for purposes of this Agreement. Such right to purchase shall be exercisable by written notice to that effect given by the Company to the Purchaser within 30 60 days after the Purchaser has ceased to be employed by any member of the Company GroupCompany, as aforesaid. Upon the giving of such written notice, the Purchaser shall for all purposes cease to be a stockholder of the Company as to the Unvested Shares covered by such notice and shall have no rights against the Company or any other person in respect of such Unvested Shares except the right to receive payment for such Unvested Shares in accordance herewith. Notwithstanding the provisions of Subsection (a) of this Section 5, Unvested Shares not so purchased by the Company shall upon the expiration of such 3060-day period become Vested Shares. (ii) At the time and date specified in the notice given by the Company referred to in clause (c)(i), which date shall in no event be more than 15 days after the expiration of the 3060-day period for the exercise of the right to purchase set forth therein, the Purchaser shall deliver to the Company, at the business headquarters of the Company, the Unvested Shares to be sold by the Purchaser in due and proper form for transfer, against payment by the Company of the purchase price therefor, as determined in accordance with clause (c)(iiic)(iv). (iii) If at the time of payment of the purchase price referred to in clause (c)(ii), any amount of principal of or interest on any indebtedness of the Purchaser to the Company shall be outstanding, payment of the purchase price for the Unvested Shares shall be made, at the Company's option, as a credit against such indebtedness to the extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (iv) The per Share purchase price for the Unvested Shares payable by the Company pursuant to clause (c)(ii) shall be $2.80.057. The number of Unvested Shares to be purchased and the per Share purchase price pursuant to this clause (c)(iiic)(iv) shall be appropriately adjusted by the Board of Directors of the Company to reflect any split, reverse split, recapitalization, reorganization, merger, stock dividend, consolidation subdivision or other change in the corporate structure or the stock combination of the CompanyCommon Stock of the Company or any stock dividend or like event.

Termination of the Purchaser's Employment. (i) If the Purchaser shall cease to be employed by the Company's parent or any other subsidiary or affiliate of the Company's parent (collectively, the "Company Group"), for any reason whatsoever, the Company shall have the right (but not the obligation) to purchase from the Purchaser all or any portion of the Unvested Shares owned by the Purchaser at the time the Purchaser ceases to be employed by the Company, provided that Shares that become vested before or upon such 4 5 termination of Purchaser's employment pursuant to any provision of the Employment Agreement providing for acceleration of vesting upon the occurrence of certain events shall be deemed vested for purposes of this Agreement. Such right to purchase shall be exercisable by written notice to that effect given by the Company to the Purchaser within 30 60 days after the Purchaser has ceased to be employed by any member of the Company GroupCompany, as aforesaid. Upon the giving of such written notice, the Purchaser shall for all purposes cease to be a stockholder of the Company as to the Unvested Shares covered by such notice and shall have no rights against the Company or any other person in respect of such Unvested Shares except the right to receive payment for such Unvested Shares in accordance herewith. Notwithstanding the provisions of Subsection (a) of this Section 5, Unvested Shares not so purchased by the Company shall upon the expiration of such 3060-day period become Vested Shares. (ii) At the time and date specified in the notice given by the Company referred to in clause (c)(i), which date shall in no event be more than 15 days after the expiration of the 3060-day period for the exercise of the right to purchase set forth therein, the Purchaser shall deliver to the Company, at the business headquarters of the Company, the Unvested Shares to be sold by the Purchaser in due and proper form for transfer, against payment by the Company of the purchase price therefor, as determined in accordance with clause (c)(iiic)(iv). (iii) If at the time of payment of the purchase price referred to in clause (c)(ii), any amount of principal of or interest on any indebtedness of the Purchaser to the Company shall be outstanding, payment of the purchase price for the Unvested Shares shall be made, at the Company's option, as a credit against such indebtedness to the extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (iv) The per Share purchase price for the Unvested Shares payable by the Company pursuant to clause (c)(ii) shall be $2.800.10. The number of Unvested Shares to be purchased and the per Share purchase price pursuant to this clause (c)(iiic)(iv) shall be appropriately adjusted by the Board of Directors of the Company to reflect any split, reverse split, recapitalization, reorganization, merger, stock dividend, consolidation subdivision or other change in the corporate structure or the stock 7 7 combination of the CompanyCommon Stock of the Company or any stock dividend or like event.

Termination of the Purchaser's Employment. (i) If the Purchaser shall cease to be employed by the CompanyCompany by reason of (x) the Purchaser's parent voluntary resignation from his employment with the Company or any other subsidiary or affiliate (y) the termination by the Company of his employment for due cause pursuant to his employment agreement dated the Company's parent (collectively, date hereof by and between the "Company Group"), for any reason whatsoeverand the Purchaser, the Company shall have the right (but not the obligation) to purchase from the Purchaser all or any portion of the Unvested Shares owned by the Purchaser at the time the Purchaser ceases to be employed by the Company, provided that Shares that become vested before Company in accordance with clause (c)(i)(x) or upon such 4 5 termination of Purchaser's employment pursuant to any provision of the Employment Agreement providing for acceleration of vesting upon the occurrence of certain events shall be deemed vested for purposes (c)(i)(y) of this AgreementSection 5. Such right to purchase shall be exercisable by written notice to that effect given by the Company to the Purchaser within 30 60 days after the Purchaser has ceased to be employed in accordance with clause (c)(i)(x) or (c)(i)(y) of this Section 5 by any member of the Company GroupCompany, as aforesaid. Upon the giving of such written notice, the Purchaser shall for all purposes cease to be a stockholder of the Company as to the Unvested Shares covered by such notice and shall have no rights against the Company or any other person in respect of such Unvested Shares except the right to receive payment for such Unvested Shares in accordance herewith. Notwithstanding the provisions of Subsection (a) of this Section 5, Unvested Shares not so purchased by the Company shall upon the expiration of such 3060-day period become Vested Shares. (ii) At the time and date specified in the notice given by the Company referred to in clause (c)(i), which date shall in no event be more than 15 days after the expiration of the 3060-day period for the exercise of the right to purchase set forth therein, the Purchaser shall deliver to the Company, at the business headquarters of the Company, the Unvested Shares to be sold by the Purchaser in due and proper form for transfer, against payment by the Company of the purchase price therefor, as determined in accordance with clause (c)(iiic)(iv). (iii) If at the time of payment of the purchase price referred to in clause (c)(ii), any amount of principal of or interest on any indebtedness of the Purchaser to the Company shall be outstanding, payment of the purchase price for the Unvested Shares shall be made, at the Company's option, as a credit against such indebtedness to the extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (iv) The per Share purchase price for the Unvested Shares payable by the Company pursuant to clause (c)(ii) shall be $2.800.057. The number of Unvested Shares to be purchased and the per Share purchase price pursuant to this clause (c)(iiic)(iv) shall be appropriately adjusted by the Board of Directors of the Company to reflect any split, reverse split, recapitalization, reorganization, merger, stock dividend, consolidation subdivision or other change in the corporate structure or the stock combination of the CompanyCommon Stock of the Company or any stock dividend or like event.

Termination of the Purchaser's Employment. (i) If the Purchaser shall cease to be employed by the Company's parent or any other subsidiary or affiliate of the Company's parent (collectively, the "Company Group"), for any reason whatsoever, the Company shall have the right (but not the obligation) to purchase from the Purchaser all or any portion of the Unvested Shares owned by the Purchaser at the time the Purchaser ceases to be employed by the Company, provided that Shares that become vested before or upon such 4 5 termination of Purchaser's employment pursuant to any provision of the Employment Agreement providing for acceleration of vesting upon the occurrence of certain events shall be deemed vested for purposes of this Agreement. Such right to purchase shall be exercisable by written notice to that effect given by the Company to the Purchaser within 30 60 days after the Purchaser has ceased to be employed by any member of the Company GroupCompany, as aforesaid. Upon the giving of such written notice, the Purchaser shall for all purposes cease to be a stockholder of the Company as to the Unvested Shares covered by such notice and shall have no rights against the Company or any other person in respect of such Unvested Shares except the right to receive payment for such Unvested Shares in accordance herewith. Notwithstanding the provisions of Subsection (a) of this Section 5, Unvested Shares not so purchased by the Company shall upon the expiration of such 3060-day period become Vested Shares. (ii) At the time and date specified in the notice given by the Company referred to in clause (c)(i), which date shall in no event be more than 15 days after the expiration of the 3060-day period for the exercise of the right to purchase set forth therein, the Purchaser shall deliver to the Company, at the business headquarters of the Company, the Unvested Shares to be sold by the Purchaser in due and proper form for transfer, against payment by the Company of the purchase price therefor, as determined in accordance with clause (c)(iiic)(iv). (iii) If at the time of payment of the purchase price referred to in clause (c)(ii), any amount of principal of or interest on any indebtedness of the Purchaser to the Company shall be outstanding, payment of the purchase price for the Unvested Shares shall be made, at the Company's option, as a credit against such indebtedness to the extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (iv) The per Share purchase price for the Unvested Shares payable by the Company pursuant to clause (c)(ii) shall be $2.800.057. The number of Unvested Shares to be purchased and the per Share purchase price pursuant to this clause (c)(iiic)(iv) shall be appropriately adjusted by the Board of Directors of the Company to reflect any split, reverse split, recapitalization, reorganization, merger, stock dividend, consolidation subdivision or other change in the corporate structure or the stock combination of the CompanyCommon Stock of the Company or any stock dividend or like event.