The Repurchase Option. In the event Executive ceases to be --------------------- employed by the Company and its Subsidiaries for any reason (the "Termination"), ----------- the Executive Stock then in existence (whether held by Executive or one or more of Executive's transferees) will be subject to repurchase by the Company pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option"). "Executive Stock" means the Class B Common and Class C ----------------- --------------- Common issued to Executive hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), the Class A Common purchased by Executive under the Stock Purchase Agreement, any other shares of Common Stock or other Company securities acquired by Executive at any time that this Agreement is in effect, and any securities issued directly or indirectly with respect to the aforementioned securities (including in connection with any stock dividend, merger, combination, reorganization or recapitalization), provided -------- that shares of Executive Stock shall cease to be Executive Stock when they have been transferred (including to the Company and/or its assignees by virtue of this Repurchase Option) in compliance with this Agreement, the Stock Purchase Agreement and the Stockholders Agreement to any Person other than a Permitted Transferee (as defined in the Stockholders Agreement). "Vested Executive Stock" ---------------------- means all Executive Stock other than Unvested Shares.
Appears in 4 contracts
Samples: Executive Stock Agreement and Employment Agreement (Focal Communications Corp), Executive Stock Agreement and Employment Agreement (Focal Communications Corp), Executive Stock Agreement and Employment Agreement (Focal Communications Corp)