Common use of Transfer of Shares Upon Termination of Employment Clause in Contracts

Transfer of Shares Upon Termination of Employment. Including ------------------------------------------------------------ Death or Disability. ------------------- (a) In the event Shareholder's employment with the Corporation is terminated for any reason whatsoever, including the Shareholder's death or Disability (as defined in the 1997 Non-Qualified Stock Option Plan), the Corporation shall have the option to purchase Shareholder's Shares at the price provided in Paragraph 2.5 as though Shareholder had given notice under Paragraph 2.2 that he desired to voluntarily transfer his Shares; provided, however, that for purposes of this Paragraph 2.4, the date specified in Paragraph 2.2 for the commencement of the Corporation's option shall be the date on which Shareholder's employment with the Corporation was terminated and the period of time in which the Corporation may exercise the option shall be twelve (12) months from the date of such termination of employment. Notwithstanding the foregoing, in the event of a termination of Shareholder's employment by reason of death or Disability, the date for commencement of the Corporation's option shall be the later of (i) the date on which Shareholder's employment with the Corporation was terminated by reason of death or Disability; or (ii) the date upon which such Shareholder receives the last of the Shares subject to this Agreement and the period of time in which the Corporation may exercise the option shall be thirty (30) days from such later date. The Corporation's option under this Section 2.4 shall take precedence over any other option hereunder and Section 2.2(e) shall only apply if the Corporation fails to exercise its option prior to the occurrence of an event described therein. (b) In the event the Corporation elects not to purchase Shareholder's Shares within the time provided in Paragraph 2.2, Shareholder shall thereafter be entitled to sell, in accordance with Paragraph 2.2 hereof.