Common use of Transfer Restrictions and Company Repurchase Option Clause in Contracts

Transfer Restrictions and Company Repurchase Option. (a) Option Shares may not, without the prior written consent of the Company, be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or by the applicable laws of descent and distribution (the "Transfer Restrictions") unless and until the Transfer Restrictions with respect to such Option Shares shall have lapsed as provided herein. The Transfer Restrictions shall lapse in their entirety: (i) with respect to one-third of the number of Option Shares specified on the first page of this Agreement at the close of business on each of the first, second and third anniversaries of the Grant Date that occur prior to your Employment Termination Date and (ii) with respect to all of the Option Shares specified on the first page of this Agreement in the event of your death, your disability (as defined in Section 1(f) of the Employment Agreement), your termination of employment by the Company without Cause (as defined in Section 1(d) of the Employment Agreement) or by you with Good Reason (as defined in Section 1(i) of the Employment Agreement), or a Change of Control (as defined in Section 1(e) of the Employment Agreement). From and after your Employment Termination Date, no further lapsing of the Transfer Restrictions shall occur and you shall forfeit any rights to and interests in the Option Shares as to which the Transfer Restrictions shall not have lapsed.The Company shall have the right, exercisable in accordance with Section 2(b) hereof, to repurchase all or any portion of the Option Shares purchased by you upon exercise of the Option with respect to which the Transfer Restrictions shall not have lapsed, at a price per share equal to the Exercise Price specified on the first page of this Agreement (the "Exercise Price"). The right of the Company to repurchase Option Shares at the Exercise Price as provided in this Section 2(a) is hereinafter referred to as the "Company Repurchase Option".

Transfer Restrictions and Company Repurchase Option. (a) Shares of Common Stock subject to the Option Shares ("Optioned Shares") and purchased upon exercise of the Option may not, without the prior written consent of the Company, be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or by the applicable laws of descent and distribution (the "Transfer Restrictions") ), unless and until the Transfer Restrictions with respect to such Option Optioned Shares shall have lapsed as provided herein. The Transfer Restrictions shall lapse in their entirety: (i) with respect to one-third entirety ninety days after the initial public offering of the number of Option Shares specified on the first page of this Agreement at the close of business on each of the first, second and third anniversaries of the Grant Date that occur prior to your Employment Termination Date and (ii) with respect to all of the Option Shares specified on the first page of this Agreement in the event of your death, your disability (as defined in Section 1(f) of the Employment Agreement), your termination of employment Common Stock by the Company without Cause (as defined in Section 1(d) is declared effective by the Securities and Exchange Commission provided such date occurs prior to the Employment Termination Date, and provided further you shall have remained continuously a director or employee of the Employment Agreement) Company or by you with Good Reason (as defined in Section 1(i) a subsidiary of the Employment Agreement), or a Change of Control (as defined in Section 1(e) of Company the Employment Agreement)Grant Date. From and after your the Employment Termination Date, no further lapsing of the Transfer Restrictions shall occur occur, and you shall forfeit any rights to and interests in thereupon the Option Shares as to which the Transfer Restrictions shall not have lapsed.The Company shall have the right, exercisable in accordance with Section 2(b3(b) hereof, to repurchase all or any portion of the Option Optioned Shares purchased by you upon exercise of the Option with respect to which the Transfer Restrictions shall not have lapsed, at a price per share equal to the Exercise Price specified on the first page of this Agreement (the "Exercise Price"). The right of the Company to repurchase Option Optioned Shares at the Exercise Price as provided in this Section 2(a3(a) is hereinafter referred to as the "Company Repurchase Option".

Transfer Restrictions and Company Repurchase Option. (a) Shares of Common Stock subject to the Option Shares ("Optioned Shares") and purchased upon exercise of the Option may not, without the prior written consent of the Company, be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or by the applicable laws of descent and distribution or to the Company pursuant to the provisions of ARTICLE NINTH, Section (9) of the Company's Restated Certificate of Incorporation, as amended from time to time (the "Transfer Restrictions") unless and until the Transfer Restrictions with respect to such Option Optioned Shares shall have lapsed as provided herein. The Transfer Restrictions shall lapse in their entirety: (i) entirety with respect to one-third fifth of the number of Option Optioned Shares specified on the first page of this Agreement at the close of business on each of the first, second second, third, fourth and third fifth anniversaries of the Grant Date that occur which occurs prior to your the Employment Termination Date and (ii) with respect to all Date, provided you shall have remained continuously a director or employee of the Option Shares specified on the first page of this Agreement in the event of your death, your disability (as defined in Section 1(f) Company or a subsidiary of the Employment Agreement), your termination of employment by Company since the Company without Cause (as defined in Section 1(d) of the Employment Agreement) or by you with Good Reason (as defined in Section 1(i) of the Employment Agreement), or a Change of Control (as defined in Section 1(e) of the Employment Agreement)Grant Date. From and after your the Employment Termination Date, no further lapsing of the Transfer Restrictions shall occur occur, and you shall forfeit any rights to and interests in thereupon the Option Shares as to which the Transfer Restrictions shall not have lapsed.The Company shall have the right, exercisable in accordance with Section 2(b) hereof, to repurchase all or any portion of the Option Optioned Shares purchased by you upon exercise of the Option with respect to which the Transfer Restrictions shall not have lapsed, at a price per share equal to the Exercise Price specified on the first page of this Agreement (the "Exercise Price"). The right of the Company to repurchase Option Optioned Shares at the Exercise Price as provided in this Section 2(a) is hereinafter referred to as the "Company Repurchase Option".

Transfer Restrictions and Company Repurchase Option. (a) Shares of Common Stock subject to the Option Shares ("Optioned Shares") and purchased upon exercise of the Option may not, without the prior written consent of the Company, be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or by the applicable laws of descent and distribution (the "Transfer Restrictions") ), unless and until the Transfer Restrictions with respect to such Option Optioned Shares shall have lapsed as provided herein. The Transfer Restrictions shall lapse in their entirety: (i) with respect to one-third entirety ninety days after the initial public offering of the number of Option Shares specified on the first page of this Agreement at the close of business on each of the first, second and third anniversaries of the Grant Date that occur prior to your Employment Termination Date and (ii) with respect to all of the Option Shares specified on the first page of this Agreement in the event of your death, your disability (as defined in Section 1(f) of the Employment Agreement), your termination of employment Common Stock by the Company without Cause (as defined in Section 1(d) is declared effective by the Securities and Exchange Commission, provided such date occurs prior to the Employment Termination Date, and provided further you shall have remained continuously a director or employee of the Employment Agreement) Company or by you with Good Reason (as defined in Section 1(i) a subsidiary of the Employment Agreement), or a Change of Control (as defined in Section 1(e) of Company since the Employment Agreement)Grant Date. From and after your the Employment Termination Date, no further lapsing of the Transfer Restrictions shall occur occur, and you shall forfeit any rights to and interests in thereupon the Option Shares as to which the Transfer Restrictions shall not have lapsed.The Company shall have the right, exercisable in accordance with Section 2(b3(b) hereof, to repurchase all or any portion of the Option Optioned Shares purchased by you upon exercise of the Option with respect to which the Transfer Restrictions shall not have lapsed, at a price per share equal to the Exercise Price specified on the first page of this Agreement (the "Exercise Price"). The right of the Company to repurchase Option Optioned Shares at the Exercise Price as provided in this Section 2(a3(a) is hereinafter referred to as the "Company Repurchase Option".