Unvested and Vested Shares. Shares that are vested pursuant to the schedule set forth in Section 5.2 below are "VESTED SHARES." Shares that are not vested pursuant
Unvested and Vested Shares. Shares that are not Vested Shares (as defined in this Section) are "Unvested Shares". On the Effective Date, twenty percent (20%) of the Shares will be Vested Shares. If Purchaser has been continuously employed by the Company at all times from the Effective Date until July 13, 1999 (the "FIRST VESTING DATE"), then on the First Vesting Date, an additional twenty (20%) of the Shares will become Vested Shares; and thereafter, for so long (and only for so long) as Purchaser remains continuously employed by the Company at all times after the First Vesting Date, an additional 1.667% of the Shares will become Vested Shares upon the expiration of each full calendar month elapsed after the First Vesting Date. No Shares will become Vested Shares after the Termination Date.
Unvested and Vested Shares. Shares of Parent’s common stock (that are a Principal’ part of the Closing Merger Consideration) that are vested pursuant to the schedule set forth herein are "Vested Shares". Shares of Parent’s common stock (that are a Principals’ part of the Closing Merger Consideration) that are not vested pursuant to the schedule set forth herein are "Unvested Shares". Unvested Shares may not be sold or otherwise transferred by a Principal without the Parent's prior written consent. On the Effective Date all of the Closing Merger Consideration held by the Principals will be Unvested Shares. If a Principal has continuously been Engaged or Employed by the Parent or any subsidiary or parent entity of the Parent, at all times from the Effective Date until June 22, 2005 (the "First Vesting Date"), then on the First Vesting Date 1/24th of the such Principals’ Merger Consideration will become Vested Shares; and thereafter, for so long (and only for so long) as such Principal remains Engaged or Employed by the Parent or any subsidiary or parent of the Parent, at all times after the First Vesting Date, an additional 1/24th of such Principals’ Merger Consideration will become Vested Shares upon the expiration of each full month elapsed after the First Vesting Date. No Shares will become Vested Shares after the Termination Date. If the application of the vesting percentage results in a fractional share, such share shall be rounded up to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month the balance of Unvested Shares shall become fully Vested Shares.
Unvested and Vested Shares. (a) Shares that are released from the Company's Repurchase Option pursuant to this Section 5.1 are "
Unvested and Vested Shares. Shares that are not Vested Shares (as -------------------------- defined in this Section) are "Unvested Shares." On the Effective Date, 6.25% of --------------- the Shares will be Vested Shares and 93.75% of the Shares will be Unvested Shares. If Purchaser has been continuously employed by the Company at all times from the Effective Date until January 30, 1997 (the "First Vesting Date"), then ------------------ on the First Vesting Date an additional 18.75% of the Shares will become Vested Shares; and thereafter for so long (and only so long) as Purchaser remains continuously employed by the Company at all times after the First Vesting Date, an additional 2.0833% of the Shares will become Vested Shares upon the expiration of each full month elapsed after the First Vesting Date."
B. Sections 5(f) and 5(g) of the Founder's Agreement are amended by deleting them in their entirety.
2. Except as amended by this Amendment, the Founder's Agreement will continue in full force and effect.
3. This Amendment shall be considered a part of and construed in conjunction with the Founder's Agreement.
4. This Amendment may be executed in counterparts. COMPANY: FOUNDER: Liquid Audio, Inc. a California corporation By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxx ------------------------- -------------------------- Xxxxxx Xxxxx SECOND AMENDMENT TO FOUNDER'S RESTRICTED STOCK PURCHASE AGREEMENT This Amendment is made and entered into as of August 27, 1997 between Liquid Audio, Inc., a California corporation (the "Company") and Xxxxxx Xxxxx ("Founder").
Unvested and Vested Shares. Shares that are subject to Netergy's Repurchase Option are referred to as "UNVESTED SHARES" and Shares that are no longer subject to Netergy's Repurchase Option are deemed "VESTED SHARES." On the Effective Date, 100% of the Shares will be Unvested Shares. Thereafter, for so long (and only for so long) as Employee remains continuously employed by UForce at all times, the Unvested Shares will become Vested Shares as set forth in the schedule provided in Exhibit A. No Unvested Shares will become Vested Shares after the Termination Date.
Unvested and Vested Shares. Shares that are not Unvested Shares (as defined in this Section) are "Vested Shares". On the Effective Date 50% of the Shares will be Unvested Shares. Thereafter, for so long (and only for so long) as Shareholder remains continuously employed by Odisei at all times an additional 1/36th of the Unvested Shares will become Vested Shares upon the expiration of each full month elapsed after the Effective Date. No Unvested Shares will become Vested Shares after the date of any termination of employment (the "Termination Date").
Unvested and Vested Shares. Shares that are not Vested Shares (as -------------------------- defined in this Section) are "Unvested Shares". On the Effective Date all of --------------- the Shares will be Unvested Shares. For so long (and only for so long) as Xxxxxx remains continuously employed by the Company at all times after the Effective Date, one forty-eighth (1/48) of the Shares (rounded to the nearest whole share) will become Vested Shares upon the expiration of each full month elapsed after the Effective Date. No Shares will become Vested Shares after the Termination Date.
Unvested and Vested Shares. Shares that are vested pursuant to -------------------------- the schedule set forth herein are "Vested Shares". Shares that are not vested pursuant to the schedule set forth herein are "Unvested Shares". Unvested Shares may not be sold or otherwise transferred by Purchaser without the Company's prior written consent. On the Effective Date all of the Shares will be Unvested Shares. If Purchaser has continuously been employed by the Company or any Subsidiary or Parent of the Company, at all times from the Effective Date until July 3, 2000 (the "First Vesting Date"), then on the First Vesting Date twelve and half percent (12.5%) of the Shares will become Vested Shares; and thereafter, for so long (and only for so long) as Purchaser remains continuously employed by the Company or any Subsidiary or Parent of the Company, at all times after the First Vesting Date, an additional two and eighty three thousandths percent (2.083) of the Shares will become Vested Shares upon the expiration of each full calendar month elapsed after the First Vesting Date. If the Company does not achieve a total market valuation of Two Billion Dollars ($2,000,000,000), as calculated at the end of the business day, on or before February 15, 2002 and sustain such market valuation for five (5) consecutive business days, then the Company will have the option to repurchase from Purchaser (or from Purchaser's personal representative, as the case may be) Seventy-Five Thousand (75,000) of the Shares at the Repurchase Option Price (as defined in Section 5.5 below). No Shares will become Vested Shares after the Termination Date. If the application of the vesting percentage results in a fractional share, such share shall be rounded up to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month the balance of Unvested Shares shall become fully Vested Shares.
Unvested and Vested Shares. Shares that are vested pursuant to this Section 5.1 are “Vested Shares.” Shares that are not vested pursuant to this Section 5.1 are “Unvested Shares.” Unvested Shares may not be sold or otherwise transferred by Purchaser without the Company’s prior written consent. On the Effective Date all of the Shares will be Unvested Shares. Subject to the terms and conditions of the Plan and this Agreement, Shares shall vest as follows: (a) if Purchaser has continuously provided services to the Company, or any Parent or Subsidiary of the Company, then on the second anniversary of the Effective Date (the “Vesting Date”), one hundred percent (100%) of the Shares shall vest; provided, however, that with respect to one-third of such Shares, Purchaser shall not transfer, assign, gxxxx x xxxx or security interest in, pledge, hypothecate, encumber or otherwise dispose of any of such Shares until the third anniversary of the Effective Date except as otherwise provided in Section 1.4. No Shares will become Vested Shares after the Termination Date. The number of Shares that are Vested Shares or Unvested Shares will be proportionally adjusted for any stock split or similar change in the capital structure of the Company as set forth in Section 2.2 of the Plan.
