Common use of Unvested and Vested Shares Clause in Contracts

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 -------------------------- the schedule set forth herein are "Vested Shares". Shares that are not vested pursuant to the schedule set forth herein Vested Shares (as -------------------------- defined in this Section) 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 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 been employed by the Company or any Subsidiary or Parent of the Company, at all times from the Effective Date until July 3January 30, 2000 1997 (the "First Vesting Date"), then ------------------ on the First Vesting Date twelve and half percent (12.5%) an additional 18.75% of the Shares will become Vested Shares; and thereafter, 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) 2.0833% 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 ." B. Sections 5(f) 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 (75,0005(g) of the Shares at Founder's Agreement are amended by deleting them in their entirety. 2. Except as amended by this Amendment, the Repurchase Option Price (as defined Founder's Agreement will continue in Section 5.5 below)full force and effect. 3. No Shares will become Vested Shares after the Termination Date. If the application of the vesting percentage results in a fractional share, such share This Amendment shall be rounded up to considered a part of and construed in conjunction with the nearest whole share for each month except for 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 last month in such vesting period, at the end of which last month the balance of Unvested Shares shall become fully Vested Shares"Company") and Xxxxxx Xxxxx ("Founder").

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 Vested Shares (as -------------------------- defined in this Section) 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 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 been employed by the Company or any Subsidiary or Parent of the Company, at all times from the Effective Date until July 3January 30, 2000 1997 (the "First Vesting Date"), then on the First Vesting Date twelve and half percent (12.5%) an additional 18.75% of the Shares will become Vested Shares; and thereafter, 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) 2.0833% 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 ." B. Sections 5(f) 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 (75,0005(g) of the Shares at Founder's Agreement are amended by deleting them in their entirety. 2. Except as amended by this Amendment, the Repurchase Option Price (as defined Founder's Agreement will continue in Section 5.5 below)full force and effect. 3. No Shares will become Vested Shares after the Termination Date. If the application of the vesting percentage results in a fractional share, such share This Amendment shall be rounded up to considered a part of and construed in conjunction with the nearest whole share for each month except for Founder's Agreement. 4. This Amendment may be executed in counterparts. COMPANY: FOUNDER: Liquid Audio, Inc. a California corporation By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx ------------------------- --------------------------- Xxxxxx X. Xxxxxx 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 last month in such vesting period, at the end of which last month the balance of Unvested Shares shall become fully Vested Shares"Company") and Xxxxxx X. Xxxxxx ("Founder").

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 Vested Shares (as -------------------------- defined in this Section) 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 Date, none of --------------- the Shares will be Vested Shares and all of the Shares will be Unvested Shares. If Purchaser has been continuously been employed by the Company or any Subsidiary or Parent of the Company, at all times from the Effective Date until July 3January 30, 2000 1997 (the "First Vesting Date"), then on the ------------------ First Vesting Date twelve and half twenty-five percent (12.525%) of the Shares will become Vested Shares; and thereafter, 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) 2.0833% 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 ." B. Sections 5(f) 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 (75,0005(g) of the Shares at Founder's Agreement are amended by deleting them in their entirety. 2. Except as amended by this Amendment, the Repurchase Option Price (as defined Founder's Agreement will continue in Section 5.5 below)full force and effect. 3. No Shares will become Vested Shares after the Termination Date. If the application of the vesting percentage results in a fractional share, such share This Amendment shall be rounded up to considered a part of and construed in conjunction with the nearest whole share for each month except for 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 last month in such vesting period, at the end of which last month the balance of Unvested Shares shall become fully Vested Shares"Company") and Xxxxxx Xxxxx ("Founder").