THE TRANSFERRED SHARES ARE
SUBJECT TO THE REPURCHASE RIGHT TO THE SAME EXTENT SUCH SHARES WOULD BE SO
SUBJECT IF RETAINED BY PARTICIPANT.
C.
REPURCHASE RIGHT
1.
GRANT.
THE CORPORATION IS HEREBY
GRANTED THE RIGHT (THE "REPURCHASE RIGHT"), EXERCISABLE AT ANY TIME DURING THE
NINETY (90)-DAY PERIOD FOLLOWING THE DATE PARTICIPANT CEASES FOR ANY REASON TO
REMAIN IN SERVICE, TO REPURCHASE AT THE PURCHASE PRICE ALL OR ANY PORTION OF THE
PURCHASED SHARES IN WHICH PARTICIPANT IS NOT, AT THE TIME OF HIS OR HER
CESSATION OF SERVICE, VESTED IN ACCORDANCE WITH THE VESTING SCHEDULE OR THE
PROVISIONS OF PARAGRAPH C.5 OF THIS AGREEMENT (SUCH SHARES TO BE HEREINAFTER
REFERRED TO AS THE "UNVESTED SHARES").
2.
EXERCISE OF THE REPURCHASE RIGHT.
THE
REPURCHASE RIGHT SHALL BE EXERCISABLE BY WRITTEN NOTICE DELIVERED TO EACH OWNER
OF THE UNVESTED SHARES PRIOR TO THE EXPIRATION OF THE NINETY (90)-DAY EXERCISE
PERIOD.
THE NOTICE SHALL INDICATE THE NUMBER OF UNVESTED SHARES TO BE
REPURCHASED AND THE DATE ON WHICH THE REPURCHASE IS TO BE EFFECTED, SUCH DATE TO
BE NOT MORE THAN THIRTY (30) DAYS AFTER THE DATE OF SUCH NOTICE.
THE
CERTIFICATES REPRESENTING THE UNVESTED SHARES TO BE REPURCHASED SHALL BE
DELIVERED TO THE CORPORATION ON OR BEFORE THE CLOSE OF BUSINESS ON THE DATE
SPECIFIED FOR THE REPURCHASE.
CONCURRENTLY WITH THE RECEIPT OF SUCH STOCK
CERTIFICATES, THE CORPORATION SHALL PAY TO OWNER, IN CASH OR CASH EQUIVALENT
(INCLUDING THE CANCELLATION OF ANY PURCHASE-MONEY INDEBTEDNESS), AN AMOUNT EQUAL
TO THE PURCHASE PRICE PREVIOUSLY PAID FOR THE UNVESTED SHARES TO BE REPURCHASED
FROM OWNER.
3.
TERMINATION OF THE REPURCHASE RIGHT.
THE REPURCHASE RIGHT SHALL TERMINATE WITH RESPECT TO ANY UNVESTED SHARES FOR
WHICH IT IS NOT TIMELY EXERCISED UNDER PARAGRAPH C.2.
IN ADDITION, THE
REPURCHASE RIGHT SHALL TERMINATE AND CEASE TO BE EXERCISABLE WITH RESPECT TO ANY
AND ALL PURCHASED SHARES IN WHICH PARTICIPANT VESTS IN ACCORDANCE WITH THE
FOLLOWING VESTING SCHEDULE:
2
UPON PARTICIPANT'S COMPLETION OF EACH YEAR OF SERVICE OVER THE
(
)-YEAR PERIOD MEASURED FROM
, 200
, PARTICIPANT SHALL ACQUIRE A VESTED
INTEREST IN, AND THE REPURCHASE RIGHT SHALL LAPSE WITH RESPECT TO,
PERCENT
(
%) OF THE PURCHASED SHARES.
4.
RECAPITALIZATION.
ANY NEW, SUBSTITUTED
OR ADDITIONAL SECURITIES OR OTHER PROPERTY (INCLUDING CASH PAID OTHER THAN AS A
REGULAR CASH DIVIDEND) WHICH IS BY REASON OF ANY RECAPITALIZATION DISTRIBUTED
WITH RESPECT TO THE PURCHASED SHARES SHALL BE IMMEDIATELY SUBJECT TO THE
REPURCHASE RIGHT AND ANY ESCROW REQUIREMENTS HEREUNDER, BUT ONLY TO THE EXTENT
THE PURCHASED SHARES ARE AT THE TIME COVERED BY SUCH RIGHT OR ESCROW
REQUIREMENTS.
APPROPRIATE ADJUSTMENTS TO REFLECT SUCH DISTRIBUTION SHALL BE
MADE TO THE NUMBER AND/OR CLASS OF SECURITIES SUBJECT TO THIS AGREEMENT AND TO
THE PRICE PER SHARE TO BE PAID UPON THE EXERCISE OF THE REPURCHASE RIGHT IN
ORDER TO REFLECT THE EFFECT OF ANY SUCH RECAPITALIZATION UPON THE CORPORATION'S
CAPITAL STRUCTURE; PROVIDED, HOWEVER, THAT THE AGGREGATE PURCHASE PRICE SHALL
REMAIN THE SAME.
5.
CHANGE IN CONTROL.
(A)
IMMEDIATELY PRIOR TO THE CONSUMMATION