HEREOF, IF, AS OF
THE DATE OF THE CONSUMMATION OF SUCH PUBLIC SALE, THE RSU VESTED RATIO (PRIOR TO
GIVING EFFECT TO ANY VESTING ON SUCH DATE PURSUANT TO THIS SECTION 2(G)) IS LESS
THAN THE CUMULATIVE RATIO (AFTER GIVING EFFECT TO SUCH PUBLIC SALE), THEN A
NUMBER OF UNVESTED RSUS SHALL BECOME VESTED IN CONNECTION WITH SUCH PUBLIC SALE
SUCH THAT THE RSU VESTED RATIO (AFTER GIVING EFFECT TO ANY VESTING ON SUCH DATE
PURSUANT TO THIS SECTION 2(G)) EQUALS THE CUMULATIVE RATIO (AFTER GIVING EFFECT
TO SUCH PUBLIC SALE) ON SUCH DATE, IF, AS OF SUCH DATE, EXECUTIVE HAS BEEN
CONTINUOUSLY EMPLOYED BY THE COMPANY, EMPLOYER OR ANY OF THEIR SUBSIDIARIES FROM
THE DATE OF THIS AGREEMENT THROUGH AND INCLUDING SUCH DATE.
NOTWITHSTANDING,
AND IN ADDITION TO, ANY VESTING PURSUANT TO THIS SECTION 2(G), THE RSUS SHALL
CONTINUE TO VEST AS SET FORTH IN THE RSU AGREEMENT.
3.
REPURCHASE OPTION.
(A)
IN THE EVENT OF A SEPARATION, THE UNVESTED SHARES (WHETHER HELD BY
EXECUTIVE OR ONE OR MORE OF EXECUTIVE'S TRANSFEREES, OTHER THAN THE COMPANY AND
THE INVESTORS) WILL BE SUBJECT TO REPURCHASE, IN EACH CASE BY THE COMPANY AND
THE INVESTORS PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 3
(THE "REPURCHASE OPTION").
THE COMPANY MAY ASSIGN ITS REPURCHASE RIGHTS SET
FORTH IN THIS SECTION 3 TO ANY PERSON.
(B)
IN THE EVENT OF A SEPARATION, THE PURCHASE PRICE FOR EACH UNVESTED SHARE
WILL BE THE LESSER OF (A) EXECUTIVE'S ORIGINAL COST FOR SUCH SHARE AND (B) THE
FAIR MARKET VALUE OF SUCH SHARE AS OF THE DELIVERY DATE OF THE REPURCHASE NOTICE
OR SUPPLEMENTAL REPURCHASE NOTICE, AS THE CASE MAY BE, IN EITHER CASE FIRST
DELIVERED PURSUANT TO SECTION 3(C).
(C)
IN THE EVENT OF A SEPARATION, THE COMPANY (WITH THE APPROVAL OF THE BOARD)
MAY ELECT TO PURCHASE ALL OR ANY PORTION OF THE UNVESTED SHARES PURSUANT TO THIS
SECTION 3 BY DELIVERING WRITTEN NOTICE (THE "REPURCHASE NOTICE") TO THE HOLDER
OR HOLDERS OF SUCH SECURITIES WITHIN SIX MONTHS AND 10 DAYS AFTER THE
SEPARATION.
THE REPURCHASE NOTICE WILL SET FORTH THE NUMBER OF UNVESTED SHARES
TO BE ACQUIRED FROM EACH HOLDER, THE AGGREGATE CONSIDERATION TO BE PAID FOR SUCH
SHARES AND THE TIME AND PLACE FOR THE CLOSING OF THE TRANSACTION.
UNVESTED
SHARES TO BE REPURCHASED BY THE COMPANY SHALL FIRST BE SATISFIED TO THE EXTENT
POSSIBLE FROM THE UNVESTED SHARES HELD BY EXECUTIVE AT THE TIME OF DELIVERY OF
THE REPURCHASE NOTICE.
IF THE NUMBER OF UNVESTED SHARES TO BE REPURCHASED BY
THE COMPANY THEN HELD BY EXECUTIVE IS LESS THAN THE TOTAL NUMBER OF UNVESTED
SHARES THAT THE COMPANY HAS ELECTED TO PURCHASE, THE COMPANY SHALL PURCHASE THE
REMAINING UNVESTED SHARES ELECTED TO BE PURCHASED FROM THE OTHER HOLDER(S) OF
UNVESTED SHARES UNDER THIS AGREEMENT (I.E., EXECUTIVE'S PERMITTED TRANSFEREES),
PRO RATA ACCORDING TO THE NUMBER OF UNVESTED SHARES HELD BY SUCH OTHER
HOLDER(S) AT THE TIME OF DELIVERY OF SUCH REPURCHASE NOTICE (DETERMINED AS
NEARLY AS PRACTICABLE TO THE