NEAREST SHARE).
(D)
IF FOR ANY REASON THE COMPANY DOES NOT ELECT TO PURCHASE ALL OF THE
UNVESTED SHARES PURSUANT TO THE REPURCHASE OPTION, THE INVESTORS SHALL BE
ENTITLED TO EXERCISE THE REPURCHASE OPTION FOR ALL OR ANY PORTION OF THE
UNVESTED SHARES THAT THE COMPANY HAS NOT ELECTED TO PURCHASE (THE "AVAILABLE
SECURITIES").
AS SOON AS PRACTICABLE AFTER THE COMPANY HAS DETERMINED THAT
THERE WILL BE AVAILABLE SECURITIES, BUT IN ANY EVENT WITHIN FIVE MONTHS AFTER
THE SEPARATION, THE COMPANY SHALL GIVE WRITTEN NOTICE (THE "OPTION NOTICE") TO
THE INVESTORS SETTING
6
FORTH THE NUMBER OF AVAILABLE SECURITIES AND THE PURCHASE PRICE FOR SUCH
AVAILABLE SECURITIES.
THE INVESTORS MAY ELECT TO PURCHASE ANY OR ALL OF THE
AVAILABLE SECURITIES BY GIVING WRITTEN NOTICE TO THE COMPANY WITHIN SIX MONTHS
AND 10 DAYS AFTER THE SEPARATION.
IF THE INVESTORS ELECT TO PURCHASE AN
AGGREGATE NUMBER OF AVAILABLE SECURITIES THAT IS GREATER THAN THE NUMBER OF
AVAILABLE SECURITIES, THE AVAILABLE SECURITIES SHALL BE ALLOCATED AMONG THE
INVESTORS BASED UPON THE NUMBER OF SHARES OF COMMON STOCK OWNED BY EACH
INVESTOR.
AS SOON AS PRACTICABLE, AND IN ANY EVENT WITHIN TEN DAYS, AFTER THE
EXPIRATION OF THE SIX-MONTH AND TEN-DAY PERIOD SET FORTH ABOVE, THE COMPANY
SHALL NOTIFY EACH HOLDER OF UNVESTED SHARES AS TO THE NUMBER OF UNVESTED SHARES
BEING PURCHASED FROM SUCH HOLDER BY THE INVESTORS (THE "SUPPLEMENTAL REPURCHASE
NOTICE").
AT THE TIME THE COMPANY DELIVERS THE SUPPLEMENTAL REPURCHASE NOTICE
TO THE HOLDER(S) OF UNVESTED SHARES, THE COMPANY SHALL ALSO DELIVER WRITTEN
NOTICE TO EACH INVESTOR SETTING FORTH THE NUMBER OF SHARES SUCH INVESTOR IS
ENTITLED TO PURCHASE, THE AGGREGATE PURCHASE PRICE AND THE TIME AND PLACE OF THE
CLOSING OF THE TRANSACTION.
(E)
THE CLOSING OF THE PURCHASE OF THE UNVESTED SHARES PURSUANT TO THE
REPURCHASE OPTION SHALL TAKE PLACE ON THE DATE DESIGNATED BY THE COMPANY IN THE
REPURCHASE NOTICE OR SUPPLEMENTAL REPURCHASE NOTICE, WHICH DATE SHALL NOT BE
MORE THAN ONE MONTH NOR LESS THAN FIVE DAYS AFTER THE DELIVERY OF THE LATER OF
EITHER SUCH NOTICE TO BE DELIVERED.
THE COMPANY WILL PAY FOR THE UNVESTED
SHARES TO BE PURCHASED BY IT PURSUANT TO THE REPURCHASE OPTION BY FIRST
OFFSETTING AMOUNTS OUTSTANDING UNDER ANY BONA FIDE DEBTS OWED BY EXECUTIVE TO
THE COMPANY, AND WILL PAY THE REMAINDER OF THE PURCHASE PRICE BY, AT ITS OPTION,
(A) A CHECK OR WIRE TRANSFER OF FUNDS, (B) THE ISSUANCE OF A SUBORDINATED
PROMISSORY NOTE OF THE COMPANY PAYABLE IN FULL IN ONE LUMP SUM ON THE THIRD
ANNIVERSARY OF THE DATE OF ISSUANCE AND BEARING INTEREST AT A RATE EQUAL TO SUCH
RATE AS MAY BE DETERMINED BY THE BOARD (PROVIDED THAT SUCH RATE MAY NOT BE LESS
THAN THE PRIME RATE (AS PUBLISHED IN THE WALL STREET JOURNAL FROM TIME TO
TIME)), WHICH INTEREST SHALL BE PAYABLE IN CASH ON A QUARTERLY BASIS, OR (C) ANY
COMBINATION OF (A) AND (B) AS THE BOARD MAY ELECT IN ITS DISCRETION; PROVIDED
THAT, TO THE EXTENT THAT THE