WITHOUT CAUSE (SUCH CESSATION OF SERVICE A
"TERMINATION" AND THE DATE ON WHICH SUCH CESSATION OCCURS BEING REFERRED TO AS
THE "TERMINATION DATE"), THE COMPANY AND/OR MDCP SHALL HAVE THE OPTION TO
REPURCHASE YOUR UNVESTED RESTRICTED SHARES (THE "UNVESTED SHARES") AND VESTED
RESTRICTED SHARES (THE "VESTED SHARES"), IN ACCORDANCE WITH THIS PARAGRAPH 5(A),
AT THE PRICE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH 5(C) (THE
OPTION TO PURCHASE UNVESTED SHARES IS REFERRED TO HEREIN AS THE "UNVESTED SHARE
REPURCHASE OPTION" AND THE OPTION TO PURCHASE VESTED SHARES IS REFERRED TO
HEREIN AS THE "VESTED SHARE REPURCHASE OPTION").
(I)
THE COMPANY MAY ELECT TO PURCHASE ALL OR ANY PORTION OF YOUR
RESTRICTED SHARES BY DELIVERY OF A REPURCHASE NOTICE TO YOU (AND WITH RESPECT TO
VESTED SHARES, ANY OTHER HOLDER(S) OF VESTED SHARES) WITHIN 30 DAYS AFTER THE
DATE THAT IS SIX MONTHS AFTER THE APPLICABLE TERMINATION DATE.
THE REPURCHASE
NOTICE SHALL SET FORTH THE NUMBER OF VESTED SHARES AND/OR UNVESTED SHARES TO BE
ACQUIRED FROM YOU AND SUCH OTHER HOLDER(S), THE AGGREGATE CONSIDERATION TO BE
PAID FOR SUCH SHARES AND THE TIME AND PLACE FOR THE CLOSING OF THE TRANSACTION.
THE NUMBER OF VESTED SHARES TO BE REPURCHASED BY THE COMPANY SHALL FIRST BE
SATISFIED, TO THE EXTENT POSSIBLE, FROM THE VESTED SHARES HELD BY YOU AT THE
TIME OF DELIVERY OF THE REPURCHASE NOTICE.
IF THE NUMBER OF VESTED SHARES THEN
HELD BY YOU IS LESS THAN THE TOTAL NUMBER OF VESTED SHARES THE COMPANY HAS
ELECTED TO PURCHASE, THEN THE COMPANY SHALL PURCHASE THE REMAINING SHARES
ELECTED TO BE PURCHASED FROM THE OTHER HOLDERS THEREOF, PRO RATA ACCORDING TO
THE NUMBER OF SHARES HELD BY EACH SUCH HOLDER AT THE TIME OF DELIVERY OF SUCH
REPURCHASE NOTICE (DETERMINED AS CLOSE AS PRACTICAL TO THE NEAREST WHOLE SHARE).
(II)
IF FOR ANY REASON THE COMPANY DOES NOT ELECT TO PURCHASE ALL OF
YOUR RESTRICTED SHARES PURSUANT TO THE VESTED REPURCHASE OPTION AND/OR THE
UNVESTED REPURCHASE OPTION, THEN MDCP SHALL BE ENTITLED TO EXERCISE THE
COMPANY'S VESTED REPURCHASE OPTION AND/OR UNVESTED REPURCHASE OPTION IN THE
MANNER SET FORTH IN THIS PARAGRAPH 5(A)(II) FOR ALL OR ANY PORTION OF THE NUMBER
OF RESTRICTED SHARES THE COMPANY HAS NOT ELECTED TO PURCHASE (THE "AVAILABLE
SHARES").
AS SOON AS PRACTICABLE AFTER THE COMPANY HAS DETERMINED THAT THERE
SHALL BE AVAILABLE SHARES, BUT IN ANY EVENT WITHIN 30
DAYS AFTER THE APPLICABLE EXPIRATION DATE IN ACCORDANCE WITH PARAGRAPH 5(A)(I),
THE COMPANY SHALL DELIVER WRITTEN NOTICE (THE "AVAILABLE SHARE REPURCHASE
NOTICE") TO MDCP SETTING FORTH THE NUMBER OF AVAILABLE SHARES AND THE PRICE FOR
EACH AVAILABLE SHARE.
MDCP MAY ELECT TO PURCHASE ANY NUMBER OF AVAILABLE SHARES
BY DELIVERING WRITTEN NOTICE TO THE COMPANY WITHIN 45 DAYS AFTER RECEIPT OF THE
AVAILABLE SHARE REPURCHASE NOTICE FROM THE COMPANY.
AS SOON AS PRACTICABLE, AND
IN ANY EVENT WITHIN 15 DAYS AFTER THE EXPIRATION OF SUCH 45-DAY PERIOD, THE
COMPANY SHALL NOTIFY YOU (AND ANY OTHER HOLDER(S) OF VESTED SHARES) AS TO THE
NUMBER OF