NOW THEREFORE, the parties agree as follows:
1.
SALE OF STOCK.
THE COMPANY HEREBY AGREES TO SELL TO THE
PURCHASER AND THE PURCHASER HEREBY AGREES TO PURCHASE SHARES OF THE COMPANY'S
COMMON STOCK (THE "SHARES"), AT THE PER SHARE PURCHASE PRICE AND AS OTHERWISE
DESCRIBED IN THE NOTICE OF GRANT.
2.
PAYMENT OF PURCHASE PRICE.
THE PURCHASE PRICE FOR THE SHARES MAY
BE PAID BY DELIVERY TO THE COMPANY AT THE TIME OF EXECUTION OF THIS AGREEMENT OF
CASH, A CHECK, OR SOME COMBINATION THEREOF.
3.
REPURCHASE OPTION.
(G)
IN THE EVENT THE PURCHASER CEASES TO BE A SERVICE PROVIDER FOR ANY
OR NO REASON (INCLUDING DEATH OR DISABILITY) BEFORE ALL OF THE SHARES ARE
RELEASED FROM THE COMPANY'S REPURCHASE OPTION (SEE SECTION 4), THE COMPANY
SHALL, UPON THE DATE OF SUCH TERMINATION (AS REASONABLY FIXED AND DETERMINED BY
THE COMPANY) HAVE AN IRREVOCABLE, EXCLUSIVE OPTION (THE "REPURCHASE OPTION") FOR
A PERIOD OF SIXTY (60) DAYS FROM SUCH DATE TO REPURCHASE UP TO THAT NUMBER OF
SHARES WHICH CONSTITUTE THE UNRELEASED SHARES (AS DEFINED IN SECTION 4) AT THE
ORIGINAL PURCHASE PRICE PER SHARE (THE "REPURCHASE PRICE").
THE REPURCHASE
OPTION SHALL BE EXERCISED BY THE COMPANY BY DELIVERING WRITTEN NOTICE TO THE
PURCHASER OR THE PURCHASER'S EXECUTOR (WITH A COPY TO THE ESCROW HOLDER) AND, AT
THE COMPANY'S OPTION, (I) BY DELIVERING TO THE PURCHASER OR THE PURCHASER'S
EXECUTOR A CHECK IN THE
-1-
AMOUNT OF THE AGGREGATE REPURCHASE PRICE, OR (II) BY CANCELLING AN AMOUNT OF THE
PURCHASER'S INDEBTEDNESS TO THE COMPANY EQUAL TO THE AGGREGATE REPURCHASE PRICE,
OR (III) BY A COMBINATION OF (I) AND (II) SO THAT THE COMBINED PAYMENT AND
CANCELLATION OF INDEBTEDNESS EQUALS THE AGGREGATE REPURCHASE PRICE.
UPON
DELIVERY OF SUCH NOTICE AND THE PAYMENT OF THE AGGREGATE REPURCHASE PRICE, THE
COMPANY SHALL BECOME THE LEGAL AND BENEFICIAL OWNER OF THE SHARES BEING
REPURCHASED AND ALL RIGHTS AND INTERESTS THEREIN OR RELATING THERETO, AND THE
COMPANY SHALL HAVE THE RIGHT TO RETAIN AND TRANSFER TO ITS OWN NAME THE NUMBER
OF SHARES BEING REPURCHASED BY THE COMPANY.
(H)
WHENEVER THE COMPANY SHALL HAVE THE RIGHT TO REPURCHASE SHARES
HEREUNDER, THE COMPANY MAY DESIGNATE AND ASSIGN ONE OR MORE EMPLOYEES, OFFICERS,
DIRECTORS OR STOCKHOLDERS OF THE COMPANY OR OTHER PERSONS OR ORGANIZATIONS TO
EXERCISE ALL OR A PART OF THE COMPANY'S PURCHASE RIGHTS UNDER THIS AGREEMENT AND
PURCHASE ALL OR A PART OF SUCH SHARES.
IF THE FAIR MARKET VALUE OF THE SHARES
TO BE REPURCHASED ON THE DATE OF SUCH DESIGNATION OR ASSIGNMENT (THE "REPURCHASE
FMV") EXCEEDS THE AGGREGATE REPURCHASE PRICE OF SUCH SHARES, THEN EACH SUCH
DESIGNEE OR ASSIGNEE SHALL PAY THE COMPANY CASH EQUAL TO THE DIFFERENCE BETWEEN
THE REPURCHASE FMV AND THE AGGREGATE REPURCHASE PRICE OF SUCH SHARES.
4.
RELEASE OF SHARES FROM REPURCHASE OPTION.
(I)
_______________________
PERCENT (______%) OF THE SHARES SHALL BE
RELEASED FROM THE COMPANY'S REPURCHASE OPTION
[ONE YEAR] AFTER THE DATE OF
GRANT AND __________________ PERCENT (______%) OF THE SHARES [AT THE END OF EACH
MONTH THEREAFTER],