LIMITED TO, UPON YOUR DEATH,
DISABILITY, RESIGNATION OR TERMINATION WITH OR 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