REPURCHASE RIGHT TO THE SAME EXTENT SUCH SHARES WOULD BE SO
SUBJECT IF RETAINED BY PARTICIPANT.
C.
REPURCHASE RIGHT
1.
GRANT.
THE CORPORATION IS HEREBY
GRANTED THE RIGHT (THE "REPURCHASE RIGHT"), EXERCISABLE AT ANY TIME DURING THE
NINETY (90)-DAY PERIOD FOLLOWING THE DATE PARTICIPANT CEASES FOR ANY REASON TO
REMAIN IN SERVICE, TO REPURCHASE AT THE REPURCHASE PRICE ANY OR ALL OF THE
PURCHASED SHARES IN WHICH PARTICIPANT IS NOT, AT THE TIME OF HIS OR HER
CESSATION OF SERVICE, VESTED IN ACCORDANCE WITH THE VESTING SCHEDULE SET FORTH
IN PARAGRAPH C.3 OF THIS AGREEMENT OR THE SPECIAL VESTING ACCELERATION
PROVISIONS OF PARAGRAPH C.5 OF THIS AGREEMENT (SUCH SHARES TO BE HEREINAFTER
REFERRED TO AS THE "UNVESTED SHARES").
2.
EXERCISE OF THE REPURCHASE RIGHT.
THE
REPURCHASE RIGHT SHALL BE EXERCISABLE BY WRITTEN NOTICE DELIVERED TO EACH OWNER
OF THE UNVESTED SHARES PRIOR TO THE EXPIRATION OF THE NINETY (90)-DAY EXERCISE
PERIOD.
THE NOTICE SHALL INDICATE THE NUMBER OF UNVESTED SHARES TO BE
REPURCHASED, THE REPURCHASE PRICE PER SHARE AND THE DATE ON WHICH THE REPURCHASE
IS TO BE EFFECTED, SUCH DATE TO BE NOT MORE THAN THIRTY (30) DAYS AFTER THE DATE
OF SUCH NOTICE.
THE CERTIFICATES REPRESENTING THE UNVESTED SHARES TO BE
REPURCHASED SHALL BE DELIVERED TO THE CORPORATION ON THE CLOSING DATE SPECIFIED
FOR THE REPURCHASE.
CONCURRENTLY WITH THE RECEIPT OF SUCH STOCK CERTIFICATES,
THE CORPORATION SHALL PAY TO OWNER, IN CASH OR CASH EQUIVALENT (INCLUDING THE
CANCELLATION OF ANY PURCHASE-MONEY INDEBTEDNESS), AN AMOUNT EQUAL TO THE
REPURCHASE PRICE FOR THE UNVESTED SHARES TO BE REPURCHASED FROM OWNER.
3.
TERMINATION OF THE REPURCHASE RIGHT.
THE REPURCHASE RIGHT SHALL TERMINATE WITH RESPECT TO ANY UNVESTED SHARES FOR
WHICH IT IS NOT TIMELY EXERCISED UNDER PARAGRAPH C.2.
IN ADDITION, THE
REPURCHASE RIGHT SHALL TERMINATE AND CEASE TO BE EXERCISABLE WITH RESPECT TO ANY
AND ALL PURCHASED SHARES IN WHICH PARTICIPANT VESTS IN ACCORDANCE WITH THE
FOLLOWING VESTING SCHEDULE:
(I)
UPON PARTICIPANT'S COMPLETION OF ONE
(1) YEAR OF SERVICE MEASURED FROM
,
, PARTICIPANT SHALL ACQUIRE A VESTED INTEREST IN,
2
AND THE REPURCHASE RIGHT SHALL LAPSE WITH RESPECT TO, TWENTY-FIVE PERCENT (25%)
OF THE PURCHASED SHARES.
(II)
PARTICIPANT SHALL ACQUIRE A VESTED
INTEREST IN, AND THE REPURCHASE RIGHT SHALL LAPSE WITH RESPECT TO, THE REMAINING
PURCHASED SHARES IN A SERIES OF THIRTY-SIX (36) SUCCESSIVE EQUAL MONTHLY
INSTALLMENTS UPON PARTICIPANT'S COMPLETION OF EACH ADDITIONAL MONTH OF SERVICE
OVER THE THIRTY-SIX (36)-MONTH PERIOD MEASURED FROM THE INITIAL VESTING DATE
UNDER SUBPARAGRAPH (I) ABOVE.
4.
RECAPITALIZATION.
ANY NEW, SUBSTITUTED
OR ADDITIONAL SECURITIES OR OTHER PROPERTY (INCLUDING CASH PAID OTHER THAN AS A
REGULAR CASH DIVIDEND) WHICH IS BY REASON OF ANY RECAPITALIZATION DISTRIBUTED
WITH RESPECT TO THE PURCHASED SHARES SHALL BE IMMEDIATELY SUBJECT TO THE
REPURCHASE RIGHT AND ANY ESCROW REQUIREMENTS HEREUNDER, BUT ONLY TO THE EXTENT
THE PURCHASED SHARES ARE AT THE TIME COVERED BY SUCH RIGHT OR ESCROW
REQUIREMENTS.
APPROPRIATE ADJUSTMENTS TO REFLECT SUCH DISTRIBUTION SHALL BE
MADE TO THE NUMBER AND/OR CLASS OF SECURITIES SUBJECT TO THIS AGREEMENT AND