TERMS, AND THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND SUCH
OTHER AGREEMENTS BY DIRECTOR DOES NOT AND WILL NOT CONFLICT WITH, VIOLATE OR
CAUSE A BREACH OF ANY AGREEMENT, CONTRACT OR INSTRUMENT TO WHICH DIRECTOR IS A
PARTY OR ANY JUDGMENT, ORDER OR DECREE TO WHICH DIRECTOR IS SUBJECT;
(VI)
DIRECTOR IS NOT A PARTY TO OR BOUND BY ANY
EMPLOYMENT AGREEMENT, CONSULTING AGREEMENT, NONCOMPETE AGREEMENT OR
CONFIDENTIALITY AGREEMENT WHICH CONFLICTS WITH THE OBLIGATIONS SET FORTH IN THIS
AGREEMENT; AND
(VII)
DIRECTOR IS A RESIDENT OF THE STATE OF GEORGIA.
(D)
AS AN INDUCEMENT FOR THE COMPANY TO COMMIT
TO ISSUE THE DIRECTOR SHARES TO DIRECTOR, AND AS A CONDITION THERETO, DIRECTOR
ACKNOWLEDGES AND AGREES THAT NEITHER ANY FUTURE ISSUANCE OF CAPITAL STOCK OF THE
COMPANY TO DIRECTOR NOR ANY PROVISION CONTAINED HEREIN SHALL ENTITLE DIRECTOR TO
REMAIN IN THE SERVICE OF THE COMPANY, OR ANY SUBSIDIARY, OR AFFECT THE RIGHT OF
THE COMPANY OR ANY SUBSIDIARY TO TERMINATE DIRECTOR'S SERVICES AT ANY TIME FOR
ANY REASON.
2.
VESTING OF SHARES.
(A)
EXCEPT AS OTHERWISE PROVIDED IN
SECTION 2(B) BELOW, THE DIRECTOR SHARES PURCHASED HEREUNDER WILL BECOME VESTED
IN ACCORDANCE WITH THE FOLLOWING SCHEDULE, IF AS OF EACH SUCH DATE DIRECTOR IS
STILL SERVING AS A DIRECTOR OF THE COMPANY OR IS OTHERWISE ENGAGED TO PERFORM
SERVICES ON BEHALF OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY:
Date
Cumulative Percentage of
Director Shares to be Vested
1st Anniversary of this Agreement
25
%
2nd Anniversary of this Agreement
50
%
3rd Anniversary of this Agreement
75
%
4th Anniversary of this Agreement
100
%
(B)
NOTWITHSTANDING THE FOREGOING OR ANYTHING
HEREIN TO THE CONTRARY, UPON THE OCCURRENCE OF A SALE OF THE COMPANY, ALL
DIRECTOR SHARES WHICH HAVE NOT YET BECOME VESTED SHALL BECOME VESTED AT THE TIME
OF SUCH SALE OF THE COMPANY (SUCH PORTION BEING REFERRED TO HEREIN AS THE
"ACCELERATED SHARES"); PROVIDED, HOWEVER, THAT DIRECTOR SHALL NOT TRANSFER ANY
INTEREST IN ANY ACCELERATED SHARES UNLESS AND UNTIL SUCH TIME AS THE INVESTORS
SHALL HAVE RECEIVED CASH DIVIDENDS
2
OR OTHER CASH PROCEEDS RESULTING FROM ANY DISTRIBUTIONS ON OR DISPOSITIONS OF
ANY PREFERRED STOCK OR COMMON STOCK IN AN AGGREGATE AMOUNT EQUAL TO THE PRODUCT
OF (I) TWO (2), MULTIPLIED BY (II) THE AGGREGATE PURCHASE PRICE PAID BY THE
INVESTORS TO THE COMPANY FOR ALL PREFERRED STOCK, COMMON STOCK AND OTHER EQUITY
INTERESTS OF THE COMPANY PURCHASED BY THE INVESTORS (BUT NOT IN ANY EVENT
INCLUDING AMOUNTS COMMITTED BUT NOT YET CONTRIBUTED TO THE CAPITAL OF THE
COMPANY); AND PROVIDED, FURTHER, THAT THE ACCELERATED SHARES SHALL AT ALL TIMES
BE SUBJECT TO ANY OTHER RESTRICTIONS OR LIMITATIONS WITH RESPECT TO THE TRANSFER
THEREOF CONTAINED HEREIN OR IN THE STOCKHOLDERS AGREEMENT OR AS OTHERWISE
PROVIDED BY LAW.
DIRECTOR SHARES WHICH HAVE BECOME VESTED HEREUNDER ARE
REFERRED TO HEREIN AS "VESTED SHARES," AND ALL OTHER DIRECTOR SHARES ARE
REFERRED TO HEREIN AS "UNVESTED SHARES."
3.
REPURCHASE OPTION.
(A)
IN THE EVENT DIRECTOR CEASES TO BE A