AS PROMPTLY AS PRACTICABLE FOLLOWING SUCH DATE OF TERMINATION TO
MAKE SUCH ELECTION.
IF THE COMPANY FAILS TO GIVE NOTICE THAT IT INTENDS TO
EXERCISE SUCH OPTION WITHIN THE FIRST OPTION PERIOD OR THE COMPANY GIVES NOTICE
THAT IT DOES NOT INTEND TO EXERCISE SUCH OPTION OR THAT IT INTENDS TO EXERCISE
SUCH OPTION WITH RESPECT TO ONLY A PORTION OF THE SHARES, THEN NCP-EH (AS
DEFINED BELOW) SHALL HAVE THE RIGHT TO PURCHASE ANY OR ALL THE SHARES THEN HELD
BY THE PURCHASER (OR HIS OR HER ESTATE) THAT WILL NOT BE REPURCHASED BY THE
COMPANY, AND SHALL HAVE UNTIL THE EXPIRATION OF THE EARLIER OF (X) 90 DAYS
FOLLOWING THE END OF THE FIRST OPTION PERIOD OR (Y) 90 DAYS FROM THE DATE OF
RECEIPT BY NCP-EH OF WRITTEN NOTICE FROM THE COMPANY INDICATING WHETHER IT WILL
EXERCISE ITS OPTION TO PURCHASE ANY OF THE SHARES (SUCH 90-DAY PERIOD BEING
HEREINAFTER REFERRED TO AS THE "SECOND OPTION PERIOD"), TO GIVE NOTICE IN
WRITING TO THE PURCHASER (OR HIS ESTATE) OF NCP-EH'S EXERCISE OF ITS OPTION, IN
WHOLE OR IN PART.
IF THE OPTIONS OF THE COMPANY AND NCP-EH TO PURCHASE THE
SHARES PURSUANT TO THIS SUBSECTION ARE NOT EXERCISED WITH RESPECT TO ALL OF THE
SHARES AS PROVIDED HEREIN (OTHER THAN AS A RESULT OF SECTION 9 HEREOF), THE
PURCHASER (OR HIS OR HER ESTATE) SHALL BE ENTITLED TO RETAIN THE SHARES, AS TO
WHICH THE RIGHT IS NOT EXERCISED, SUBJECT TO ALL OF THE PROVISIONS OF THIS
AGREEMENT.
ALL PURCHASES PURSUANT TO THIS SECTION 5(A) BY THE COMPANY SHALL BE
FOR A PURCHASE PRICE AND IN THE MANNER PRESCRIBED BY SECTION 6 HEREOF.
FOR ALL
PURPOSES UNDER THIS AGREEMENT, THE TERMS "EMPLOYMENT" OR "TERMINATION OF
EMPLOYMENT" WITH RESPECT TO A PERSON WHO IS NOT AN EMPLOYEE SHALL MEAN SERVICES
WITH, OR THE TERMINATION OF SERVICES WITH, (I) THE ENTITY FOR WHOM THE
PARTICIPANT PROVIDES SERVICES TO, (II) THE COMPANY, OR (III) THE COMPANY BY THE
ENTITY FROM WHOM THE PARTICIPANT PROVIDES SERVICES TO.
(B)
NOTICE OF TERMINATION.
THE COMPANY OR THE
SUBSIDIARY THEREOF THAT EMPLOYS THE PURCHASER SHALL GIVE WRITTEN NOTICE OF ANY
TERMINATION OF THE PURCHASER'S ACTIVE EMPLOYMENT WITH EACH OF THE COMPANY AND
ANY SUBSIDIARY THEREOF THAT EMPLOYS THE PURCHASER TO NCP-EH, EXCEPT THAT IF SUCH
TERMINATION (IF OTHER THAN AS A RESULT OF DEATH) IS BY THE PURCHASER, THE
PURCHASER SHALL GIVE WRITTEN NOTICE OF SUCH TERMINATION TO THE COMPANY AND THE
COMPANY SHALL GIVE WRITTEN NOTICE OF SUCH TERMINATION TO NCP-EH .
(C)
PUBLIC OFFERING.
IN THE EVENT THAT A
PUBLIC OFFERING HAS BEEN CONSUMMATED, THE COMPANY AND NCP-EH SHALL NOT HAVE ANY
RIGHTS TO PURCHASE THE SHARES PURSUANT TO THIS SECTION 5 AND THIS SECTION 5
SHALL NOT APPLY TO A SALE AS PART OF A PUBLIC OFFERING.
6.
DETERMINATION OF THE PURCHASE PRICE;
MANNER OF PAYMENT.
(A)
PURCHASE PRICE.
FOR THE PURPOSES OF ANY
PURCHASE OF THE SHARES PURSUANT TO SECTION 5, AND SUBJECT TO SECTION 9(C), THE
PURCHASE PRICE PER