DIRECTOR OF THE COMPANY OR TO OTHERWISE BE ENGAGED BY THE COMPANY OR ANY
SUBSIDIARY FOR ANY REASON (A "SEPARATION"), THE SHARES AND ALL OTHER DIRECTOR
SHARES (WHETHER HELD BY DIRECTOR OR ONE OR MORE OF DIRECTOR'S TRANSFEREES, OTHER
THAN THE COMPANY AND THE INVESTORS) WILL BE SUBJECT TO REPURCHASE, IN EACH CASE
BY THE COMPANY PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 3
(THE "REPURCHASE OPTION").
(B)
IN THE EVENT OF A SEPARATION, THE DIRECTOR
SHARES PURCHASED HEREUNDER SHALL BE SUBJECT TO REPURCHASE AS FOLLOWS: (I) THE
PURCHASE PRICE FOR EACH UNVESTED SHARE OF COMMON STOCK WILL BE THE DIRECTOR'S
ORIGINAL COST FOR SUCH SHARE; AND (II) THE PURCHASE PRICE FOR EACH VESTED SHARE
OF COMMON STOCK WILL BE THE FAIR MARKET VALUE FOR SUCH SHARE.
(C)
IN THE EVENT OF A SEPARATION, THE COMPANY
MAY ELECT TO PURCHASE ALL OR ANY PORTION OF THE DIRECTOR SHARES BY DELIVERING
WRITTEN NOTICE (THE "REPURCHASE NOTICE") TO THE HOLDER OR HOLDERS OF THE
DIRECTOR SHARES WITHIN 60 DAYS AFTER THE SEPARATION.
THE REPURCHASE NOTICE WILL
SET FORTH THE NUMBER OF UNVESTED SHARES AND VESTED SHARES TO BE ACQUIRED FROM
EACH HOLDER, THE AGGREGATE CONSIDERATION TO BE PAID FOR SUCH SECURITIES AND THE
TIME AND PLACE FOR THE CLOSING OF THE TRANSACTION.
THE NUMBER OF EACH TYPE OF
SECURITIES TO BE REPURCHASED BY THE COMPANY SHALL FIRST BE SATISFIED TO THE
EXTENT POSSIBLE FROM THE DIRECTOR SHARES HELD BY DIRECTOR AT THE TIME OF
DELIVERY OF THE REPURCHASE NOTICE.
IF THE NUMBER OF ANY OR ALL TYPES OF
DIRECTOR SHARES THEN HELD BY DIRECTOR IS LESS THAN THE TOTAL NUMBER OF SUCH
SECURITIES WHICH THE COMPANY HAS ELECTED TO PURCHASE, THE COMPANY SHALL PURCHASE
THE REMAINING SECURITIES ELECTED TO BE PURCHASED FROM THE OTHER HOLDER(S) OF
DIRECTOR SHARES UNDER THIS AGREEMENT, PRO RATA ACCORDING TO THE NUMBER OF THE
APPLICABLE TYPE OF DIRECTOR SHARES HELD BY SUCH OTHER HOLDER(S) AT THE TIME OF
DELIVERY OF SUCH REPURCHASE NOTICE (DETERMINED AS NEARLY AS PRACTICABLE TO THE
NEAREST SHARE).
THE NUMBER OF UNVESTED SHARES AND VESTED SHARES TO BE
REPURCHASED HEREUNDER WILL BE ALLOCATED AMONG DIRECTOR AND THE OTHER HOLDERS OF
DIRECTOR SHARES (IF ANY) PRO RATA ACCORDING TO THE NUMBER OF THE APPLICABLE TYPE
OF DIRECTOR SHARES TO BE PURCHASED FROM SUCH PERSON.
(D)
THE CLOSING OF THE PURCHASE OF THE DIRECTOR
SHARES PURSUANT TO THE REPURCHASE OPTION SHALL TAKE PLACE ON THE DATE DESIGNATED
BY THE COMPANY IN THE REPURCHASE NOTICE, WHICH DATE SHALL NOT BE MORE THAN 2
MONTHS NOR LESS THAN 5 DAYS AFTER THE DELIVERY OF SUCH NOTICE.
THE COMPANY WILL
PAY FOR THE DIRECTOR SHARES TO BE PURCHASED BY IT PURSUANT TO THE REPURCHASE
OPTION BY FIRST OFFSETTING AMOUNTS OUTSTANDING UNDER ANY BONA FIDE DEBTS OWED BY
DIRECTOR TO THE COMPANY, AND WILL PAY THE REMAINDER OF THE PURCHASE PRICE TO THE
EXTENT REASONABLY PERMISSIBLE
3
UNDER THE COMPANY'S AND ITS SUBSIDIARIES' EQUITY FINANCING AGREEMENTS AND
AGREEMENTS EVIDENCING INDEBTEDNESS FOR BORROWED MONEY AND