or Purchaser's term of office expires and he or she is not
reelected, or (iii) so long as Purchaser is engaged as a consultant or Service
Provider to the Company or other corporation referred to in clause (i) above.
(B)
NOTWITHSTANDING SECTION 3(A), IF PURCHASER
HOLDS SHARES AT THE TIME A CHANGE IN CONTROL OCCURS, ALL REPURCHASE RIGHTS SHALL
AUTOMATICALLY TERMINATE IMMEDIATELY PRIOR TO THE CONSUMMATION OF SUCH CHANGE IN
CONTROL, AND THE SHARES SUBJECT TO THOSE TERMINATED REPURCHASE RIGHTS SHALL
IMMEDIATELY VEST IN FULL. IF THE REPURCHASE RIGHTS AUTOMATICALLY TERMINATE IN
ACCORDANCE WITH THE PROVISIONS OF THIS SUBSECTION (B), THEN THE ADMINISTRATOR
SHALL CAUSE WRITTEN NOTICE OF THE CHANGE IN CONTROL TRANSACTION TO BE GIVEN TO
PURCHASER NOT LESS THAN FIFTEEN (15) DAYS PRIOR TO THE ANTICIPATED EFFECTIVE
DATE OF THE PROPOSED TRANSACTION.
4.
RECONVEYANCE UPON TERMINATION OF
SERVICE.
(A)
REPURCHASE RIGHT. THE COMPANY SHALL HAVE
THE RIGHT (BUT NOT THE OBLIGATION) TO REPURCHASE ALL OR ANY PART OF THE UNVESTED
SHARES (THE "REPURCHASE RIGHT") IN THE EVENT THAT THE PURCHASER'S CONTINUOUS
SERVICE TERMINATES FOR ANY REASON. UPON EXERCISE OF THE REPURCHASE RIGHT, THE
PURCHASER SHALL BE OBLIGATED TO SELL HIS OR HER UNVESTED SHARES TO THE COMPANY,
AS PROVIDED IN THIS SECTION 4. IF THE PURCHASE PRICE IS ZERO, THEN PURCHASER
SHALL BE OBLIGATED TO TRANSFER HIS OR HER UNVESTED SHARES TO THE COMPANY WITHOUT
CONSIDERATION.
(B)
CONSIDERATION FOR REPURCHASE RIGHT. THE
REPURCHASE PRICE OF THE UNVESTED SHARES (THE "REPURCHASE PRICE") SHALL BE EQUAL
TO THE PURCHASE PRICE, IF ANY, OF SUCH UNVESTED SHARES.
(C)
PROCEDURE FOR EXERCISE OF RECONVEYANCE
OPTION. FOR SIXTY (60) DAYS AFTER THE TERMINATION DATE OR OTHER EVENT DESCRIBED
IN THIS SECTION 4, THE COMPANY MAY EXERCISE THE REPURCHASE RIGHT BY GIVING
PURCHASER AND/OR ANY OTHER PERSON OBLIGATED TO SELL WRITTEN NOTICE OF THE NUMBER
OF UNVESTED SHARES WHICH THE COMPANY DESIRES TO PURCHASE. THE REPURCHASE PRICE
FOR THE UNVESTED SHARES SHALL BE PAYABLE, AT THE OPTION OF THE COMPANY, BY CHECK
OR BY CANCELLATION OF ALL OR A PORTION OF ANY OUTSTANDING INDEBTEDNESS OF
PURCHASER TO THE COMPANY, OR BY ANY COMBINATION THEREOF.
(D)
NOTIFICATION AND SETTLEMENT. IN THE EVENT
THAT THE COMPANY HAS ELECTED TO EXERCISE THE REPURCHASE RIGHT AS TO PART OR ALL
OF THE UNVESTED SHARES WITHIN THE PERIOD DESCRIBED ABOVE, PURCHASER OR SUCH
OTHER PERSON SHALL DELIVER TO THE COMPANY CERTIFICATE(S) REPRESENTING THE
UNVESTED SHARES TO BE ACQUIRED BY THE COMPANY WITHIN THIRTY (30) DAYS FOLLOWING
THE DATE OF THE NOTICE FROM THE COMPANY. THE COMPANY SHALL DELIVER TO PURCHASER
AGAINST DELIVERY OF THE UNVESTED SHARES, CHECKS OF THE COMPANY PAYABLE TO
PURCHASER AND/OR ANY OTHER PERSON
2
OBLIGATED TO TRANSFER THE UNVESTED SHARES IN THE AGGREGATE AMOUNT OF THE
REPURCHASE PRICE, IF ANY, TO BE PAID AS SET FORTH IN PARAGRAPH 4(B) ABOVE.
(E)
DEPOSIT OF UNVESTED SHARES. PURCHASER SHALL
DEPOSIT WITH THE COMPANY CERTIFICATES REPRESENTING THE UNVESTED SHARES, TOGETHER
WITH A DULY EXECUTED STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE IN BLANK, WHICH
SHALL BE HELD BY THE