SATISFACTORY TO THE COMPANY, RELATING TO THE COMMON SHARES COVERED BY SUCH
GRANT, AND (IV) THE BOARD SHALL REQUIRE THAT THE CERTIFICATES EVIDENCING SUCH
COMMON SHARES BE HELD BY THE SECRETARY OF THE COMPANY UNTIL THE COMMON SHARES
HAVE VESTED.
SECTION 7.2
VOTING RIGHTS.
PARTICIPANTS SHALL HAVE NO VOTING RIGHTS
EXCEPT AS SET FORTH IN THE CHARTER OR AS MAY BE REQUIRED UNDER THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE.
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SECTION 7.3
OTHER RIGHTS AND OBLIGATIONS. THE PARTICIPANT SHALL BE
ENTITLED TO THE RIGHTS AND SUBJECT TO THE OBLIGATIONS CREATED UNDER THIS PLAN,
THE SUBSCRIPTION AGREEMENT AND THE SECURITYHOLDERS AGREEMENT, EACH TO THE EXTENT
SET FORTH HEREIN OR THEREIN.
SECTION 7.4
DIVIDENDS AND OTHER DISTRIBUTIONS.
UNLESS OTHERWISE
DETERMINED BY THE BOARD AT THE TIME OF GRANT AND SUBJECT TO THE SUBSCRIPTION
AGREEMENT AND ANY OTHER AGREEMENT TO WHICH THE COMMON SHARES ARE SUBJECT,
PARTICIPANTS' OUTSTANDING COMMON SHARES SHALL BE ENTITLED TO RECEIVE ALL
DIVIDENDS AND OTHER DISTRIBUTIONS PAID WITH RESPECT TO THOSE SHARES AT THE SAME
TIME (AND WITHIN THE SAME CALENDAR YEAR) AS ALL OTHER HOLDERS OF THE SAME CLASS
OF SECURITIES; PROVIDED THAT, IF ANY SUCH DIVIDENDS OR DISTRIBUTIONS ARE PAID IN
COMMON SHARES OR OTHER SECURITIES OR PROPERTY, SUCH SHARES, SECURITIES AND
PROPERTY SHALL BE SUBJECT TO THE SAME VESTING PROVISIONS, FORFEITURE
RESTRICTIONS AND RESTRICTIONS ON TRANSFERABILITY AS APPLY TO THE COMMON SHARES
WITH RESPECT TO WHICH THEY WERE PAID.
SECTION 7.5
BOARD DISCRETION.
NOTWITHSTANDING ANYTHING ELSE
CONTAINED IN THIS PLAN TO THE CONTRARY, THE BOARD MAY ACCELERATE THE VESTING OF
ANY COMMON SHARES, ALL COMMON SHARES OR ANY CLASS OR SERIES OF COMMON SHARES FOR
ANY REASON ON SUCH TERMS AND SUBJECT TO SUCH CONDITIONS, AS THE BOARD SHALL
DETERMINE, AT ANY TIME AND FROM TIME TO TIME.
ARTICLE VIII
TERMINATION OF EMPLOYMENT
SECTION 8.1
TERMINATION DUE TO DEATH OR DISABILITY.
UPON
PARTICIPANT'S TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY, ALL OF
PARTICIPANT'S UNVESTED COMMON SHARES SHALL VEST.
SECTION 8.2
TERMINATION FOR ANY OTHER REASON.
UNLESS OTHERWISE
DETERMINED BY THE BOARD AND SET FORTH IN THE SUBSCRIPTION AGREEMENT, IF A
PARTICIPANT'S EMPLOYMENT WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS
TERMINATED FOR ANY REASON OTHER THAN DEATH OR DISABILITY, ALL VESTED COMMON
SHARES THEN HELD BY PARTICIPANT SHALL REMAIN OUTSTANDING AND SHALL REMAIN
SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN, THE SUBSCRIPTION AGREEMENT AND
THE SECURITYHOLDERS AGREEMENT AND ALL OF PARTICIPANT'S UNVESTED COMMON SHARES
SHALL BE IMMEDIATELY FORFEITED AND CANCELED WITHOUT PAYMENT THEREFOR, EXCEPT IN
THE CASE OF AN EMPLOYEE WHO PURCHASED THE COMMON SHARES PURSUANT TO SECTION 6.1,
IN WHICH CASE THE EMPLOYEE SHALL BE ENTITLED TO PAYMENT EQUAL TO THE LOWER OF
THE
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PURCHASE PRICE OF THE COMMON SHARES OR THEIR FAIR MARKET VALUE AT THE TIME OF
TERMINATION.
SECTION 8.3
CERTAIN RIGHTS UPON TERMINATION OF EMPLOYMENT PRIOR TO A
QUALIFIED IPO.
UNLESS OTHERWISE DETERMINED BY THE BOARD AT THE TIME OF GRANT,
EACH SUBSCRIPTION AGREEMENT SHALL PROVIDE THAT THE COMPANY SHALL HAVE THE