(THE "280G PAYMENT").
4
(F)
CARRIED SHARES THAT HAVE BECOME VESTED ("VESTED CARRIED SHARES"),
SHARES OF COMMON STOCK ISSUED IN RESPECT OF RSUS THAT HAVE VESTED AND THE
CO-INVEST SHARES ARE COLLECTIVELY REFERRED TO HEREIN AS "VESTED SHARES."
ALL
CARRIED SHARES THAT HAVE NOT VESTED ARE REFERRED TO HEREIN AS "UNVESTED SHARES."
(G)
AS OF THE DATE HEREOF, NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH
IN THE RSU AGREEMENT, 40,172 OF THE RSUS HAVE VESTED.
IN THE EVENT OF A PUBLIC
SALE OF SHARES OF COMMON STOCK BY THE INVESTORS AFTER THE DATE HEREOF, IF, AS OF
THE DATE OF THE CONSUMMATION OF SUCH PUBLIC SALE, THE RSU VESTED RATIO (PRIOR TO
GIVING EFFECT TO ANY VESTING ON SUCH DATE PURSUANT TO THIS SECTION 2(G)) IS LESS
THAN THE CUMULATIVE RATIO (AFTER GIVING EFFECT TO SUCH PUBLIC SALE), THEN A
NUMBER OF UNVESTED RSUS SHALL BECOME VESTED IN CONNECTION WITH SUCH PUBLIC SALE
SUCH THAT THE RSU VESTED RATIO (AFTER GIVING EFFECT TO ANY VESTING ON SUCH DATE
PURSUANT TO THIS SECTION 2(G)) EQUALS THE CUMULATIVE RATIO (AFTER GIVING EFFECT
TO SUCH PUBLIC SALE) ON SUCH DATE, IF, AS OF SUCH DATE, EXECUTIVE HAS BEEN
CONTINUOUSLY EMPLOYED BY THE COMPANY, EMPLOYER OR ANY OF THEIR SUBSIDIARIES FROM
THE DATE OF THIS AGREEMENT THROUGH AND INCLUDING SUCH DATE.
NOTWITHSTANDING,
AND IN ADDITION TO, ANY VESTING PURSUANT TO THIS SECTION 2(G), THE RSUS SHALL
CONTINUE TO VEST AS SET FORTH IN THE RSU AGREEMENT.
3.
REPURCHASE OPTION.
(A)
IN THE EVENT OF A SEPARATION, THE UNVESTED SHARES (WHETHER HELD BY
PURCHASER OR ONE OR MORE OF PURCHASER'S TRANSFEREES, OTHER THAN THE COMPANY AND
THE INVESTORS) WILL BE SUBJECT TO REPURCHASE, IN EACH CASE BY THE COMPANY AND
THE INVESTORS PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 3
(THE "REPURCHASE OPTION").
THE COMPANY MAY ASSIGN ITS REPURCHASE RIGHTS SET
FORTH IN THIS SECTION 3 TO ANY PERSON.
(B)
IN THE EVENT OF A SEPARATION, THE PURCHASE PRICE FOR EACH UNVESTED
SHARE WILL BE THE LESSER OF (A) PURCHASER'S ORIGINAL COST FOR SUCH SHARE AND
(B) THE FAIR MARKET VALUE OF SUCH SHARE AS OF THE DELIVERY DATE OF THE
REPURCHASE NOTICE OR SUPPLEMENTAL REPURCHASE NOTICE, AS THE CASE MAY BE, IN
EITHER CASE FIRST DELIVERED PURSUANT TO SECTION 3(C).
(C)
IN THE EVENT OF A SEPARATION, THE COMPANY (WITH THE APPROVAL OF
THE BOARD) MAY ELECT TO PURCHASE ALL OR ANY PORTION OF THE UNVESTED SHARES
PURSUANT TO THIS SECTION 3 BY DELIVERING WRITTEN NOTICE (THE "REPURCHASE
NOTICE") TO THE HOLDER OR HOLDERS OF SUCH SECURITIES WITHIN SIX MONTHS AND 10
DAYS AFTER THE SEPARATION.
THE REPURCHASE NOTICE WILL SET FORTH THE NUMBER OF
UNVESTED SHARES TO BE ACQUIRED FROM EACH HOLDER, THE AGGREGATE CONSIDERATION TO
BE PAID FOR SUCH SHARES AND THE TIME AND PLACE FOR THE CLOSING OF THE
TRANSACTION.
UNVESTED SHARES TO BE REPURCHASED BY THE COMPANY SHALL FIRST BE
SATISFIED TO THE EXTENT POSSIBLE FROM THE UNVESTED SHARES HELD BY PURCHASER AT
THE TIME