Common use of Equity Repurchase Clause in Contracts

Equity Repurchase. In the event you resign from your employment with the Company, other than a resignation in which the Company has grounds to terminate your employment for Cause, for the purpose of commencing employment with any governmental entity (a “Government Employer”) and you are required to divest all or a portion of your Company equity awards in accordance with the conflict of interest policies of the Government Employer prior to the Company’s IPO, (A) you will no longer have an obligation to repay any unvested portion of your Retention Bonus and (B) you may elect to sell to the Company, and require the Company to purchase, all of the shares under your then vested Initial Option granted under Section 5 above (the “Repurchase”) at a purchase price equal to the product of (i) the number of underlying shares subject to such vested awards; multiplied by (ii) the fair market value of a share of the Company’s common stock, as determined by the Board in accordance with the terms of the Plan to which each such award is subject, less the exercise price (the “Election Right”). The Election Right may be exercised at any time during the period commencing on the date that you are first notified by the Government Employer of the applicable divestiture requirement and ending 30 days thereafter, provided that you remain in service with the Government Employer on the date of exercise.