Common use of Lapsing Repurchase Right Clause in Contracts

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections Subsection 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that if for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, 20 , the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event if the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i), (ii) and (iiiii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event if the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21April 15, 20062008.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(dSubsection 1(b) hereof, in the event that for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of ReferenceAffiliate, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s 's Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s 's Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Unvested Shares determined as of the date of such termination of service (the "Lapsing Repurchase Right"). The Lapsing Repurchase Right with respect to the Unvested Shares shall terminate as to such Unvested Shares in accordance with the vesting schedule set forth in clauses (i) and (ii) below (Section 3 of the “Lapsing Repurchase Right”)Option Agreement. The Company’s 's Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision)applicable law, then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d2.1(c) hereof, in the event that for any reason the Participant is no longer an employeeEmployee, director or consultant Consultant of the Company or an Affiliate (the “Termination”) prior to the third anniversary of the Date of Reference[ ], the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares which have not yet vested in accordance with the schedule set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or serviceTermination. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.The Company’s Lapsing Repurchase Right is as follows: [Insert Lapsing Repurchase Right (vesting schedule)]

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of date which is four years from the Date of Referencedate hereof, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d2.1(c) hereof, in the event that for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third fifth (5) anniversary of the Date of ReferenceGrant Date, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s 's Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s 's Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i), (ii) and (iiiii) below (the “"Lapsing Repurchase Right”"). The Company’s 's Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision)applicable law, then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d2.1(c) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant employee of the Company or an Affiliate prior to the third second anniversary of the Date of Reference, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or serviceemployment. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21June 2, 20062008.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(dSubsection 3(b) hereof, in the event that if for any reason the Participant is no longer an employee, director or consultant experiences a Termination of the Company or an Affiliate Service prior to the third anniversary of the Date of ReferenceJune 18, 2012, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares as set forth in clauses (i) and (ii) below herein (the “"Lapsing Repurchase Right”"). The Company’s 's Lapsing Repurchase Right shall lapse with respect to 2,188 of the Granted Shares on a quarterly basis, beginning on September 18, 2008, unless the Participant shall have, prior to any such quarterly lapsing date, experienced a Termination of Service. The Company's Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event if the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision)applicable law, then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until the later of (a) the end of such one-year period or (b) 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(bSections 2(b), 2.1(c2(c) and 2.1(d2(d) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or Company, an Affiliate or a Subsidiary prior to the third fourth anniversary of the Date of ReferenceGrant Date, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), successor in interest) and, in the event the Company exercises such option, the Participant (or the Participant’s Survivorsuccessor in interest) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares as set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one one-year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 thirty days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b2(b), 2.1(c2(c) and 2.1(d) hereof2(d), in the event that for any reason reason, whether with or without notice and whether or not the Participant is no longer Company or the Affiliate of the Company has acted lawfully in terminating the employment, the Officer ceases to be an employee, director or consultant employee of the Company or an Affiliate of the Company prior to the third anniversary of the Date of ReferenceGrant Date, the Company (or its designee) designee shall have the option, but not the obligation, to purchase from the Participant Officer (or the Participant’s Survivorher successor in interest), and, in and the event the Company exercises such option, the Participant Officer (or the Participant’s Survivorher successor in interest) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i), (ii) and (iiiii) below (the “"Lapsing Repurchase Right”"). The Company’s 's Lapsing Repurchase Right shall be valid for a period of one year six (6) months commencing with the date of such termination of employment or servicetermination. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period six (6) months from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 twenty (20) days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b2(b), 2.1(c2(c) and 2.1(d2(d) hereof, in the event that for any reason the Participant is no longer is an employee, director or consultant of the Company or Company, an Affiliate or a Subsidiary prior to the third tenth anniversary of the Date of ReferenceGrant Date, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivorsuccessor in interest), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivorsuccessor in interest) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c2(b) and 2.1(d2(c) hereof, in the event that for any reason the Participant is no longer an employeeEmployee, director or consultant Consultant of the Company or an Affiliate (the “Termination”) prior to the third anniversary of the Date of Reference[ ], the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares which have not yet vested in accordance with the schedule set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or serviceTermination. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.The Company’s Lapsing Repurchase Right is as follows: [Insert Lapsing Repurchase Right (vesting schedule)]

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(dSubsection 3(b) hereof, in the event that if for any reason the Participant is no longer an employee, director or consultant experiences a Termination of the Company or an Affiliate Service prior to the third anniversary of the Date of ReferenceJune 18, 2010, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares as set forth in clauses (i) and (ii) below herein (the “"Lapsing Repurchase Right”"). The Company’s 's Lapsing Repurchase Right shall lapse with respect to 1,250 of the Granted Shares on a quarterly basis, beginning on September 18, 2008, unless the Participant shall have, prior to any such quarterly lapsing date, experienced a Termination of Service. The Company's Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event if the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision)applicable law, then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until the later of (a) the end of such one-year period or (b) 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third second anniversary of the Date of ReferenceGrant Date, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to $0.0001 (the Purchase “Forfeiture Price”), all or any part of the Granted Shares set forth in clauses (i), (ii) and (iiiii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision)applicable law, then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that if for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, 20 , the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event if the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i), (ii) and (iiiii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event if the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part up to 288,000 (the “Vesting Shares”) of the Granted Shares set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21June 23, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21February 4, 20062009.

Lapsing Repurchase Right. Except as set forth in Subsections Subsection 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate prior to the third first anniversary of the Date of ReferenceGrant Date, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i), (ii) and (iiiii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(d) hereof, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate prior to the third anniversary of the Date of Reference, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares set forth in clauses (i) and (ii) below (the “Lapsing Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For the purposes of this Agreement, “Date of Reference” shall be August 21[ ], 200620[ ](1).

Lapsing Repurchase Right. Except as set forth in Subsections 2.1(b), 2.1(c) and 2.1(dSubsection 3(b) hereof, in the event that and subject to subsections (i), (ii), (iii), (iv), and (v) below, if for any reason the Participant is no longer is an employee, director or consultant of the Company or an Affiliate affiliate prior to the third fifth anniversary of the Date of ReferenceGrant Date, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participant’s Survivor's survivor), and, in the event the Company exercises such option, the Participant (or the Participant’s Survivor's survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares as set forth in clauses (i), (ii) and (iiiii) below (the “"Lapsing Repurchase Right”"). The Company’s 's Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision)applicable law, then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited. For Notwithstanding the purposes of this Agreement, “Date of Reference” shall be August 21, 2006.foregoing,