Lookback. (a) If (i) the Termination Date occurs as a result of Executive's termination by the Company without Cause or Executive's resignation for Good Reason and (ii) within one year after the Termination Date either (x) a Transfer of Common Stock by an Investor occurs (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries) or (y) a Sale of the Company occurs, then Executive will be entitled to receive from the Company the benefit of such Transfer or Sale of the Company that Executive would have been entitled to receive had the Termination Date not occurred. Thus, (1) if either a Transfer or a Sale of the Company occurs within one year after the Termination Date and the Company or the Investors have repurchased any Executive Stock pursuant to the Repurchase Option (such repurchased shares of Executive Stock being "Repurchased Stock"), then the ----------------- Company will pay to Executive the excess, if any, of (A) the amount of net proceeds Executive would have been entitled to receive for the shares of Repurchased Stock that Executive would have been permitted to sell in connection with the Transfer or Sale of the Company had the Termination Date not occurred and had Executive still owned such shares over (B) the amount actually received by Executive for such shares from the Company and/or the Investors pursuant to the Repurchase Option and (2) without duplication of the payments made to Executive pursuant to clause (1) above and only with respect to Management Options that expired on the Termination Date, if a Sale of the Company occurs within one year of the Termination Date, then the Company will pay to Executive the excess, if any, of (X) the amount of net proceeds Executive would have received with respect to Management Option Shares that Executive would have held if (I) the Termination Date had not occurred, (II) Executive's Management Options that had not become exercisable prior to and expired on the Termination Date had become exercisable in connection with such Sale of the Company, and (III) Executive had exercised the in-the-money Management Options in connection with such Sale of the Company over (Y) the aggregate Management Option Price Executive would have been required to pay to the Company in connection with to the exercise of such Management Options, in each case by certified or cashier's check or wire transfer of funds upon consummation of such transaction. The Company will provide the Executive notice of the Transfer of Common Stock or the Sale of the Company within fifteen days after the Transfer of Common Stock or Sale of the Company, as the case may be. (b) Subject to the following sentence, in the event Executive becomes entitled to receive any amounts from the Company pursuant to Section 12(a) above and the Company has not paid all of such amounts (the amount not paid being the "Unpaid Amount") to Executive within 90 days after the date of ------------- the Transfer of Common Stock by an Investor or the Sale of the Company (as the case may be), Executive may require (by delivery of written notice of such election to the Investors (the "Lookback Notice")) each Investor to pay to --------------- Executive the product of (i) the Unpaid Amount and (ii) a fraction, the numerator of which shall equal the total number of shares of Common Stock held by such Investor immediately preceding the Transfer of Common Stock or Sale of the Company (as the case may be) and the denominator of which shall equal the total number of shares of Common Stock outstanding on a fully diluted basis (including all Common Stock issuable upon exercise or conversion of all options, warrants or convertible securities outstanding at such time) immediately preceding the Transfer of Common Stock or Sale of the Company (as the case may be). Notwithstanding the foregoing, no Investor shall be required to pay to Executive any amounts under this Section 12(b) unless Executive has in writing unconditionally released the Company from all amounts and obligations owing by the Company to Executive pursuant to this Section 12. (c) The provisions of this Section 12 will terminate upon the Competition Date.
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Lookback. (a) If (i) the Termination Date occurs as a result of Executive's termination by the Company without Cause or Executive's resignation for Good Reason and (ii) within one year after the Termination Date either (x) a Transfer of Common Stock by an Investor occurs (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries) or (y) a Sale of the Company occurs, then Executive will be entitled to receive from the Company the benefit of such Transfer or Sale of the Company that Executive would have been entitled to receive had the Termination Date not occurred. Thus, (1) if either a Transfer or a Sale of the Company occurs within one year after the Termination Date and the Company or the Investors have repurchased any Executive Stock pursuant to the Repurchase Option (such repurchased shares of Executive Stock being "Repurchased Stock"), then the ----------------- Company will pay to Executive the excess, if any, of (A) the amount of net proceeds Executive would have been entitled to receive for the shares of Repurchased Stock that Executive would have been permitted to sell in connection with the Transfer or Sale of the Company had the Termination Date not occurred and had Executive still owned such shares over (B) the amount actually received by Executive for such shares from the Company and/or the Investors pursuant to the Repurchase Option and (2) without duplication of the payments made to Executive pursuant to clause (1) above and only with respect to Management Options that expired on the Termination Date, if a Sale of the Company occurs within one year of the Termination Date, then the Company will pay to Executive the excess, if any, of (X) the amount of net proceeds Executive would have received with respect to Management Option Shares that Executive would have held if (I) the Termination Date had not occurred, (II) Executive's Management Options that had not become exercisable prior to and expired on the Termination Date had become exercisable in connection with such Sale of the Company, and (III) Executive had exercised the in-the-money Management Options in connection with such Sale of the Company over (Y) the aggregate Management Option Price Executive would have been required to pay to the Company in connection with to the exercise of such Management Options, in each case by certified or cashier's check or wire transfer of funds upon consummation of such transaction. The Company will provide the Executive notice of the Transfer of Common Stock or the Sale of the Company within fifteen days after the Transfer of Common Stock or Sale of the Company, as the case may be.
(b) Subject to the following sentence, in the event Executive becomes entitled to receive any amounts from the Company pursuant to Section 12(a) above and the Company has not paid all of such amounts (the amount not paid being the "Unpaid Amount") to Executive within 90 days after the date of ------------- the Transfer of Common Stock by an Investor or the Sale of the Company (as the case may be), Executive may require (by delivery of written notice of such election to the Investors (the "Lookback Notice")) each Investor to pay to --------------- Executive the product of (i) the Unpaid Amount and (ii) a fraction, the numerator of which shall equal the total number of shares of Common Stock held by such Investor immediately preceding the Transfer of Common Stock or Sale of the Company (as the case may be) and the denominator of which shall equal the total number of shares of Common Stock outstanding on a fully diluted basis (including all Common Stock issuable upon exercise or conversion of all options, warrants or convertible securities outstanding at such time) immediately preceding the Transfer of Common Stock or Sale of the Company (as the case may be). Notwithstanding the foregoing, no Investor shall be required to pay to Executive any amounts under this Section 12(b) unless Executive has in writing unconditionally released the Company from all amounts and obligations owing by the Company to Executive pursuant to this Section 12.
(c) The provisions of this Section 12 will terminate upon the Competition Date.over
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