Common use of Repurchase of Option Shares Clause in Contracts

Repurchase of Option Shares. (a) In the event that the Optionee ceases to be employed by the Company for any reason prior to an Initial Public Offering, the Company, during the sixty (60) days following the Termination Date (subject to Section 9(c), the "Repurchase Period") shall have the right to purchase all or any portion of the Option Shares (the "Repurchase Right"). The purchase price for each Option Share shall equal Fair Market Value unless the Optionee resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any time, in which case the purchase price will be the lower of Fair Market Value or the Exercise Price. If the Company elects to purchase the Option Shares, it shall notify the Optionee at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period, provided that the Optionee has presented to the Company a stock certificate evidencing the Option Shares duly endorsed for transfer (the "Endorsed Certificate"). If the Optionee fails to deliver the Endorsed Certificate, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Optionee or his or her permitted transferee or (ii) notice to the Optionee or such permitted transferee that the Company is holding the purchase price for the account of the Optionee or such permitted transferee, and upon such payment or notice the Optionee and such permitted transferee will have no further rights in or to such Option Shares. The Company may assign its Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Option Shares are not purchased pursuant to Section 9(a) or 9(b), the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect.

Repurchase of Option Shares. (a) In the event that the Optionee ceases to be employed by the Company for any reason prior to an Initial Public OfferingOffering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 9(c9(d), the "Repurchase Period") shall have the right to purchase all or any portion of the Option Shares (the "“Repurchase Right"”). The purchase price for each Option Share purchased under this Section 9(a) shall equal Fair Market Value unless the Optionee resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any time, in which case the purchase price will be the lower of Fair Market Value or the Exercise PriceValue. If the Company elects to purchase some or all of the Option Shares, it shall notify the Optionee Optionee, and any Permitted Transferee thereof that then holds Option Shares, at or before the end of the Repurchase Period of such election and the purchase price shall for the Option Shares to be purchased shall be paid in cash to the Optionee, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company (the "Repurchase Date") within thirty (30) calendar days after the end of the Repurchase Period, provided that the Optionee Optionee, and any Permitted Transferee thereof that then holds Option Shares, has presented to the Company a stock certificate or certificates evidencing the Option Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer (the "Endorsed Certificate")transfer. If the Optionee fails to deliver the Endorsed Certificatesuch stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Option Shares to the Optionee or his or her permitted transferee Permitted Transferee or Permitted Transferees or (ii) notice to the Optionee or such permitted transferee Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Option Shares for the account of Optionee, and/or his Permitted Transferee or Permitted Transferees, as the Optionee or such permitted transfereecase may be, and upon such payment or notice notice, Optionee, and/or his or her Permitted Transferee or Permitted Transferees, as the Optionee and such permitted transferee case may be, will have no further rights in or to such Option Shares. The Company may assign its Repurchase Right hereunder rights under this Section 9(a) to Saturn Equity Limited ("SEL") ATDH or to an affiliate of the Company. If Option Shares have been transferred by Optionee to a Permitted Transferee, any Option Shares purchased under this Section 9(a) shall be purchased from Optionee and any such Permitted Transferee on a pro rata basis. If, after Optionee’s termination, the Option Shares are not purchased pursuant to this Section 9(a) or 9(b), the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect.

Repurchase of Option Shares. (a) In Subject to Section 9(b), in the event that the Optionee ceases to be employed by the Company for any reason Stratus Group prior to an Initial Public OfferingOffering or an Approved Sale, the Company, during the sixty (60) days day period following the Optionee’s Termination Date (subject to Section 9(cthe “Repurchase Period”), the "Repurchase Period") shall have the a one-time right to purchase all or any portion all, but not less than all, of the Option Shares which have been beneficially owned by the Optionee for a period of at least six (6) months (the "“Repurchase Right"”). This Repurchase Right shall be freely assignable by the Company to an Affiliate of the Company or to Investcorp Bank E.C. and its Affiliates or any other entity with whom Investcorp E.C. or any Affiliate thereof has an administrative relationship. The purchase price for each Option Share shall equal Fair Market Value unless Value, or, if the Optionee resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any timeCause, in which case the purchase price will be the lower of Fair Market Value or and the Exercise Price. If the Company elects to purchase the Option Shares, it shall notify the Optionee at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "“Repurchase Date"”) within thirty (30) days after the end of the Repurchase Period, provided that the Optionee has presented to the Company a stock certificate evidencing the Option Shares duly endorsed for transfer (the "“Endorsed Certificate"”). If the Optionee fails to deliver the Endorsed Certificate, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Optionee or his or her permitted transferee beneficiary or descendant or (ii) notice to the Optionee or such permitted transferee beneficiary or descendant that the Company is holding the purchase price for the account of the Optionee or such permitted transfereebeneficiary or descendant, and upon such payment or notice the Optionee and such permitted transferee beneficiary or descendant will have no further rights in or to such Option Shares. The Company may assign its Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Company does not purchase the Option Shares are not purchased pursuant to Section 9(a) or 9(b)Shares, the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect.

Repurchase of Option Shares. (a) In the event that the Optionee ceases to be employed by the Company for any reason prior to an Initial Public OfferingOffering or an Approved Sale, the Company, during the sixty ninety (6090) days following the Termination Date (subject to Section 9(c), the "Repurchase Period") ), shall have the right to purchase all or any portion all, but not less than all, of the Option Shares. If the Company does not elect to purchase the Option Shares during the Repurchase Period, the Shareholder, during the thirty (30) days following the expiration of the Repurchase Period (the "Second Repurchase RightPeriod"), shall have a one-time right to purchase all, but not less than all, of the Option Shares. The purchase price for each Option Share shall equal Fair Market Value unless the Optionee resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any time, in which case the purchase price will be the lower of Fair Market Value or the Exercise PriceValue. If the Company or Shareholder (as applicable) elects to purchase the Option Shares, it shall notify the Optionee at or before the end of the Repurchase Period or Second Repurchase Period, as applicable, of such election and the purchase price shall be paid in cash at a time set by the Company or Shareholder (as applicable) (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period or Second Repurchase Period, as applicable, provided that the Optionee has presented to the Company or Shareholder (as applicable) a stock certificate evidencing the Option Shares duly endorsed for transfer (the "Endorsed Certificate"). If the Optionee fails to deliver the Endorsed Certificate, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company or Shareholder (as applicable) of the purchase price to the Optionee or his or her permitted transferee or (ii) notice to the Optionee or such permitted transferee that the Company is holding the purchase price for the account of the Optionee or such permitted transferee, and upon such payment or notice the Optionee and such permitted transferee will have no further rights in or to such Option Shares. The Company may assign its Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Option Shares are not purchased pursuant to Section 9(a) or 9(b), the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect.

Repurchase of Option Shares. (a) In Subject to Section 9(b), in the event that the Optionee ceases to be employed by the Company for any reason Stratus Group prior to an Initial Public OfferingOffering or an Approved Sale, the Company, during the sixty (60) days day period following the Optionee’s Termination Date (subject to Section 9(cthe “Repurchase Period”), the "Repurchase Period") shall have the a one-time right to purchase all or any portion all, but not less than all, of the Option Shares which have been beneficially owned by the Optionee for a period of at least six (6) months (the "“Repurchase Right"”). This Repurchase Right shall be freely assignable by the Company to an Affiliate of the Company or to Investcorp Bank E.C. and its Affiliates or any other entity with whom Investcorp E.C. or any Affiliate thereof has an MGMT STOCK OPTION AGREEMENT REV 022309 administrative relationship. The purchase price for each Option Share shall equal Fair Market Value unless Value, or, if the Optionee resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any timecause, in which case the purchase price will be the lower of Fair Market Value or and the Exercise Price. If the Company elects to purchase the Option Shares, it shall notify the Optionee at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "“Repurchase Date"”) within thirty (30) days after the end of the Repurchase Period, provided that the Optionee has presented to the Company a stock certificate evidencing the Option Shares duly endorsed for transfer (the "“Endorsed Certificate"”). If the Optionee fails to deliver the Endorsed Certificate, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Optionee or his or her permitted transferee beneficiary or descendant or (ii) notice to the Optionee or such permitted transferee beneficiary or descendant that the Company is holding the purchase price for the account of the Optionee or such permitted transfereebeneficiary or descendant, and upon such payment or notice the Optionee and such permitted transferee beneficiary or descendant will have no further rights in or to such Option Shares. The Company may assign its Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Company does not purchase the Option Shares are not purchased pursuant to Section 9(a) or 9(b)Shares, the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect.

Repurchase of Option Shares. (a) In the event that the Optionee ceases to be employed by the Company for any reason prior to an Initial Public OfferingOffering or an Approved Sale, the Company, during the sixty (60) days following the Termination Date (subject to Section 9(c), the "Repurchase Period") ), shall have the a one-time right to purchase all or any portion all, but not less than all, of the Option Shares (the "Repurchase Right")Shares. The purchase price for each Option Share shall equal Fair Market Value unless Value, or, if the Optionee resigns without Good Reason prior to May 10August 11, 2003 2001 or is terminated for Cause at any time, in which case the purchase price will be the lower of Fair Market Value or the Exercise Price. If the Company elects to purchase the Option Shares, it shall notify the Optionee at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period, provided that the Optionee has presented to the Company a stock certificate evidencing the Option Shares duly endorsed for transfer (the "Endorsed Certificate"). If the Optionee fails to deliver the Endorsed Certificate, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Optionee or his or her permitted transferee or (ii) notice to the Optionee or such permitted transferee that the Company is holding the purchase price for the account of the Optionee or such permitted transferee, and upon such payment or notice the Optionee and such permitted transferee will have no further rights in or to such Option Shares. The Company may assign its Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Company does not purchase the Option Shares are not purchased pursuant to Section 9(a) or 9(b)Shares, the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect.

Repurchase of Option Shares. (a) In the event that the Optionee ceases to be employed by the Company for any reason prior to an Initial Public OfferingOffering or an Approved Sale, the Company, during the sixty (60) days following the Termination Date (subject to Section 9(c), the "Repurchase Period") ), shall have the a one-time right to purchase all or any portion all, but not less than all, of the Option Shares (the "Repurchase Right")Shares. The purchase price for each Option Share shall equal Fair Market Value unless Value, or, if the Optionee resigns without Good Reason prior to May 10January 1, 2003 2001 or is terminated for Cause at any time, in which case the purchase price will be the lower of Fair Market Value or the Exercise Price. If the Company elects to purchase the Option Shares, it shall notify the Optionee at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period, provided that the Optionee has presented to the Company a stock certificate evidencing the Option Shares duly endorsed for transfer (the "Endorsed Certificate"). If the Optionee fails to deliver the Endorsed Certificate, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Optionee or his or her permitted transferee or (ii) notice to the Optionee or such permitted transferee that the Company is holding the purchase price for the account of the Optionee or such permitted transferee, and upon such payment or notice the Optionee and such permitted transferee will have no further rights in or to such Option Shares. The Company may assign its Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Company does not purchase the Option Shares are not purchased pursuant to Section 9(a) or 9(b)Shares, the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect.

Repurchase of Option Shares. (a) In the event that the Optionee ceases to be employed by the Company for any reason prior to an Initial Public OfferingApproved Sale, the Company, during the sixty (60) days following the Termination Date (subject to Section 9(c), the "Repurchase Period") ), shall have the a one-time right to purchase all or any portion all, but not less than all, of the Option Shares (the "Repurchase Right")Shares. The purchase price for each Option Share shall equal Fair Market Value unless Value, or, if the Optionee resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any timecause, in which case the purchase price will be the lower of Fair Market Value or the Exercise Price. If the Company elects to purchase the Option Shares, it shall notify the Optionee at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period, provided that the Optionee has presented to the Company a stock certificate evidencing the Option Shares duly endorsed for transfer (the "Endorsed Certificate"). If the Optionee fails to deliver the Endorsed Certificate, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Optionee or his or her permitted transferee or (ii) notice to the Optionee or such permitted transferee that the Company is holding the purchase price for the account of the Optionee or such permitted transferee, and upon such payment or notice the Optionee and such permitted transferee will have no further rights in or to such Option Shares. The Company may assign its Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Company does not purchase the Option Shares are not purchased pursuant to Section 9(a) or 9(b)Shares, the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect.

Repurchase of Option Shares. (a) In Subject to Section 9(b), in the event that the Optionee ceases to be employed by the Company for any reason Stratus Group prior to an Initial Public OfferingOffering or an Approved Sale, the Company, during the sixty (60) days day period following the Optionee’s Termination Date (subject to Section 9(cthe “Repurchase Period”), the "Repurchase Period") shall have the a one-time right to purchase all or any portion all, but not less than all, of the Option Shares which have been beneficially owned by the Optionee for a period of at least six (6) months (the "“Repurchase Right"”). This Repurchase Right shall be freely assignable by the Company to an Affiliate of the Company or to Investcorp Bank E.C. and its Affiliates or any other entity with whom Investcorp E.C. or any Affiliate thereof has an administrative relationship. The purchase price for each Option Share shall equal Fair Market Value unless Value, or, if the Optionee resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any timeCause, in which case the purchase price will be the lower of Fair Market Value or and the Exercise Price. If the Company elects to purchase the Option Shares, it shall notify the Optionee at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "“Repurchase Date"”) within thirty (30) days after the end of the Repurchase Period, provided that the Optionee has presented to the Company a stock certificate evidencing the Option Shares duly endorsed for transfer (the "“Endorsed Certificate"”). If the Optionee fails to deliver the Endorsed Certificate, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Optionee or his or her permitted transferee beneficiary or descendant or (ii) notice to the Optionee or such permitted transferee beneficiary or descendant that the Company is holding the purchase price for the account of the Optionee or such permitted transfereebeneficiary or descendant, and upon such payment or notice the Optionee and such permitted transferee beneficiary or descendant will have no further rights in or to such Option Shares. The Company may assign its Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Company does not purchase the Option Shares are not purchased pursuant to Section 9(a) or 9(b)Shares, the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect.. MGMT STOCK OPTION AGREEMENT 6 REV 02.24.03

Repurchase of Option Shares. (a) In the event that the Optionee ceases to be employed by the Company for any reason prior to an Initial Public OfferingApproved Sale, the Company, during the sixty (60) days following the Termination Date (subject to Section 9(c), the "Repurchase Period") ), shall have the a one-time right to purchase all or any portion all, but not less than all, of the Option Shares (the "Repurchase Right")Shares. The purchase price for each Option Share shall equal Fair Market Value unless Value, or, if the Optionee resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any timeCause, in which case the purchase price will be the lower of Fair Market Value or the Exercise Price. If the Company elects to purchase the Option Shares, it shall notify the Optionee at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period, provided that the Optionee has presented to the Company a stock certificate evidencing the Option Shares duly endorsed for transfer (the "Endorsed Certificate"). If the Optionee fails to deliver the Endorsed Certificate, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Optionee or his or her permitted transferee or (ii) notice to the Optionee or such permitted transferee that the Company is holding the purchase price for the account of the Optionee or such permitted transferee, and upon such payment or notice the Optionee and such permitted transferee will have no further rights in or to such Option Shares. The Company may assign its Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Company does not purchase the Option Shares are not purchased pursuant to Section 9(a) or 9(b)Shares, the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect.