SEPARATION REPURCHASE OPTION Clause Samples

SEPARATION REPURCHASE OPTION. (i) Subject to the terms and conditions set forth in this SECTION 3(a) and SECTION 5 below, the Company and the Equity Investors will 5 have the right to repurchase (the "SEPARATION REPURCHASE OPTION") from Executive and his transferees (other than the Company and the Equity Investors) all or any portion of (A) the Unvested Common Units, in the event Executive ceases to be employed by the Company, Employer and their respective Subsidiaries for any reason, and (B) the Vested Carried Common Units and the Co-Invest Units, in the event of Executive's (I) death, (II) Disability, (III) resignation other than for Good Reason from Executive's employment with the Company, Employer or any of their respective Subsidiaries, (IV) employment termination with Cause by the Company, Employer or any of their respective Subsidiaries or (V) employment termination when there is Substantial Underperformance (each a "SEPARATION REPURCHASE EVENT"). The Separation Repurchase Option with respect to Vested Units under SECTIONS 3(a)(i)(B)(I) and 3(a)(i)(B)(II) shall be valid only if Executive fails to exercise the Separation Put Right (if applicable) within the Put Election Period provided in SECTION 4(a)(i) below. The Company may assign its repurchase rights set forth in this SECTION 3(a) to any Person. (ii) For any Separation Repurchase Option, (A) the purchase price for each Unvested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the date of the Separation Repurchase Event, (B) the purchase price for each Vested Common Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase Event; PROVIDED THAT, if Executive's employment is terminated with Cause, the purchase price for each Vested Common Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date of Executive's termination with Cause and (C) the purchase price for each Class B Preferred Unit will be the Fair Market Value of such unit as of the date of the Separation Repurchase Event; PROVIDED THAT, if Executive's employment is terminated with Cause, the purchase price for each Class B Preferred Unit will be the lesser of (I) Executive's Original Cost for such unit and (II) the Fair Market Value of such unit as of the effective date of Executive's termination with Cause. (iii) The Company (with the approval of the Board) may elect to purc...