Common use of The Second Option Clause in Contracts

The Second Option. (i) Subject to Section 6.3: (A) if the Executive resigns employment with the Employer, or is terminated for Cause in accordance with Section 3.3 hereof prior to July 7, 2000, the Executive shall have no right to purchase any shares pursuant to the Second Option and the Second Option will expire on the date of such resignation or termination; (B) if the Executive resigns employment with the Employer, or is terminated for Cause in accordance with Section 3.3 hereof on or after July 7, 2000 and prior to July 7, 2003, the Executive shall be entitled to receive those shares issued or issuable upon exercise of the Second Option that have been released from escrow pursuant to the Escrow Agreement on or before the date of termination; and (C) if the Executive is terminated by the Employer without Cause prior to July 7, 2003, he shall be entitled to receive those shares issued or issuable upon exercise of the Second Option that have been released from escrow pursuant to the Escrow Agreement on or before the date of termination plus those shares that would have been released from escrow pursuant to the Escrow Agreement had the Executive continued to be employed beyond the date of termination for the number of months in the Severance Period (and those shares that would have been released from escrow pursuant to the Escrow Agreement during such period shall be deemed to have been released from escrow pursuant to the Escrow Agreement in such circumstances for all purposes of this Agreement and the Escrow Agreement): (D) to the extent of the portion of the Second Option that has not been exercised for the full number of shares which may be released from escrow pursuant to the Escrow Agreement to the Executive in accordance with the provisions of this Subsection 6.1(b), that portion of the Second Option will remain exercisable and the remaining portion of the Second Option will be cancelled; and (E) If the Executive's employment is terminated, VGI shall have the right to purchase for cancellation for a price equivalent to the exercise prior paid by the Executive any shares issued pursuant to the exercise of the Second Option which have not been released from escrow pursuant to the Escrow Agreement (taking into account the terms of this Section 6.1).

The Second Option. Following the Closing, at any time prior to the expiration of the 30-day period following the entry of a final judgment under the Condemnation Proceeding, or the abandonment of the Condemnation Proceeding, whichever event shall first occur, Purchaser shall have the option to acquire all of Seller's rights in and to the Condemnation Parcel and in the Condemnation Proceeding (the "Second Option") in consideration for payment to the Seller of the sum of Five Million Nine Hundred Sixteen Thousand Five Hundred Dollars ($5,916,500) (the "Second Option Consider- ation"). In the event that Purchaser exercises the Second Option, Purchaser shall pay to Seller the Second Option Consideration within ten (10) business days thereafter (the "Second Option Closing"). At the Second Option Closing (i) Subject to Section 6.3: (A) if the Executive resigns employment with the Employer, or is terminated for Cause in accordance with Section 3.3 hereof prior to July 7, 2000, the Executive shall have no right to purchase any shares pursuant Seller's title to the Second Option and the Second Option will expire on the date of such resignation or termination; (B) if the Executive resigns employment with the Employer, or is terminated for Cause in accordance with Section 3.3 hereof on or after July 7, 2000 and prior to July 7, 2003, the Executive Condemned Parcel shall be entitled conveyed to receive those shares issued or issuable upon Purchaser free and clear of any liens, encumbrances, mortgages, pledges, obligations, etc., imposed by Seller, except for the Condemnation Proceeding, by Grant, Bargain, and Sale Deed in substantially the form of Exhibit "B" hereto; (ii) Seller shall take such actions, and execute and deliver such documents, as may reasonably be required to transfer Seller's rights in the Condemnation Proceeding to Purchaser; and (iii) Seller's representations and warranties contained in Sections 5.2-5.6 herein shall be true and correct as if originally and additionally made with reference to the Condemned Parcel. In the event the Condemnation Proceeding is abandoned after Purchaser's exercise of the Second Option that have been released from escrow pursuant to the Escrow Agreement on or before the date of termination; and (C) if the Executive is terminated by the Employer without Cause prior to July 7Option, 2003, he Purchaser shall be entitled obligated to receive those shares issued or issuable upon exercise refund to ▇▇▇▇▇ County the sums previously paid to Seller in the Condemnation Proceeding, not to exceed the amount of the Second Option that have been released from escrow pursuant to the Escrow Agreement on or before the date of termination Two Million Four Hundred Three Thousand Five Hundred Dollars ($2,403,500) plus those shares that would have been released from escrow pursuant to the Escrow Agreement had the Executive continued interest thereon, if any, is required to be employed beyond the date of termination for the number of months in the Severance Period (and those shares that would have been released from escrow pursuant to the Escrow Agreement during such period shall be deemed to have been released from escrow pursuant to the Escrow Agreement in such circumstances for all purposes of this Agreement and the Escrow Agreement): (D) to the extent of the portion of the Second Option that has not been exercised for the full number of shares which may be released from escrow pursuant to the Escrow Agreement to the Executive in accordance with the provisions of this Subsection 6.1(b), that portion of the Second Option will remain exercisable and the remaining portion of the Second Option will be cancelled; and (E) If the Executive's employment is terminated, VGI shall have the right to purchase for cancellation for a price equivalent to the exercise prior paid by the Executive any shares issued pursuant to the exercise of the Second Option which have not been released from escrow pursuant to the Escrow Agreement (taking into account the terms of this Section 6.1)paid.