Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable Restriction Period, Restricted Shares that are at that time subject to restrictions shall be forfeited or repurchased in accordance with the Award Agreement; provided, however, the Committee may # provide in any Restricted Share Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Shares will be waived in whole or in part in the event of terminations resulting from specified causes, and # in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Shares.

Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment and service during the applicable Restriction Period, Restricted Share Units that are at that time unvested shall be forfeited or repurchased in accordance with the Award Agreement; provided, however, the Committee may # provide in any Restricted Share Unit Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Share Units will be waived in whole or in part in the event of terminations resulting from specified causes, and # in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Share Units.

Repurchase Option. Unless the Administrator determines otherwise, the Stock Award Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Award Agreement shall be the original purchase price paid by the purchaser and may be paid by

Repurchase Price. If the Buyer Repurchase Option is exercised during the first 18 months following the Effective Date, the repurchase price for the Rollover Stock will be $1.30 per share. Thereafter, the repurchase price for the Rollover Stock will be an amount equal to the greater of # $1.30 per share, or # Fair Market Value (as defined below) (in either case, the “Repurchase Price”).

Repurchase Right. Shares of Common Stock acquired pursuant to any Award shall be subject to a right (but not an obligation) of repurchase by the Company as described in this Section upon the termination of Recipient’s relationship as a Service Provider with the Company or an Affiliated Entity (the “Right of Repurchase”). The Recipient shall not transfer, assign, encumber or otherwise dispose of any stock acquired pursuant to Awards, except as provided in this Section 5.16 or Section 5.9. The Administrative Body shall have the right to assign all or a portion of the Company’s Right of Repurchase at any time, whether or not a Right of Repurchase is then outstanding, to one or more persons as selected by the Administrative Body.

Repurchase Period. The Right of Repurchase shall be exercisable with respect to any shares acquired pursuant to an Award only during the 180-day period immediately following the latest of: # the termination date of Recipient’s relationship as a Service Provider with the Company or an Affiliated Entity; # the date on which such shares were purchased or otherwise acquired (through vesting or otherwise) pursuant to an Award and # the expiration of all other agreements (including restrictive covenants) of Recipient in favor of the Company or an Affiliated Entity, provided, that such agreement must be in breach or have been breached by Recipient to enable the Company to exercise its right under this Section 5.16.2(iii).

Repurchase Price. If the Company (or its assignee) exercises the Right of Repurchase, the Company (or its assignee) shall pay the Recipient an amount for each vested share of Common Stock equal to the Fair Market Value of a share of Common Stock as of the date referenced in Section 5.16.2(i) or for shares acquired upon exercise of an Option, if later, the date which is six months and one day after the date the Recipient exercised the Option with respect to such shares); provided, that, if a Recipient is terminated for Cause or breaches or has breached any agreement with the Company or an Affiliated Entity, the repurchase price shall be the lower of: # the Fair Market Value of a share of Common Stock as set forth above or # the exercise price of each share of

Repurchase Option. In the event Purchaser’s Continuous Service terminates, then the Company shall have an irrevocable option (the “Repurchase Option”) for a period of ninety (90) days after said termination (or in the case of shares issued upon exercise of the Option after such date of termination, within ninety (90) days after the date of the exercise), or such longer period as may be agreed to by the Company and Purchaser, to repurchase from Purchaser or Purchaser’s personal representative, as the case may be, those shares that Purchaser received pursuant to the exercise of the Option that have not as yet vested as of such termination date in accordance with the Vesting Schedule indicated on Purchaser’s Stock Option Grant Notice (the “Unvested Shares”).

Repurchase Rights. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

Repurchase Option. Unless the Administrator determines otherwise, the Stock Award Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Award Agreement shall be the original purchase price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine.