Stock Repurchase Agreement by bobzepfel


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									                                Stock Repurchase Agreement

     THIS STOCK REPURCHASE AGREEMENT is entered into as of the
     ,          (the “Effective Date”), by and between                    (the
“Company”) and         (the “Employee”), with reference to the following:

        A.     Employee has acquired                           shares of Common Stock of the
Company (which, together with any other shares or other Company securities issued in respect
thereof, whether by stock split, stock dividend, recapitalization or otherwise, shall be referred to
herein as the “Shares”);

       B.      Employee is employed by the Company;

        C.      The Company and Employee have agreed that the Company shall have the option
to repurchase all or a portion of the Shares under certain circumstances, on the terms and
conditions set forth

        NOW THEREFORE, in consideration of the covenants contained herein, the parties
hereto hereby agree as follows:

       1.      Company's Right to Repurchase.

               1.1 If, within the period of one year from the Effective Date, the Employee shall
       leave the employ of the Company for any reason, other than (i) death or disability, or (ii)
       termination by the Company without cause (a “Termination”), then the Company shall
       have the right to purchase some or all of the Shares (the “Purchase Option”), pursuant to
       the following schedule:

            (a) If the Termination occurs prior to the 180th day following the Effective Date,
       Company may purchase up to 100% of the Shares; and

               (b) If the Termination occurs between the 180th day following the Effective
               Date and the first anniversary of the Effective Date, the Company may
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