Purchaser shall have no say in the Boards establishment of the The price at which the Company will have the right to repurchase the shares will be the fair market valueĭetermined by the Board of Directors of the Company at a time prior to the Companys filing of a registration statement. The right to repurchase some or all of the shares so purchased by cancellation of the notes in advance of filing such a registration statement. In order to ensure compliance with provisions of the federal securities laws prohibiting companies from extending or maintaining credit to certain executives, the Loan Program also contemplates that the Company will have Both notes will be secured by the shares of Common Stock so purchased, willīe due as set forth in such notes (including provisions for the acceleration of the due date upon the occurrence of various events, such as termination of employment under certain circumstances or the Company filing a registration statement under Of the total principal amount of the notes, 55% will be evidenced by a full recourse promissory note and 45% will be evidenced by a non-recourse promissory note. Offered the right to exercise options to purchase Common Stock of the Company granted to them under the Plan by executing promissory notes payable to the Company in an aggregate amount not to exceed $750,000 principal amount per participatingĮxecutive. Under the Loan Program, certain executives of the Company have been The Option on the terms set forth herein, under an Executive Loan Program approved by the Companys Board of Directors (the Loan Program). The Company is willing to permit Purchaser to exercise Vested Shares, for an aggregate purchase price of $ (the Purchase Price), payable to the Company by delivery of certain promissory notes asĭ. shares (the Shares), consisting of Unvested Shares and no The Purchaser desires to exercise the Option to purchase Shares) and all of the Option Shares are unvested ( Unvested Shares) in accordance with the Vesting Schedule set forth in the Notice of Grant.Ĭ. As of the Effective Date, none of the Option Shares are vested ( Vested (the Notice of Grant) and setting forth the terms and conditions of the Option.ī. Such Option is exercisable at the Exercise Price Per Share specified in the Notice of Stock Option Grant entered into between the Company and the Purchaser and dated as of The Plan, the Company has granted to the Purchaser an option ( Option) to purchase shares of common stock of the Company (the To them in the Companys Amended and Restated 2003 Stock Incentive Plan, as may be further amended and/or restated from time to time (the Plan). Capitalized terms not defined herein shall have the meanings ascribed ∼ompany), and, an executive of the Company (the Purchaser). , 20 (the Effective Date), by and between LinkedIn Corporation, a Delaware corporation (the This OPTION EXERCISE AND REPURCHASE AGREEMENT (this Agreement) is made and entered into as of Whitney Tilson published a rather interesting article on the suggestions of X Management for Microsoft ( NASDAQ: MSFT).Form of Option Exercise and Repurchase Agreements To the Ladies and Gentlemen of the Board: Lead Director, Microsoft Board of Directors In our letter to Microsoft, we at Strategic Analysis Corporation say nay. I have to respond to the letter from the hedge fund – only identified as X Management – which was forwarded by Mr. Whitney Tilson to the Seeking Alpha website. This was the company that suggested that Microsoft buy back a massive amount of stock and borrow some $40 billion to do so. In the analytical framework of my company, this comes down as being a short term, highly self-serving recommendation triggered by the desire to hype the MSFT stock in the short term, presumably so that they can get out with some nice quick profits. This is not sound capital markets policy. To start with, X Investment Management is confusing ‘adding value’ with ‘buying back stock’ as if the act of buying stock back adds anything to the value of the company. If they want fewer shares outstanding, why not recommend a 1:2 consolidation? Or is it just that X Management thinks that if MFST buys back stock, that very act will cause the shares to go up? In other words, perhaps they think that if only there were a large-scale buyer of the shares, the current shareholders would get a better return in the short term.
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