[slowcpu]

"If, in connection with the termination of a Participant’s Employment, the Ordinary Shares issued to such Participant pursuant to the exercise of the Option or issuable to such Participant pursuant to any portion of the Option that is then vested are to be repurchased, the Participant shall be required to exercise his or her vested Option and any Ordinary Shares issued in connection with such exercise shall be subject to the repurchase and other provisions in the Management Partnership agreement."

This is actually pretty clear even to me ( and I merely have an interest in law as opposed to having legal training ) and should be manifestly obvious to a real lawyer. He should have had a lawyer read his employment contract and then should have discussed it again before he decided to leave Skype.

[jbjohns]

You think a person should have to consult a lawyer before changing jobs? That's insane. It's bad enough with health care concerns.

[gojomo]

What if Lee wasn't shown and hadn't independently agreed to the 'Management Partnership Agreement'? [1] What if that Agreement – whose text as far as I know hasn't yet been publicly released – isn't itself clear and enforceable on the repurchase rights?

Even the part you quote is unclear; the clause which makes the Ordinary Shares 'subject to repurchase' is conditioned on the leading "If... the Ordinary Shares... are to be repurchased" clause. That may imply some other trigger or prior notification is necessary first, before the Management Partnership Agreement repurchase-at-cost (which would be contrary to the usual meaning of 'vesting') comes into play.

At this point any definitive interpretation – without the text of all agreements between Lee and Skype, and professional familiarity with the terms and precedents involved – is premature judgement.

[1] edit addition: I see in a BusinessWeek article that Lee did sign but did not carefully review the 'Management Partnership Agreement'. That's a screwup, but the interplay between the exact language of all the agreements could still give him daylight.

[slowcpu]

http://framethink.files.wordpress.com/2011/06/stock-option-g...