3.4Exercise Method, Payment of the Exercise Price. The Optionee, upon exercise, in whole or in part, of the Option, may pay the Exercise Price as follows:
(a)if at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system and in accordance with such rules as may be specified by the Administrator, delivery to the Corporation of a properly executed exercise notice and irrevocable instructions to a registered securities broker promptly to sell all shares received from the exercise and to deliver to the Corporation cash equal to total proceeds from the sale, net of any brokerage and other expenses deducted by the broker, which includes the Exercise Price for that portion of the Option being exercised, and any applicable federal, state and local tax withholding requirements.
(b)if the Common Stock is not listed for trading on a national securities exchange or automated dealer quotation system, the Optionee may not exercise the Options.
Optionee agrees that any proceeds to be received under the Plan and this Agreement shall be repatriated to a special Chinese domestic corporate bank account for employee stock incentive plans as approved by the State Administration for Foreign Exchange (SAFE) for distribution to Optionee in accordance with relevant Chinese foreign exchange regulations.
4.Capital Adjustments. The number of Covered Shares as to which the Option has not been exercised, the Exercise Price, and the type of stock or other consideration to be received on exercise of the Option shall be subject to such adjustment or change, if any, as the Administrator in its sole discretion deems appropriate to reflect such events as stock dividends, split-ups, spin-offs, recapitalizations, reclassifications, combinations or exchanges of shares, mergers, consolidations, liquidations, or the like, of or by the Corporation. Any adjustment determined to be appropriate by the Administrator shall be conclusive and shall be binding on the Optionee.
5.1Notice. The Option shall be exercised, in whole or in part, by the delivery to the Corporation of written notice of such exercise, in such form as the Administrator may from time to time prescribe, accompanied by full payment (or means of full payment permitted by Section 3.4 hereof) of the Exercise Price with respect to that portion of the Option being exercised. Until the Administrator notifies the Optionee to the contrary, the form attached to this Agreement as Exhibit A shall be used to exercise the Option.
5.2Withholding. The Corporation’s obligation to issue or deliver shares of Common Stock upon the exercise of the Option shall be subject to the satisfaction of any applicable federal, state and local tax withholding requirements as well as any foreign tax withholding obligations. The Corporation or an Affiliate shall have the right to withhold individual income tax on any proceeds received by the Optionee under the Plan and this Agreement pursuant to the applicable Chinese tax rules.
5.3Effect. The exercise, in whole or in part, of the Option shall cause a reduction in the number of Covered Shares as to which the Option may be exercised in an amount equal to the number of shares of Common Stock as to which the Option is exercised.
5.4Restrictions on Exercise. Notwithstanding any other provision of this Agreement, the Option may not be exercised at any time that the Corporation does not have an effective registration statement under the Securities Act of 1933, as amended, relating to the offer of the Common Stock to the Optionee under the Plan, unless the Administrator agrees to permit such exercise.