Exercise of Option Clause Example with 204 Variations from Business Contracts
This page contains Exercise of Option clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Exercise of Option. (a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement. (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the "Exercise Notice") or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exer...cise the Option, the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price, together with any applicable tax withholding. No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares.View More
Variations of a "Exercise of Option" Clause from Business Contracts
Exercise of Option. (a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Grant Notice of Stock Option Grant and with the applicable provisions of Section 6(e) of the Plan and or otherwise as set forth below: (a) Right to Exercise. (i) This Option may not be exercised for a fraction of a share. (ii) In the event of Optionee's death, Disability or other termination of Continuous Service Status, the exercisability of this Option Agreement. is go...verned by Section 7 below, subject to the limitations contained in this Section 3. (iii) In no event may this Option be exercised after the Expiration Date set forth in the Grant Notice. (b) Method of Exercise. (i) This Option shall be exercisable by delivery click-through exercise via the web portal made available by the Company's equity plan administrator and approved by the Company for such purpose, or by any other form of an exercise notice in approved for such purpose by the form attached as Exhibit A (the "Exercise Notice") or in a manner and pursuant to such procedures as the Administrator may determine, Company which shall state the Optionee's election to exercise the this Option, the number of Shares with in respect to of which the this Option is being exercised (the "Exercised Shares"), exercised, and such other representations and agreements as to the holder's investment intent with respect to such Shares as may be required by the Company. The Exercise Notice Company pursuant to the provisions of the Plan. Such notice shall be accompanied signed by Optionee (including electronically or by click-through acceptance, if permitted by the Company) and shall be delivered to the Company by such means as are determined by the Company in its discretion to constitute adequate delivery. The giving of such notice shall be deemed to be an undertaking to make payment of the aggregate Exercise Price as for the purchased Shares (as described in Section 4 hereof) and to all Exercised Shares, together with satisfy any applicable tax withholding. This Tax-Related Items (as defined below). (ii) Subject to compliance with Applicable Laws, this Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment the appropriate notice of the aggregate Exercise Price, together with any applicable tax withholding. No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares. (as described in Section 3(b)(i) hereof). View More
Exercise of Option. (a) Right to Exercise. This The Option shall be exercisable exercisable, in whole or in part, during its term in accordance with the Vesting Exercisability Schedule set out forth in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this the Award Agreement. No Shares shall be issued pursuant to the exercise of the Option Agreement. unless the issuance and exercise comply with applicable laws. Assuming such compliance, for income tax purposes the Shares shall be ...considered transferred to the Grantee on the date on which the Option is exercised with respect to such Shares. Until such time as the Option has been duly exercised and Shares have been delivered, the Grantee shall not be entitled to exercise any voting rights with respect to such Shares, shall not be entitled to receive dividends or other distributions with respect thereto, if applicable, and shall not have any other rights of a Stockholder with respect thereto. (b) Method of Exercise. This The Grantee may exercise the Option shall be exercisable by delivery of delivering an exercise notice in a form approved by the form attached as Exhibit A Company (the "Exercise Notice") or in a manner and pursuant to such procedures as the Administrator may determine, Notice"), which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Option Price as to all Exercised Shares, together with any applicable tax withholding. This Shares exercised. The Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the payment of the aggregate Exercise Price, together with Option Price (as well as any applicable tax withholding. No Shares withholding or other taxes). (c) Acceleration of Exercisability under Certain Circumstances. The exercisability of the Option shall not be issued pursuant accelerated under any circumstances, except as otherwise provided in the Plan or in a written agreement between the Grantee and the Company or an Affiliate; provided, however, that if, within 3 months prior to and in connection with a Change in Control, or 12 months following a Change in Control, the exercise Grantee incurs a Separation from Service as a result of a termination initiated by the Company or an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, Affiliate without Cause, or by the Grantee for income tax purposes Good Reason, then 100% of the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect immediately become exercisable prior to such Shares. termination (provided that if such termination occurs prior to such Change in Control, such Shares shall immediately become exercisable prior to such Change in Control). For this purpose, "Good Reason" means as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Affiliate, or in the absence of such then-effective written agreement and definition, means the occurrence of any of the following events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to have consented to any such event or condition unless the Grantee provides written notice of the Grantee's non-acquiescence within 30 days of becoming aware of such event or condition): (i) a change in the Grantee's responsibilities or duties which represents a material and substantial diminution in the Grantee's responsibilities or duties, as applicable; (ii) a material reduction in the Grantee's base salary; provided that an across-the-board reduction in the salary level of substantially all other individuals in positions similar to the Grantee's by the same percentage amount shall not constitute such a salary reduction; or (iii) requiring the Grantee to be based at any place outside a 50 mile radius from the Grantee's job location or residence except for reasonably required travel on business. View More
Exercise of Option. (a) Right to Exercise. This Option The Options shall be exercisable during its term in accordance with the Vesting Schedule vesting schedule set out in the Notice of Stock Option Grant forth below and with the applicable provisions of Section 9 of the Plan and as follows: 1 (a) Right to Exercise. (i) These Options may not be exercised with respect to a fraction of a Common Unit. (ii) In the event of Optionee's death, disability or other termination of employment, the exercisability of these Opti...ons is governed by Section 5 below, subject to the limitations contained in this Option Agreement. Section 3. (iii) In no event may these Options be exercised after the Expiration Date. (b) Vesting Schedule. No Options shall be exercisable until such Options have vested ("Vested Options"), in accordance with the following vesting schedule: (c) Method of Exercise. This Option (i) These Options shall be exercisable by execution and delivery of an exercise notice in the form Exercise Notice attached as Exhibit A B (the "Exercise Notice") and Restricted Unit Agreement attached hereto as Exhibit C (the "Unit Agreement") or in a manner and pursuant to of any other form of written notice approved for such procedures as purpose by the Administrator may determine, Company which shall state the Optionee's election to exercise the Option, Options, the number of Shares Common Units in respect of which the Options are being exercised, and such other representations and agreements as to the Optionee's investment intent with respect to such Common Units as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the aggregat Exercise Price for the Common Units with respect to which the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. exercised. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice written notice accompanied by payment of the aggregate Exercise Price, together Price for the Common Units with any applicable tax withholding. No Shares shall be issued pursuant respect to which the Option is being exercised. To the extent Optionee is not already a member of the Company, Optionee will execute and deliver, at the time of exercise of the Options, a written joinder to the Limited Liability Company Agreement of the Company in a form provided by the Company to the Optionee. (ii) As a condition to the exercise of an Option unless these Options and as further set forth in Section 10 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Options, or disposition of Common Units, whether by withholding, direct payment to the Company, or otherwise. (iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Common Units upon exercise of the Options if such issuance and or delivery would not comply with Applicable Laws, with such non-compliance determined by the Company in consultation with its legal counsel. These Options may not be exercised if the issuance of such Common Units upon such exercise comply with or the method of payment of consideration for such Common Units would constitute a violation of any applicable federal or state securities or other law or regulation. As a condition to the exercise of these Options, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares Common Units shall be considered transferred to Participant Optionee on the date on which the Option is Options are exercised with respect to such Shares. Common Units. 2 (d) Method of Payment. The consideration to be paid for the Common Units to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator. Such consideration may consist of (l) cash, (2) check (3) promissory notes, (4) other Units which (i) in the case of Common Units acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Common Units as to which such Option shall be exercised, (5) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan (which program shall employ a third-party appraisal to value the Common Units), or (6) any combination of the foregoing methods of payment. View More
Exercise of Option. (a) Right to Exercise. This Option shall may be exercisable during its exercised only within the term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and in accordance with the applicable provisions of the Plan and the terms of this Option Agreement. (b) Method of Exercise. This Option shall will be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the "Exercise Notice") or in a manner and pursuant to such procedures as the Admin...istrator may determine, which shall procedure will require Participant to state the election that he/she is electing to exercise the Option, the number of Shares with in respect to of which the Option is being exercised (the "Exercised Shares"), and will require Participant to make such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment Company pursuant to the provisions of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. Plan. This Option shall will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment completion of the aggregate Exercise Price, together with any applicable tax withholding. No Shares shall be issued pursuant exercise procedure to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares. Company's satisfaction. View More
Exercise of Option. (a) Right to Exercise. This Option shall The Optioned Shares will be exercisable during its their term in accordance with cumulatively according to the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan; however, the Optioned Shares may not be exercised for a fraction of a Share. Additionally, and notwithstanding anything in the Notice, this Award Agreement, the Plan or any other agreement to the contrary, the Participant's right to exerci...se vested Optioned Shares will automatically expire, and this Option Agreement. the vested Optioned Shares will automatically terminate, upon the end of the period (the "Maximum Exercise Period") prescribed in the Notice following the earliest of these events: (i) the termination of the status of the Participant as a Service Provider (except as provided below); (ii) the termination of the status of the Participant as a Service Provider due to Disability; or (iii) the termination of the status of the Participant as a Service Provider due to death. As provided under the Plan, and notwithstanding anything to the contrary, all Optioned Shares will automatically expire and terminate upon the Expiration Date (as set forth in the Notice) to the extent not then exercised. Thereafter, no vested Optioned Shares may be exercised. 1 (b) Method of Exercise. This The Option shall will be exercisable to the extent then vested by delivery of an a written exercise notice in a form acceptable to the form attached as Exhibit A Committee (the "Exercise Notice") or in a manner and pursuant to such procedures as the Administrator may determine, Notice"), which shall must state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall must be signed by the Participant (or by the Participant's beneficiary or other person entitled to exercise the Option in the event of the Participant's death under the Plan) and must be delivered in person or by certified mail to the Secretary of the Company. The Exercise Notice must be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Shares exercised. The Option shall will be deemed to be exercised upon receipt as of the date (the "Exercise Date"): (i) the date the Company receives (as determined by the Company of such Committee in its sole, but reasonable, discretion) the fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price, together with and (ii) all other applicable terms and conditions of the Award Agreement are satisfied in the sole discretion of the Committee. (c) Approval by Shareholders and Compliance Restrictions on Exercise. Notwithstanding any applicable tax withholding. other provision of this Award Agreement to the contrary, no portion of the Option will be exercisable at any time prior to the approval of the Plan by the shareholders of the Company. No Shares shall will be issued pursuant to the exercise of an Option unless such the issuance and such exercise exercise, including the form of consideration used to pay the Exercise Price, comply with Applicable Laws. Assuming such compliance, The Participant will not have any rights as a shareholder with respect to any shares of Common Stock subject to the Option prior to the Exercise Date. (d) Issuance of Shares. After receiving the Exercise Notice, the Company will cause to be issued a certificate or certificates (or electronic equivalent) for income tax purposes the Shares shall be considered transferred as to Participant on the date on which the Option is exercised has been exercised, registered in the name of the person exercising this Option (or in the names of such person and his or her spouse as community property or as joint tenants with respect right of survivorship). The Company will cause the certificate or certificates to such Shares. be deposited in escrow or delivered to or upon the order of the person exercising the Option. View More
Exercise of Option. (a) Right to Exercise. This Option shall The Optioned Shares will be exercisable during its their term in accordance with cumulatively according to the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan Notice and the Award Agreement; however, the Optioned Shares may not be exercised for a fraction of a share of Common Stock. Additionally, and notwithstanding anything in the Notice or this Option Agreement. Award Agreement, in connection w...ith or following the termination or interruption of Participant's Continuous Service for any reason, the Participant may exercise vested Optioned Shares only during, and not after, the Post-Termination Exercise Period set forth in the Notice. Vested Optioned Shares will automatically expire, and the vested Optioned Shares will automatically terminate, upon the end of the Post-Termination Exercise Period set forth in the Notice. Finally, all Optioned Shares will automatically expire and terminate upon the Expiration Date (as set forth in the Notice) to the extent not then exercised. Thereafter, no vested Optioned Shares may be exercised. -1- (b) Method of Exercise. This The Option shall will be exercisable to the extent then vested by delivery of an a written exercise notice in a form reasonably acceptable to the form attached as Exhibit A Committee (the "Exercise Notice") or in a manner and pursuant to such procedures as the Administrator may determine, Notice"), which shall must state the election to exercise the Option, the number of Shares shares of Common Stock with respect to which the Option is being exercised (the "Exercised Shares"), exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall must be signed by the Participant (or by the Participant's beneficiary or other person entitled to exercise the Option in the event of the Participant's death under the Notice of this Award Agreement) and must be delivered in person or by certified mail to the Secretary of the Company at the Company's principal executive office. The Exercise Notice must be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Optioned Shares exercised. The Option shall will be deemed to be exercised upon receipt as of the date (the "Exercise Date"): (i) on which the Company receives (as determined by the Company of such Committee in its sole, but reasonable, discretion) the fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price, together with any and (ii) all other applicable tax withholding. terms and conditions of the Award Agreement are satisfied in the sole but reasonable discretion of the Committee. (c) Compliance Restrictions on Exercise. No Shares shall shares of Common Stock will be issued pursuant to the exercise of an Option unless such the issuance and such exercise exercise, including the form of consideration used to pay the Exercise Price, comply with Applicable Laws. Assuming such compliance, applicable laws. The Participant will not have any rights as a stockholder with respect to any shares of Common Stock subject to the Option prior to the Exercise Date. (d) Issuance of Shares of Common Stock. After receiving the Exercise Notice, the Company will cause to be issued a certificate or certificates (or electronic equivalent) for income tax purposes the Shares shall be considered transferred shares of Common Stock as to Participant on the date on which the Option is exercised has been exercised, registered in the name of the person exercising this Option (or in the names of such person and his or her spouse as community property or as joint tenants with respect right of survivorship). The Company will cause the certificate or certificates to such Shares. be delivered to or upon the order of the person exercising the Option. View More
Exercise of Option. (a) Right to Exercise. This If permitted by Applicable Law, this Option shall may be exercisable during its exercised only within the term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant Grant, and may be exercised during such term only in accordance with the applicable provisions of the Plan and the terms of this Option Award Agreement. (b) Method of Exercise. This Option shall be is exercisable by delivery of an exercise notice in the form attached as Exhibi...t A (the "Exercise Notice") or in a manner and pursuant to such procedures as the Administrator may determine, which shall will state the election to exercise the Option, the number of Shares with in respect to of which the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment Company pursuant to the provisions of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. Plan. This Option shall will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice Notice, along with a signed Joint Election and signed Section 431 Election in the form set out in Exhibit B hereto, accompanied by payment of the such aggregate Exercise Price, together with Price and any applicable tax withholding. No Shares shall be issued pursuant to the exercise of an Option unless such issuance Tax Liability and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares. any Secondary NIC Liability. View More
Exercise of Option. This Option is exercisable as follows: (a) Right to Exercise. (i) This Option shall be exercisable during its term in accordance with cumulatively according to the Vesting Schedule vesting schedule set out in the Notice Grant Notice. Alternatively, at the election of Optionee, and as provided herein, this Option may be exercised in whole or in part at such times as are established by the Administrator as to Shares which have not yet vested. For purposes of this Option Agreement, Shares subject t...o this Option shall vest based on Optionee's continued status as a Service Provider, unless otherwise determined by the Administrator. Vested Shares shall not be subject to the Company's Repurchase Option (as set forth in the Restricted Stock Purchase Agreement). (ii) As a condition to exercising this Option Grant and with for unvested Shares, Optionee shall execute the applicable provisions Restricted Stock Purchase Agreement. (iii) This Option may not be exercised for a fraction of a Share. (iv) In the event of Optionee's death, Disability, or other termination of Optionee's status as a Service Provider, the exercisability of the Plan Option shall be governed by Sections 7, 8, 9, and 10 hereof, subject to the limitations contained in this Section 2. (v) In the event the exercise of the Option following the termination of Optionee's status as a Service Provider would be prohibited at any time solely because the issuance of shares would violate the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), then the Option shall terminate on the earlier of (i) the Term/Expiration Date of the Option as set forth in the Grant Notice or (ii) the expiration of a period of three (3) months after the termination of Optionee's status as a Service Provider during which the exercise of the Option would not be in violation of such registration requirements. (vi) In no event may this Option Agreement. be exercised after the Term/Expiration Date of this Option as set forth in the Grant Notice. (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise written notice to the Company in the form attached hereto as Exhibit A B (the "Exercise Notice") or in a manner and pursuant to such procedures as the Administrator may determine, which Notice"). The Exercise Notice shall state the election to exercise the Option, the number of Shares with respect to for which the Option is being exercised (the "Exercised Shares"), exercised, and such other representations and agreements with respect to such Shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be signed by Optionee and, together with an executed copy of the Restricted Stock Purchase Agreement, if applicable, shall be delivered in person or by certified mail to the Secretary of the Company or such other authorized representative of the Company. The Exercise Notice and Restricted Stock Purchase Agreement shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with Price, including payment of any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price, together with any applicable tax withholding. withholding tax. No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant Optionee on the date on which the Option is exercised with respect to such Shares. View More
Exercise of Option. (a) Right to Exercise. This Option shall be is exercisable during its term in accordance with the Vesting Schedule set out forth in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement. In the event of Participant's death, Disability, termination for Cause or other cessation of Service, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice and this Option Agreement. This Option may not be exercised f...or a fraction of a Share. (b) Method of Exercise. This Option shall be is exercisable by delivery of an exercise notice in the a form attached as Exhibit A specified by Playboy (the "Exercise Notice") or in a manner and pursuant to such procedures as the Administrator may determine, Notice"), which shall will state the election to exercise the Option, the number of Shares with in respect to of which the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by Playboy pursuant to the Company. provisions of the Plan. The Exercise Notice shall will be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of Playboy or other person designated by Playboy. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, Shares together with any applicable tax withholding. Tax-Related Items (as defined in Section 8 below). This Option shall will be deemed to be exercised upon receipt by the Company Playboy of such fully executed Exercise Notice accompanied by such aggregate Exercise Price and payment of the aggregate Exercise Price, together with any applicable tax withholding. Tax-Related Items. No Shares shall will be issued pursuant to the exercise of an this Option unless such issuance and such exercise comply complies with Applicable Laws. all relevant provisions of law and the requirements of any stock exchange or quotation service upon which the Shares are then listed. Assuming such compliance, for income tax purposes the Exercised Shares shall will be considered transferred to Participant on the date on which the Option is exercised with respect to such Exercised Shares. 2 (c) Exercise by Another. If another person wants to exercise this Option after it has been transferred to him or her in compliance with this Agreement, that person must prove to Playboy's satisfaction that he or she is entitled to exercise this Option. That person must also complete the proper Exercise Notice form (as described above) and pay the Exercise Price (as described below) and any applicable Tax-Related Items (as described below). View More
Exercise of Option. (a) This Option is exercisable as follows:(a) Right to Exercise. (i) This Option shall be exercisable during its term in accordance with cumulatively according to the Vesting Schedule vesting schedule set out in the Notice of Stock Grant. For purposes of this Option Grant and with Agreement, Shares subject to this Option shall vest based on Optionee's continued status as a Service Provider, unless otherwise determined by the applicable provisions Administrator, in its sole discretion. (ii) This ...Option may not be exercised for a fraction of a Share. (iii) In the event of Optionee's death, Disability or other termination of Optionee's status as a Service Provider, the exercisability of the Plan Option shall be governed by Sections 7, 8 and 9 hereof, subject to the limitations in this Section 2. (iv) In the event the exercise of the Option following the termination of Optionee's status as a Service Provider would be prohibited at any time solely because the issuance of shares would violate the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), then the Option shall terminate on the earlier of (i) the Term/Expiration Date of the Option as set forth in the Notice of Grant or (ii) the expiration of a period of three (3) months after the termination of Optionee's status as a Service Provider during which the exercise of the Option would not be in violation of such registration requirements. (v) In no event may this Option Agreement. be exercised after the Term/Expiration Date of this Option as set forth in the Notice of Grant. 2 (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise written notice in to the Company (in the form attached as Exhibit A A) (the "Exercise Notice") or in a manner and pursuant to such procedures as the Administrator may determine, which Notice"). The Exercise Notice shall state the election to exercise the Option, the number of Shares with respect to for which the Option is being exercised (the "Exercised Shares"), exercised, and such other representations and agreements with respect to such Shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be signed by Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other authorized representative of the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with Price, plus payment of any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price, together with any applicable tax withholding. withholding tax. No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant Optionee on the date on which the Option is exercised with respect to such Shares. View More
