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 Vesting/Exercise Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of Section 10 of the Plan and as follows: (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 governed by Se...ction 5 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 Notice. (b) Method of Exercise. (i) This Option shall be exercisable by execution and delivery of an exercise notice in the form Exercise Agreement attached hereto as Exhibit A (the "Exercise Notice") or in a manner and pursuant to of any other form of written 1 notice approved for such procedures as purpose by 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. 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 Exercise Notice written 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 for 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 purchased Shares. (ii) As a condition to the exercise of an this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of Shares, 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 Shares upon exercise of this Option unless such issuance and or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise comply with or the method of payment of consideration for such Shares would constitute a violation of any Applicable Laws, including any applicable U.S. federal or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, 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 shall be considered transferred to Participant Optionee on the date on which the this Option is exercised with respect to such Shares. (iv) Subject to compliance with Applicable Laws, this Option shall be deemed to be exercised upon receipt by the Company of the appropriate written notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable withholding obligations. (v) As a condition to exercise of this Option, Optionee must execute and deliver a counterpart signature page to that certain Voting Agreement dated as of November 20, 2009, by and among the Company and certain of its stockholders (as may be amended from time to time) (the "Voting Agreement") so as to become a party thereto, and to be bound by the terms and conditions thereof, as an Additional Holder (as defined in the Voting Agreement). (vi) Optionee acknowledges that any Shares issued to Optionee upon exercise of this Option will be subject to a restriction on transfer as described in Article X of the Bylaws of the Company, that any such Shares shall constitute Restricted Shares (as defined in the Bylaws of the Company), and that the approval of the Company's Board of Directors must be obtained before Optionee can transfer any such Shares. 2 4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the election of Optionee: (a) cash or check; (b) cancellation of indebtedness; (c) at the discretion of the Plan Administrator on a case by case basis, by surrender of other shares of Class B Common Stock of the Company (either directly or by stock attestation) that Optionee previously acquired and that have an aggregate Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which this Option is being exercised; or (d) at the discretion of the Plan Administrator on a case by case basis, by Cashless Exercise. View More
Exercise of Option. The Option must be exercisable prior to the Expiration Date, in accordance with the provisions of Section 8 of the Plan, subject to the following: (a) Right to Exercise. This (i) Only vested Option shall Shares may be exercisable during its term exercised. (ii) The Option may not be exercised for a fraction of a share. (iii) In the event of Optionee's death, disability, or other termination of employment or consulting relationship, the exercise of the Option is governed by Sections 5, 6, and 7 o...f this Agreement, subject to the limitation contained in Section 2(a)(iv) below. (iv) In no event may the Option be exercised after the Expiration Date (as set forth in Section 1 above). (v) In accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions Section 6(c) of the Plan and this Option Agreement. Plan, to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by Optionee during any calendar year (under all plans of the Company) exceeds $100,000, such excess Options must be treated as Nonstatutory Stock Options. (b) Method of Exercise. This The Option shall be is exercisable by delivery of an a duly executed exercise notice in the form attached as Exhibit A (the "Exercise B ("Exercise Notice") or in a manner and pursuant to such procedures as the Administrator may determine, which shall that will 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 accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This and a signed Stock Restriction Agreement in the form of Exhibit C attached hereto. The Option shall will be deemed to be exercised upon receipt by the Company of such fully the duly completed and executed Exercise Notice accompanied by payment of the aggregate Notice, Exercise Price, together with any applicable tax withholding. Price and Stock Restriction Agreement. No Shares shall will 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 will be considered transferred to Participant the 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 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 Maximum Exercise Period. 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. -3- (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) 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 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. 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. For purposes of Stock 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. (ii) This Option may not be exerc...ised 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, 9, and 10 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 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. (v) 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 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, 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 Agreement. In the event of your death, Disability, or other cessation of Service, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice and this Agreement. This Option may not be exercised for a fraction of a Share. (b) Method of Exerc...ise. This Option shall be is exercisable by delivery of an exercise notice in a form specified 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 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 pursuant to the provisions of the Plan. The Exercise Notice shall be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price exercise price as to all Exercised Shares, together with any applicable tax withholding. Shares. This Option shall be deemed to be exercised upon receipt by the Company of such a fully executed Exercise Notice accompanied by the aggregate exercise price and any applicable tax withholding due upon exercise of the Option. (c) Exercise by Another. If another person wants to exercise this Option after it has been transferred to him or her, that person must prove to the Company's satisfaction that he or she is entitled to exercise this Option. That person must also complete the proper Notice of Exercise form (as described above) and pay the exercise price (as described below) and any applicable tax withholding due upon exercise of the Option (as described below). 2 4. Method of Payment. Payment of the aggregate exercise price shall be by any of the following, or a combination thereof, at the election of you: (a) your personal check, a cashier's check or a money order; (b) certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company; the value of the shares, determined as of the effective date of the Option exercise, will be applied to the Option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the Option shares issued to you. However, you may not surrender, or attest to the ownership of, shares of Company stock in payment of the aggregate Exercise Price, together with any applicable tax withholding. No Shares shall be issued pursuant exercise price of your Option if your action would cause the Company 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 recognize compensation expense (or additional compensation expense) with respect to such Shares. this Option for financial reporting purposes; (c) irrevocable directions to a securities broker approved by the Company to sell all or part of your Option Shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the Option exercise price and any withholding taxes. The balance of the sale proceeds, if any, will be delivered to you. The directions must be given by signing a special notice of exercise form provided by the Company; or (d) other method authorized by the Company. View More
Exercise of Option. (a) Right to Exercise. This Option shall be An Option[, whether a Base or Performance Option,] is 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, subject to the condition precedent that the Optionee shall have previously returned to the Company a copy of Part I and Part II of this Option Agreement provided to you by the Company and as duly signed by you on sig...nature page. In the event of Optionee's death, Disability or other termination of Optionee's Continuous Status as a Beneficiary, the exercisability of an Option is governed by the applicable provisions of the Plan and this Option Agreement. (b) Method of Exercise. This An Option shall be is exercisable by delivery of an exercise notice notice, in the form attached as Exhibit A hereto (or in such other form acceptable to the Administrator) (the "Exercise Notice") or in Notice"), comprising a manner and pursuant to such procedures as the Administrator may determine, share subscription form (bulletin de souscription) which shall 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. Company pursuant to the provisions of the Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Company or its designated representative or by facsimile message to be immediately confirmed by certified mail to the Company or through an electronic platform or means of communication acceptable to the Administrator. 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 Shares. An Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the proof of payment of the such aggregate Exercise Price, together with any applicable tax withholding. Price. No Shares Share shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply complies with Applicable Laws. Assuming such compliance, for income tax purposes all relevant provisions of law as set out under Section 14(a) of the Plan. Upon exercise of an Option, the Shares issued to the Optionee shall be considered transferred assimilated with all other Shares of the Company and shall be entitled to Participant on dividends for the date on fiscal year in course during which the Option is exercised with respect to such Shares. exercised. View More
Exercise of Option. (a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule provisions of Section 10 of the Plan as follows: (a) Right to Exercise. (i) Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the vesting schedule set out forth in the Notice of Stock Grant. (ii) This Option Grant and with the applicable provisions may not be exercised for a fraction of the Plan and this Option Agreement. a ...Share. (b) Method of Exercise. (i) This Option shall be exercisable by delivery of an exercise notice in the form attached hereto as Exhibit EXHIBIT A (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 this Option, the number of Shares with respect to which the this 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. Shares. 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. Price. (ii) No Shares shall be issued pursuant to the exercise of an this 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 Optionee on the date on which the this Option is exercised with respect to such Shares. (iii) All amounts due are payable in United States dollars calculated by reference to the local currency to United States dollar exchange rate published in The Wall Street Journal on the date of exercise (or if the date of exercise is not a business day in the United States, the next available business day in the United States). Neither the Company, the Employer (defined below) nor any affiliate of the Company shall be liable for any foreign exchange rate fluctuation that may affect the value of the option or of any amounts due to Optionee pursuant to the exercise of the option or the subsequent sale of any Shares acquired upon exercise. (c) Termination of Service. For the purposes of this Option, Optionee will no longer be considered a Service Provider as of the end date of Optionee's contract for the provision of services to the Company or a Parent or Subsidiary of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee's employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the period (if any) during which Optionee may exercise the option after such termination will commence on the end date of Optionee's contract. 2 3. OPTIONEE'S REPRESENTATIONS. In the event the Shares have not been registered under the Securities Act at the time this Option is exercised, Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her or its Investment Representation Statement in the form attached hereto as EXHIBIT B. Optionee understands that the Company is under no obligation to register or qualify the Shares with any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Optionee agrees that the Company shall have unilateral authority to amend the Plan and this Agreement without Optionee's consent to the extent necessary to comply with securities or other laws applicable to issuance of shares. View More
Exercise of Option. (a) Right to Exercise. This Option shall be An Option[, whether a Base or Performance Option,] is 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, subject to the condition precedent that the Optionee shall have previously returned to the Company a copy of Part I and Part II of this Option Agreement provided to the Optionee by the Company and as duly signed by t...he Optionee on the signature page. In the event of the Optionee's death, Disability or other termination of Optionee's Continuous Status as a Beneficiary, the exercisability of an Option is governed by the applicable provisions of the Plan and this Option Agreement. (b) Method of Exercise. This An Option shall be is exercisable by delivery of an exercise notice notice, in the form attached as Exhibit A hereto (or in such other form acceptable to the Administrator) (the "Exercise Notice") or in Notice"), comprising a manner and pursuant to such procedures as the Administrator may determine, share subscription form (bulletin de souscription) which shall 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. Company pursuant to the provisions of the Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Company or its designated representative or by facsimile message to be immediately confirmed by certified mail to the Company or through an electronic platform or means of communication acceptable to the Administrator. 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 Shares. An Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the proof of payment of the such aggregate Exercise Price, together with any applicable tax withholding. Price. No Shares Share shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply complies with Applicable Laws. Assuming such compliance, for income tax purposes all relevant provisions of law as set out under Section 14(a) of the Plan. Upon exercise of an Option, the Shares issued to the Optionee shall be considered transferred assimilated with all other Shares of the Company and shall be entitled to Participant on dividends for the date on fiscal year in course during which the Option is exercised with respect to such Shares. exercised. 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 Maximum Exercise Period. 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 Administrator (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) on which the Company receives (as determined by the Company of such Administrator 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 Administrator. (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 be exercisable during its term in accordance with the Vesting Vesting/Exercise Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of Section 10 of the Plan and as follows: (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 employment, the exercisability of the Option is governed by Section 5 below, subject to t...he limitations contained in this Section 3. (iii) In no event may this Option Agreement. be exercised after the Expiration Date of the Option as set forth in the Notice. Flxt Exh 10 4 Form of option grant.docx -4- (b) Method of Exercise. (i) This Option shall be exercisable by execution and delivery of an exercise written 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 Option, the number of Shares with in respect to of which the 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. 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 Exercise Notice written notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. Price. 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 with any applicable tax withholding. No Shares shall be issued pursuant Price. (ii) As a condition to the exercise of an this Option and as further set forth in Section 11 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 Option, or disposition of Shares, 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 Shares upon exercise of the Option unless such issuance and or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise comply with or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, 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 shall be considered transferred to Participant Optionee on the date on which the Option is exercised with respect to such Shares. View More
