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 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 Participant's death, Disability, Termination for Cause or other Termination, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice and this Agreement. 1 (b) Method of Exercise. This Option shall be is exercis...able 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, 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 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 such aggregate Exercise Price, together Price. (c) Compliance with any applicable tax withholding. Laws. No Shares shall 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 securities 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 be considered transferred to the Participant on the date on which the Option is exercised with respect to such Exercised Shares. (d) Death of Participant. In the event that the Participant ceases to be employed by, or ceases to provide services to, the Company as a result of the Participant's death, then the Option may be exercised up to twelve months after Participant's death by the Participant's designee, provided that such designee has been designated prior to the Participant's death on a form prescribed by Company; in the absence of any such effective designation, the Option may be exercised by the beneficiary designated by the Participant with the largest beneficial interest; or, if there is no single beneficiary with a majority or plurality of interest, then the Option may be exercised by the thenâacting trustee of the latest revocable trust established by Participant of which Participant was a beneficiary or, if none, by the administrator or executor of the Participant's estate. View More
Exercise of Option. (a) 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 herein and in the Notice of Stock Option Grant and accordance with the applicable provisions of the Plan Plan. No Shares shall be issued pursuant to the exercise of the Option unless the issuance and this exercise comply with applicable laws. Assuming such compliance, for income tax purposes the Shares shall be consi...dered transferred to the Grantee on the date on which the Option Agreement. (b) 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 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 payment the aggregate Option Price (as well as any applicable withholding or other taxes). c. Acceleration of Exercisability under Certain Circumstances. The exercisability of the Option shall not be accelerated under any circumstances, except as otherwise provided in the Plan; provided, however, that the Option shall become fully vested and exercisable in the event of disability or death of the optionee [or immediately prior to, and contingent upon, a Change in Control. ]3 4. Method of Payment. If the Grantee elects to exercise the Option by submitting an Exercise Notice in accordance with Section 3(b) above, the aggregate Exercise Price, together with Option Price (as well as any applicable tax withholding. No Shares withholding or other taxes) shall be paid by cash or check; provided, however, that the Committee may,4 but is not required to, consent to payment in any of the following forms, or a combination of them: a. cash or check; b. a "net exercise" under which the Company reduces the number of Shares issued upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate Option Price and any applicable withholding, or such other consideration received by the Company under a cashless exercise program approved by the Company in connection with the Plan;5 3 See change in control above. 4 Consider whether this determination should be made in advance of issuance. 5 Consider that the company will not be able to sell the shares directly into market to cover withholding taxes so the company will either have to come out of pocket to pay the taxes or do a separate offering pursuant to which the proceeds will be used to pay the taxes. An alternative is to appoint a plan administrator that can receive the (registered) shares on behalf of the grantee, can sell a sufficient number of shares into the market to pay the exercise price and any withholding, and then send the money back to the company while holding the remaining shares in the account of the grantee. If you go this route, keep in mind that grantee will only be able to exercise and sell during an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes open trading window or pursuant to a 10b5-1 plan. c. surrender of other Shares owned by the Shares shall be considered transferred to Participant Grantee that have a Fair Market Value on the date on which of surrender equal to the aggregate Option is Price of the exercised Shares and any applicable withholding; or d. any other consideration that the Committee deems appropriate and in compliance with respect to such Shares. applicable law. 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 7(c) 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 ...Section 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 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 Company 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 9 of the Plan, Optionee agrees to make adequate provision for federal, state or other applicable tax, withholding, required deductions or other payments, 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, as determined by the Company in its sole discretion. (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 obligations described in Section 3(b)(ii) above. View More
Exercise of Option. (a) 4.1. Right to Exercise. This The 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. (b) In the event of Optionee'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. The Option may not be ...exercised for a fraction of a Share. 4.2. Method of Exercise. This The 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 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 pursuant to the provisions of the Plan. The Exercise Notice will 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 will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, Shares together with any applicable tax withholding. This Tax-Related Items (as defined in Section 8 below). The Option shall will be deemed to be exercised upon receipt by the Company 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 the 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 United States income tax purposes the Exercised Shares shall will be considered transferred to Participant Optionee on the date on which the Option is exercised with respect to such Exercised Shares. 4.3. Exercise by Another. If another person wants to exercise the Option after it has been transferred to him or her in compliance with this Option Agreement, that person must prove to the Company's satisfaction that he or she is entitled to exercise the 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). 25 5. Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Optionee: 5.1. Optionee's personal check (or readily available funds), wire transfer, or a cashier's check; 5.2. certificates for shares of Company stock that Optionee owns, 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 Exercise Price. Instead of surrendering shares of Company stock, Optionee 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 Optionee. However, Optionee may not surrender, or attest to the ownership of, shares of Company stock in payment of the Exercise Price of Optionee's Option if Optionee's action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes; 5.3. cashless exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the Shares covered by the Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price and any applicable Tax-Related Items. The balance of the sale proceeds, if any, will be delivered to Optionee. The directions must be given by signing a special notice of exercise form provided by the Company; or 5.4. any other method authorized by the Company; provided, however, that the Company may restrict the available methods of payment to facilitate compliance with applicable law or administration of the Plan. 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 7(c) 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 ...Section 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 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 Company 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 subject to Section 9 of the Plan, Optionee agrees to make adequate provision for federal, state or other applicable tax, withholding, required deductions or other payments, 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, as determined by the Company in its sole discretion. (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 obligations described in Section 3(b)(ii) above. 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 7(c) 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 ...Section 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 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 Company 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 9 of the Plan, Optionee agrees to make adequate provision for federal, state or other applicable tax, withholding, required deductions or other payments, 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, as determined by the Company in its sole discretion. (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 obligations described in Section 3(b)(ii) above. 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 6.4 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 Service, the exercisability of this Option Agreement. is governed by Section 5 below, su...bject to the limitations contained in this Section 3. (iii) In no event may this Option be exercised after the Option Expiration Date set forth in the Notice. 23 (b) Method of Exercise. (i) This Option shall be exercisable by execution and delivery of an the exercise notice in the form attached hereto as Exhibit A (the "Exercise Notice") A, the exercise agreement attached hereto as Exhibit B 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 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 Company 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 the Plan, Optionee agrees to make adequate provision for federal, state or other applicable tax, withholding, required deductions or other payments, 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, as determined by the Company in its sole discretion. (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 any 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 Applicable Laws. 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 or foreign 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, or the requirements of any stock exchange or market system upon which the Shares may then be listed. 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 any 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 all 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 obligations described in Section 3(b)(ii) above. 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 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 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 pursuant to the provisions of the Plan. The Exercise Notice will 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 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 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 United States 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. (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 Option Agreement, 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 Exercise Notice form (as described above) and pay the Exercise Price (as described below) and any applicable Tax-Related Items (as described below). 2 5. Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant: (a) Participant's personal check (or readily available funds), wire transfer, or a cashier's check; (b) certificates for shares of Company stock that Participant owns, 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 Exercise Price. Instead of surrendering shares of Company stock, Participant 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 Participant. However, Participant may not surrender, or attest to the ownership of, shares of Company stock in payment of the Exercise Price of Participant's Option if Participant's action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes; (c) cashless exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the Shares covered by this Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price and any applicable Tax-Related Items. The balance of the sale proceeds, if any, will be delivered to Participant. 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; provided, however, that the Company may restrict the available methods of payment due to facilitate compliance with applicable law or administration of the Plan. In particular, if Participant is located outside the United States, Participant should review the applicable provisions of the Appendix for any such restrictions that may currently apply. View More
Exercise of Option. (a) Right (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. (b) Method 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 ma...y not be exercised for a fraction of a Share. (b)Method of Exercise. 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 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 pursuant to the provisions of the Plan. The Exercise Notice will 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 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 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 (as defined below). 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 ,the requirements of any stock exchange or quotation service upon which the Shares are then listed, and any exchange control registrations. Assuming such compliance, for United States 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 Shares. Exercised Shares.4(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 Option Agreement, 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 Exercise Notice form (as described above) and pay the Exercise Price (as described below) and any applicable Tax-Related Items (as described below).5.Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant:(a)Participant's personal check (representing readily available funds), wire transfer, or a cashier's check;(b)if permitted by the Committee, certificates for shares of Company stock that Participant owns, 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 Exercise Price. Instead of surrendering shares of Company stock, Participant 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 Exercised Shares issued to Participant. However, Participant may not surrender, or attest to the ownership of, shares of Company stock in payment of the Exercise Price of Participant's Option if Participant's action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes;(c)cashless exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the Shares covered by this Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price. The balance of the sale proceeds, if any, will be delivered to Participant unless otherwise provided in this Option Agreement. The directions must be given by signing a special notice of exercise form provided by the Company; or(d)any other method authorized by the Company;provided, however, that the Company may restrict the available methods of payment due to facilitate compliance with applicable law or administration of the Plan. In particular, if Participant is located outside the United States, Participant should review the applicable provisions of the Country Appendix for any such restrictions that may currently apply. View More
Exercise of Option. (a) Right (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. (b) Method 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 ma...y not be exercised for a fraction of a Share. (b)Method of Exercise. 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 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 pursuant to the provisions of the Plan. The Exercise Notice will 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 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 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 (as defined below). 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 ,the requirements of any stock exchange or quotation service upon which the Shares are then listed, and any exchange control registrations. Assuming such compliance, for United States 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 Shares. Exercised Shares.3(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 Option Agreement, 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 Exercise Notice form (as described above) and pay the Exercise Price (as described below) and any applicable Tax-Related Items (as described below).5.Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant:(a)Participant's personal check (representing readily available funds), wire transfer, or a cashier's check;(b)if permitted by the Committee, certificates for shares of Company stock that Participant owns, 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 Exercise Price. Instead of surrendering shares of Company stock, Participant 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 Exercised Shares issued to Participant. However, Participant may not surrender, or attest to the ownership of, shares of Company stock in payment of the Exercise Price of Participant's Option if Participant's action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes;(c)cashless exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the Shares covered by this Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price. The balance of the sale proceeds, if any, will be delivered to Participant unless otherwise provided in this Option Agreement. The directions must be given by signing a special notice of exercise form provided by the Company; or(d)any other method authorized by the Company;provided, however, that the Company may restrict the available methods of payment due to facilitate compliance with applicable law or administration of the Plan. In particular, if Participant is located outside the United States, Participant should review the applicable provisions of the Appendix for any such restrictions that may currently apply. View More
