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. 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 Option Grant and with Grant. Alternatively, at the applicable provisions election of the Plan and Optionee, 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 to this Option shall vest based on Optionee's continued status as a Service Provider. 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 for unvested Shares, the Optionee shall execute the 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 the Optionee's status as a Service Provider, the exercisability of the Option shall be governed by Sections 7, 8 and 9 hereof. (v) In no event may this Option be exercised after the Expiration Date of this Option as set forth in the Notice of Grant. (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, 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. 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. 2 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 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. 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. (b) 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. (c) 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). 4 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: (a) Optionee's personal check (or readily available funds), wire transfer, or a cashier's check; (b) 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; (c) 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 (d) 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 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. 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. (b) 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. (c) 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). 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 Optionee: (a) Optionee's personal check (or readily available funds), wire transfer, or a cashier's check; (b) 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; (c) 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 (d) 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 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 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. 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 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 Early Exercise Notice and Restricted Stock Purchase Agreement 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 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. 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. (b) Method of Exercise. (i) This Option shall be exercisable by execution and delivery of an exercise notice in the form Early Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit A (the "Exercise Notice") A, the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B, or in a manner and pursuant to 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, 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 12 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
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 9 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 th...e 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. -1- (b) Method of Exercise. (i) This Option shall be exercisable by execution and delivery of an exercise notice in the form Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit A (the "Exercise Notice") 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, 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
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 the Plan Plan, including Section 6 thereof, and of this Agreement, including Section 5 hereof, 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, the ...exercisability of the Option is governed by Section 5 below, subject to the limitations contained in this Section 3. (iii)In no event may this Option Agreement. (b) Method be exercised after the Expiration Date of the Option as set forth in the Notice. (b)Method of Exercise. This (i)This Option shall be exercisable by execution and delivery of an exercise notice in the form Exercise Notice and Stock Purchase Agreement attached hereto as Exhibit A (the "Exercise Notice") 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, 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 Administrator in its discretion to constitute adequate delivery. The Exercise Notice written notice shall 25 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 8.2 of the Plan, Optionee agrees to make such arrangements as the Administrator may require for the satisfaction of all 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, as the Administrator may in its discretion determine. (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 such exercise or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. 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
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. -1- (b) Method of Exercise. (i) This Option shall be exercisable in whole or in part by execution and delivery of an exercise notice in the form Early Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit A (the "Exercise Notice") A, the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B, or in a manner and pursuant to 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, 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 to the issuance of the Shares 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 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
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 9 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 the... 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. -1- (b) Method of Exercise. (i) This Option shall be exercisable by execution and delivery of an exercise notice in the form Exercise Notice and Restricted Share Purchase Agreement attached hereto as Exhibit A (the "Exercise Notice") 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, 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, 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. This Option may not be exercised until such time as the Plan has been approved by the shareholders of the Company. 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 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
