Exercise of Option Clause Example from Business Contracts

Exercise of Option. (a) Right to Exercise. The Optioned Shares will be exercisable during their term cumulatively according to the Vesting Schedule and the applicable provisions of the Notice and the Award Agreement; however, the Optioned Shares may not be exercised for a fraction of a share of Common Stock. Additionally, and notwithstanding anything in the Notice or this Award Agreement, in connection with or following the termination or interruption of Participant's Continuous Service for any reason, the Particip...ant may exercise vested Optioned Shares only during, and not after, the Post-Termination Exercise Period set forth in the Notice. Vested Optioned Shares will automatically expire, and the vested Optioned Shares will automatically terminate, upon the end of the Post-Termination Exercise Period set forth in the Notice. Finally, all Optioned Shares will automatically expire and terminate upon the Expiration Date (as set forth in the Notice) to the extent not then exercised. Thereafter, no vested Optioned Shares may be exercised. -1- (b) Method of Exercise. The Option will be exercisable to the extent then vested by delivery of a written exercise notice in a form reasonably acceptable to the Committee (the "Exercise Notice"), which must state the election to exercise the Option, the number of shares of Common Stock with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice must be signed by the Participant (or by the Participant's beneficiary or other person entitled to exercise the Option in the event of the Participant's death under the Notice of this Award Agreement) and must be delivered in person or by certified mail to the Secretary of the Company at the Company's principal executive office. The Exercise Notice must be accompanied by payment of the aggregate Exercise Price as to all Optioned Shares exercised. The Option will be deemed to be exercised as of the date (the "Exercise Date"): (i) on which the Company receives (as determined by the Committee in its sole, but reasonable, discretion) the fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price, and (ii) all other applicable terms and conditions of the Award Agreement are satisfied in the sole but reasonable discretion of the Committee. (c) Compliance Restrictions on Exercise. No shares of Common Stock will be issued pursuant to the exercise of an Option unless the issuance and exercise, including the form of consideration used to pay the Exercise Price, comply with applicable laws. The Participant will not have any rights as a stockholder with respect to any shares of Common Stock subject to the Option prior to the Exercise Date. (d) Issuance of Shares of Common Stock. After receiving the Exercise Notice, the Company will cause to be issued a certificate or certificates (or electronic equivalent) for the shares of Common Stock as to which the Option 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 right of survivorship). The Company will cause the certificate or certificates to be delivered to or upon the order of the person exercising the Option. View More