Exercise of Option Clause Example from Business Contracts

Exercise of Option. (a) Right to Exercise. The Option shall be exercisable during its term according to the applicable provisions of the Plan as follows: (i) Subject to subsections 2(a)(ii) and 2(a)(iii) below, the Option shall be exercisable cumulatively according to the vesting schedule set forth in the Grant Notice. Alternatively, at the election of the Participant, the Option may be exercised in whole or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject to the Company...'s repurchase right (as set forth in the Restricted Share Purchase Agreement, in the form attached hereto as Exhibit D). (ii) As a condition to exercising the Option for unvested Shares, the Participant shall execute the Restricted Share Purchase Agreement. (iii) Notwithstanding the foregoing, the Option may not be exercised for a fraction of a Share. (b) Method of Exercise. The Option shall be exercisable by delivery of a written exercise notice in the form attached hereto as Exhibit B (the "Exercise Notice") or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option, the number of Shares 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 shall be signed by the Participant (or by the Participant's beneficiary or other person entitled under the Plan to exercise the Option in the event of the Participant's death) and shall be delivered in person or by certified mail to the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all -2- Shares exercised together with any applicable tax withholding. The Option shall be deemed to be exercised as of the date (the "Exercise Date") (i) the Company receives (as determined by the Administrator in its sole, but reasonable, discretion) the fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price, together with any applicable tax withholding, and (ii) all other applicable terms and conditions of the Option Agreement are satisfied. (c) Approval by Stockholders and Compliance Restrictions on Exercise. Any other provision of this Option Agreement to the contrary notwithstanding, no portion of the Option shall be exercisable at any time prior to the approval of the Plan by the Stockholders of the Company. No Shares shall 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 Law. (d) Issuance of Shares. After receiving the Exercise Notice, the Company shall cause to be issued a certificate or certificates for the Shares 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 shall cause the certificate or certificates to be deposited in escrow or delivered to or upon the order of the person exercising the Option. View More