Manner of Exercise and Payment Contract Clauses (66)

Grouped Into 3 Collections of Similar Clauses From Business Contracts

This page contains Manner of Exercise and Payment clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written notice to the Secretary of the Company (or his or her designee), at its principal executive office. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. In the event the Compan...y has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part, provided that partial exercise shall be for whole shares of Common Stock only. If requested by the Committee, such person or persons shall (i) deliver this Agreement (including the Award Letter) to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof) or (ii) instructions from the Optionee to the Company directing the Company to deliver a specified number of Shares directly to a designated broker or dealer pursuant to a cashless exercise election, in which case the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 and 5.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and this Option Agreement, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company in respect of, Shares purchased upon exercise of the Option until (i) the Option shall have been exercised pursuant to the terms of this Option Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exercise. View More Arrow
Manner of Exercise and Payment. 5.1 Subject 5.1Subject to the terms and conditions of this Option Agreement and the Plan, the vested portion of the Option may be exercised only through an Exercise and Net Shares transaction or in such other manner as may be permitted by the Committee in its discretion, by delivery of written notice in person, electronically or by mail to the Secretary of the Company Plan Administrator (or his or her designee), at its principal executive office. Such notice shall state that the Optionee or othe...r authorized person is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. In designee). 5.2In the event the Company has designated Committee permits an Award Administrator (as defined below), exercise other than an Exercise and Net Shares transaction, the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part, provided that partial exercise shall be for whole shares of Common Stock only. If requested by the Committee, such person or persons shall (i) deliver this Agreement (including the Award Letter) to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by either (i) payment of by: (a) the full purchase price for the Shares in respect of which the Option is being exercised exercised, in cash, by check, by transferring Shares to the Company having a Fair Market Value on the date of exercise equal to the cash amount for which such Shares are substituted, or in such other manner as may be permitted by the Committee in its discretion, and (b) payment of all applicable the Withholding Taxes (as defined as provided by Section 13 of this Agreement, and in Section 11) the manner as may be permitted by the Committee its discretion pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion 13 of the Shares otherwise issuable or by any combination thereof) or (ii) instructions from the Optionee to the Company directing the Company to deliver a specified number of Shares directly to a designated broker or dealer pursuant to a cashless exercise election, in which case the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 Upon this Agreement. 5.3Upon receipt of the notice of exercise and any full payment or other documentation as may be necessary pursuant to Sections 5.1 and 5.2 relating to for the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and this Option Agreement, terms of the Plan, take such action as may be necessary to effect affect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The 5.4Except as otherwise provided in Section 11, the Optionee shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company in holder with respect of, to any Shares purchased upon exercise of -3-Stock Option Agreement subject to the Option until until: (i) the Option shall have been exercised pursuant to the terms of this Option Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and exercised, (ii) the Company shall have issued and delivered the Shares in connection to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such exercise. Shares. View More Arrow
Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written or electronic notice to the Secretary Company in the manner prescribed in Section 7(d) of the Company (or his or her designee), at its principal executive office. Plan and as otherwise set forth by the Committee from time to time. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and will set forth the number o...f Shares in respect of which the Option is being exercised and shall will be signed by the person or persons exercising the Option. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part, provided that partial exercise shall will be for whole shares Shares only. (b) Upon exercise of Common Stock only. If requested the Option pursuant to Section 6(a), unless otherwise determined by the Committee, such person or persons shall (i) deliver this Agreement (including the Award Letter) to the Secretary of the Company who shall endorse thereon will withhold a notation number of such exercise and (ii) provide satisfactory proof as Shares otherwise deliverable to the right of such person or persons Participant to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by either pay (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and (ii) an amount necessary to satisfy applicable U.S. and non-U.S. Federal, state or local tax or other withholding requirements, if any ("Withholding Taxes") in accordance with Section 14(d) of all applicable Withholding Taxes (as defined in Section 11) pursuant the Plan (or, if Participant is subject to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion 16 of the Shares Exchange Act at such time, such amount which would not result in adverse consequences under GAAP), unless otherwise issuable or agreed to in writing by any combination thereof) or (ii) instructions from Participant and the Optionee to the Company directing the Company to deliver a specified Company. The number of Shares directly to a designated broker be withheld or dealer pursuant to a cashless exercise election, in otherwise used for payment will be calculated using the closing price per Share on the New York Stock Exchange (or other principal exchange on which case the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of then trade) on the date of such withholding or delivery. In determination, and will be rounded up to the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 nearest whole Share. (c) Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 6(a) and 5.2 6(b) relating to the Shares in respect of which the Option is being exercised, the Company shall, will, subject to the Plan and this Option Agreement, take such action as may be necessary to effect the transfer to the Optionee Participant of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall (d) Participant will not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of, Shares purchased upon exercise of the Option until (i) the Option shall have has been exercised pursuant to the terms of this Option Agreement and the Optionee shall have Participant has paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company shall have has issued the Shares in connection with such exercise. Notwithstanding the foregoing, unless otherwise determined by the Committee, Participant may otherwise elect to make all or a portion of such payments in cash, check, cash equivalent, and/or Shares, or as provided in Section 14(d) of the Plan. View More Arrow
Manner of Exercise and Payment. 5.1 Subject (a)Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written or electronic notice to the Secretary Company in the manner prescribed in Section 7(d) of the Company (or his or her designee), at its principal executive office. Plan and as otherwise set forth by the Committee from time to time. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and will set forth the n...umber of Shares in respect of which the Option is being exercised and shall will be signed by the person or persons exercising the Option. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part, provided that partial exercise shall will be for whole shares of Common Stock only. If requested (b)Upon exercise of the Option pursuant to Section 6(a), unless otherwise determined by the Committee, such person or persons shall (i) deliver this Agreement (including the Award Letter) to the Secretary of the Company who shall endorse thereon will withhold a notation number of such exercise and (ii) provide satisfactory proof as Shares otherwise deliverable to the right of such person or persons Participant to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by either pay (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and (ii) an amount necessary to satisfy applicable U.S. and non-U.S. Federal, state or local tax or other withholding requirements, if any ("Withholding Taxes") in accordance with Section 14(d) of all applicable Withholding Taxes (as defined in Section 11) pursuant the Plan (or, if Participant is subject to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion 16 of the Shares Exchange Act at such time, such amount which would not result in adverse consequences under GAAP), unless otherwise issuable or agreed to in writing by any combination thereof) or (ii) instructions from Participant and the Optionee to the Company directing the Company to deliver a specified Company. The number of Shares directly to a designated broker be withheld or dealer pursuant to a cashless exercise election, in otherwise used for payment will be calculated using the closing price per Share on the New York Stock Exchange (or other principal exchange on which case the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of then trade) on the date of such withholding or delivery. In determination, and will be rounded up to the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 Upon nearest whole Share. (c)Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 6(a) and 5.2 6(b) relating to the Shares in respect of which the Option is being exercised, the Company shall, will, subject to the Plan and this Option Agreement, take such action as may be necessary to effect the transfer to the Optionee Participant of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall 001898-0002-13589-Active.26303459.6 (d)Participant will not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of, Shares purchased upon exercise of the Option until (i) the Option shall have has been exercised pursuant to the terms of this Option Agreement and the Optionee shall have Participant has paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company shall have has issued the Shares in connection with such exercise. View More Arrow
View Variations (15) Arrow
Manner of Exercise and Payment. (a) Subject to the terms and conditions of this Award Certificate and the Plan, the Option may be exercised through the procedures set forth on the E*TRADE portal or in any other manner determined by the Committee in its sole discretion, all of which shall be in accordance with the procedures, set forth in Section 5(i) of the Plan. (b) The Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until the Optio...n shall have been exercised pursuant to the terms of this Award Certificate and the Participant shall have paid the full exercise price for the number of Shares in respect of which the Option was exercised and made arrangements acceptable to the Company for the payment of all applicable withholding taxes. View More Arrow
Manner of Exercise and Payment. (a) Subject to the terms and conditions of this Award Certificate and the Plan, the Option may be exercised through the procedures set forth on the E*TRADE portal or in any other manner determined by the Committee in its sole discretion, all of which shall be in accordance with the procedures, set forth in Section 5(i) of the Plan. (b) The Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until the Optio...n shall have been exercised pursuant to the terms of this Award Certificate and the Participant shall have paid the full exercise price for the number of Shares in respect of which the Option was exercised and made arrangements acceptable to the Company for the payment of all applicable withholding taxes. -4- 6. Non-Transferability of Option. The Option is non-transferable except to the extent provided in Section 5(k) of the Plan. View More Arrow
View Variation Arrow
Manner of Exercise and Payment. 5.1 Election to Exercise. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by electronic notification to the Company's Plan Administrator, or by telephonic request (each as subject to the Company's Insider Trading Policy). Such notification shall state that you are electing to exercise the Option and the number of Shares in respect of which the Option is being exercised. In the event of your death, such notification shall be in the form prescribed b...y the Company or its Plan Administrator and shall be signed by your legal guardian, executor, administrator or other legal representative. The Company or its Administrator may require proof satisfactory to it as to the right of such person to exercise the Option. 5.2 Deliveries. The notification of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash or by check or, if acceptable to the Plan Administrator, such payment shall follow by check from a registered broker acting as agent on your behalf. However, at the discretion of the Committee, you may pay the exercise price in part or in full by transferring to the Company Shares owned by you for a period of six (6) months (or such lesser period as may be permitted by the Committee) prior to the exercise of the Option. In addition, an Option may be exercised through the Company's Plan Administrator pursuant to its cashless exercise procedures which may be deemed acceptable by the Committee from time to time. Any Shares transferred to the Company in payment of the exercise price under an Option shall be valued at their Fair Market Value on the date of exercise of such Option. 5.3 Issuance of Shares. Upon your election to exercise your options, following receipt of full payment for the Shares underlying the Option, and subject to Section 11, the Company or its Plan Administrator shall take such action as may be necessary under applicable law to affect the issuance to you of the number of Shares so exercised. 5.4 Stockholder Rights. You shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (a) the Option shall have been exercised in accordance with the terms of this Agreement and you shall have paid the full purchase price for the number of Shares in 2 respect of which the Option was exercised, and any withholding taxes due in connection with such exercise, (b) the Company or its Plan Administrator shall have issued the Shares to you, and (c) your name shall have been entered as a shareholder of record on the books of the Company. Upon the occurrence of all of the foregoing events, you shall have full voting and other ownership rights with respect to such Shares. View More Arrow
Manner of Exercise and Payment. 5.1 Election to Exercise. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by electronic notification to the Company's Plan Administrator, or by telephonic request (each as subject to the Company's Insider Trading Policy). Such notification shall state that you are electing to exercise the Option and the number of Shares in respect of which the Option is being exercised. In the event of your death, such notification shall be in the form prescribed b...y the Company or its Plan Administrator and shall be signed by your legal guardian, executor, administrator or other legal representative. The Company or its Administrator may require proof satisfactory to it as to the right of such person to exercise the Option. 5.2 Deliveries. The notification of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash or by check or, if acceptable to the Plan Administrator, such payment shall follow by check from a registered broker acting as agent on your behalf. However, at the discretion of the Committee, you may pay the exercise price in part or in full by transferring to the Company Shares owned by you for a period of six (6) months (or such lesser period as may be permitted by the Committee) prior to the exercise of the Option. In addition, an Option may be exercised through the Company's Plan Administrator pursuant to its cashless exercise procedures which may be deemed acceptable by the Committee from time to time. Any Shares transferred to the Company in payment of the exercise price under an Option shall be valued at their Fair Market Value on the date of exercise of such Option. 5.3 Issuance of Shares. Upon your election to exercise your options, following receipt of full payment for the Shares underlying the Option, and subject to Section 11, the Company or its Plan Administrator shall take such action as may be necessary under applicable law to affect the issuance to you of the number of Shares so exercised. 5.4 Stockholder Rights. You shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (a) the Option shall have been exercised in accordance with the terms of this Agreement and you shall have paid the full purchase price for the number of Shares in 2 respect of which the Option was exercised, and any withholding taxes due in connection with such exercise, (b) the Company or its Plan Administrator shall have issued the Shares to you, and (c) your name shall have been entered as a shareholder of record on the books of the Company. Upon the occurrence of all of the foregoing events, you shall have full voting and other ownership rights with respect to such Shares. 2 6. Termination of Option. Subject to Sections 7 and 8 hereof, each Option shall terminate on the date which is the tenth anniversary of the Grant Date (or if later, the first anniversary of the date of your death if such death occurs prior to such tenth anniversary), unless terminated earlier as follows: 6.1 If your employment is terminated for any reason other than disability, death or for Cause, you may for a period of three (3) months after such termination exercise your Option to the extent, and only to the extent, that the Option or portion thereof was vested and exercisable as of the date of such termination, after which time the Option shall automatically terminate in full. 6.2 If your employment is terminated by reason of Disability, all of the Option shall immediately become vested and exercisable and you may, for a period of twelve (12) months after such termination, exercise your Option, after which time the Option shall automatically terminate in full. 6.3 If your employment is terminated by reason of your death, or if you die within three (3) months after termination as described in Section 6.1 hereof the Option shall immediately become vested and exercisable and the person or persons to whom such rights under the Option shall pass by will, or by the laws of descent or distribution may, for a period of twelve (12) months following your death, exercise the Option, after which time the Option shall terminate in full. 6.4 If your employment is terminated for Cause, the option granted to you hereunder shall immediately terminate in full and no rights thereunder may be exercised. 6.5 Except as expressly provided herein to the contrary, the Option, to the extent not yet vested and exercisable, shall terminate immediately upon the Employee's termination of employment with the Company for any reason. View More Arrow
View Variation Arrow