Manner of Exercise Clause Example from Business Contracts

Manner of Exercise. 4.1 Stock Option Exercise Agreement. To exercise this Option, Participant (or in the case of exercise after Participant's death or incapacity, Participant's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed global stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee from time to time (the "Exercise Agreement"), which shall set forth, inter alia, (i) Participant's ele...ction to exercise the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant's investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were Participant. 4.2 Limitations on Exercise. Notwithstanding any provision of the Plan to the contrary and unless otherwise determined by the Committee, this Option may be exercised only following the registration of the Company's Common Stock under Section 12(g) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Option may not be exercised as to fewer than one hundred (100) Shares unless it is exercised as to all Shares as to which the Option is then exercisable. 4.3 Payment. In order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time exercisable, Participant must pay the Exercise Price for the purchased shares plus all applicable Tax-Related Items (as defined in Section 9 below) withholding: (a) through a "same day sale" commitment from Participant and a broker-dealer that is a member of the Financial Industry Regulatory Authority Dealers (an "FINRA Dealer") whereby Participant irrevocably elects to exercise the Option and sell all of the Shares so purchased to pay for the total Exercise Price plus all applicable Tax-Related Items withholding and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price plus all applicable Tax-Related Items withholding directly to the Company or the Subsidiary or Parent employing Participant; or (b) any other form of consideration approved by the Committee. 4.4 Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue any Shares issuable to Participant, Participant's authorized assignee, or Participant's legal representative, and shall deliver certificates representing the Shares with the appropriate legends affixed thereto. View More