Manner of Exercising Option Clause Example with 46 Variations from Business Contracts
This page contains Manner of Exercising 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.
Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to the Company (A) a Notice of Exercise, in substantially the form attached hereto as Exhibit I, that specifies the number of Option Shares for which the option is being exercised and (B) any additional documents which the Committee may, i...n its discretion, deem advisable. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check payable to the Company's order; (B) shares of Common Stock held by Optionee for the requisite period necessary to avoid a charge to the Company's reported earnings and valued at Fair Market Value on the Exercise Date; or (C) through a special sale and remittance procedure pursuant to which Optionee is to provide irrevocable written instructions (1) to a brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, an amount sufficient to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal and state income and employment taxes required to be withheld by the Company by reason of such purchase and (2) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. (iii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as soon as practical after the Exercise Date, the Company shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto, or (ii) instruct the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) In no event may this option be exercised for any fractional shares.View More
Variations of a "Manner of Exercising Option" Clause from Business Contracts
Manner of Exercising Option. (a) In order To exercise an Option, the Option Holder shall deliver written notice to exercise this option with respect to all or any part the Company specifying the number of the Option Shares for which this option the Option is exercised. The purchase of such Option Shares shall take place at the principal offices of the Company within thirty (30) days following delivery of such notice, at which time exercisable, Optionee the Option Price of the Shares shall be paid in full by one or any combi...nation of the methods set forth below and the other conditions to exercise set forth in Section 8(b) shall be satisfied or otherwise waived by the Company. (b) To exercise the Option, Option Holder (or any other person or persons exercising the option) must take the following actions: Option) must: 4 (i) Execute and deliver to the Company (A) a Notice of Exercise, in substantially the form attached hereto as Exhibit I, that specifies the number of Option Shares for which the option is being exercised and (B) any additional documents which the Committee may, in its discretion, deem advisable. Purchase Agreement. (ii) Pay the aggregate Exercise Option Price for the purchased shares Option Shares in one or more of the following forms: forms (or by any other method approved by the Committee upon the request of the Option Holder): (A) cash in cash; (B) by certified check, cashier's check or other check acceptable to the Company, payable to the Company's order; (B) shares order of Common Stock the Company; (C) if expressly permitted by a resolution of the Committee applicable to this Option at the time of exercise (whether such resolution is applicable solely to this Option or is generally applicable to some or all Options outstanding under the Plan), to the extent such Option Price is in excess of the par value of those Shares, by delivering a full-recourse promissory note bearing interest at a market rate and secured by those Option Shares, and the payment schedule in effect for any such promissory note shall be established by the Committee in its sole discretion; or (D) if expressly permitted by a resolution of the Committee applicable to this Option at the time of exercise (whether such resolution is applicable solely to this Option or is generally applicable to some or all Options outstanding under the Plan), by delivery to the Company of certificates representing the number of Shares then owned by the Option Holder, the Fair Market Value of which equals the purchase price of the Shares purchased pursuant to the Option, properly endorsed for transfer to the Company; provided however, that the Option may not be exercised by delivery to the Company of certificates representing Shares, unless such Shares have been held by Optionee the Option Holder for more than six (6) months (or such other period of time as the requisite period Committee determines is necessary to avoid a charge adverse financial accounting treatment to the Company's reported earnings and valued at Company). For purposes of this Plan, the Fair Market Value on of any Shares delivered in payment of the purchase price upon exercise of the Option shall be the Fair Market Value as of the Exercise Date; or (C) through a special sale and remittance procedure pursuant to which Optionee is to provide irrevocable written instructions (1) to a brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, an amount sufficient to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal and state income and employment taxes required to be withheld by the Company by reason of such purchase and (2) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. Date. (iii) Furnish to the Company appropriate documentation that the person or persons exercising the option Option (if other than Optionee) Option Holder) have the right to exercise this option. the Option. (iv) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of applicable securities laws. (v) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local applicable income and employment tax withholding requirements applicable to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as As soon as practical after the Exercise Date, a properly executed certificate or certificates representing the purchased Option Shares shall be delivered to or at the direction of the Option Holder. If Options on less than all Option Shares evidenced by this Agreement are exercised, the Company shall either (i) issue to or deliver a new stock option agreement evidencing 5 the Option on behalf the remaining Option Shares upon delivery of Optionee (or any other person or persons exercising this option) a certificate Agreement for the purchased Option Shares, with the appropriate legends affixed thereto, or (ii) instruct the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) being exercised. (d) In no event may this option the Option be exercised for any fractional shares. View More
Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to the Company (A) Corporation a Notice of Exercise, in substantially Exercise as to the form attached hereto as Exhibit I, that specifies the number of Option Shares for which the option is being exercised and (B) any additional documents... which or comply with such other procedures as the Committee may, in its discretion, deem advisable. Corporation may establish for notifying the Corporation, either directly or through an on-line internet transaction with a brokerage firm authorized by the Corporation to effect such option exercises, of the exercise of this option for one or more Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Company's order; Corporation; or (B) shares of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership in a manner reasonably satisfactory to the Corporation) held by Optionee for the requisite period (if any) necessary to avoid a any resulting charge to the Company's reported Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (C) through a special sale and remittance procedure pursuant to which Optionee is to (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (1) (i) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation's pre-clearance/pre-notification policies) to effect the immediate sale of all or a sufficient portion of the purchased shares and so that such brokerage firm can remit to the Company, out of the sale proceeds available Corporation, on the settlement date, an amount sufficient funds out of the resulting sale proceeds to cover the aggregate Exercise Price payable for all the purchased shares plus all applicable Federal Withholding Taxes and state income and employment taxes required to be withheld by the Company by reason of such purchase and (2) (ii) to the Company Corporation to deliver the certificates for the 4 purchased shares directly to such brokerage firm in order on such settlement date, but only to complete the extent such a program has been implemented by the Corporation. Except to the extent the sale transaction. and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state applicable Withholding Taxes. (v) Execute and local income and employment tax withholding requirements applicable deliver to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted Corporation such further instruments (including a stock surrendered shall be subject to the same restrictions purchase agreement) as the restricted stock that was surrendered. (c) Except Company determines to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as be reasonably necessary or appropriate. (b) As soon as practical after the Exercise Date, the Company Corporation shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, Shares (either in paper or electronic form), with the appropriate legends affixed thereto, or (ii) instruct the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) thereto. (c) In no event may this option be exercised for any fractional shares. View More
Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to the Company (A) Corporation a Notice of Exercise, in substantially Exercise as to the form attached hereto as Exhibit I, that specifies the number of Option Shares for which the option is being exercised and (B) any additional documents... which or comply with such other procedures as the Committee may, in its discretion, deem advisable. Corporation may establish for notifying the Corporation, either directly or through an on-line internet transaction with a brokerage firm authorized by the Corporation to effect such option exercises, of the exercise of this option for one or more Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Company's order; Corporation; or (B) shares of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership in a manner reasonably satisfactory to the Corporation) held by Optionee for the requisite period (if any) necessary to avoid a any resulting charge to the Company's reported Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (C) through a special sale and remittance procedure pursuant to which Optionee is to (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (1) (i) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation's pre-clearance/pre-notification policies) to effect the immediate sale of all or a sufficient portion of the purchased shares and so that such brokerage firm can remit to the Company, out of the sale proceeds available Corporation, on the settlement date, an amount sufficient funds out of the 6 resulting sale proceeds to cover the aggregate Exercise Price payable for all the purchased shares plus all applicable Federal Withholding Taxes and state income and employment taxes required to be withheld by the Company by reason of such purchase and (2) (ii) to the Company Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order on such settlement date, but only to complete the extent such a program has been implemented by the Corporation. Except to the extent the sale transaction. and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state applicable Withholding Taxes. (v) Execute and local income and employment tax withholding requirements applicable deliver to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted Corporation such further instruments (including a stock surrendered shall be subject to the same restrictions purchase agreement) as the restricted stock that was surrendered. (c) Except Company determines to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as be reasonably necessary or appropriate. (b) As soon as practical after the Exercise Date, the Company Corporation shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, Shares (either in paper or electronic form), with the appropriate legends affixed thereto, or (ii) instruct the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) thereto. (c) In no event may this option be exercised for any fractional shares. View More
Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to the Company (A) a Notice of Exercise, in substantially Exercise for the form attached hereto as Exhibit I, that specifies the number of Option Shares for which the option is being exercised exercised; and (B) any additional documents wh...ich the Committee may, in its discretion, deem advisable. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Company's order; Company; (B) a promissory note payable to the Company, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14; or (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Company's reported earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (C) through a special sale and remittance procedure pursuant to which Optionee is to provide irrevocable written instructions (1) to a brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, an amount sufficient to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal and state income and employment taxes required to be withheld by the Company by reason of such purchase and (2) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. (iii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as soon as practical after the Exercise Date, the Company shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto, or (ii) instruct the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) In no event may this option be exercised for any fractional shares. Date. View More
Manner of Exercising Option. (a) In order to exercise this option Option with respect to all or any part of the Option Shares for which this option Option is at the time exercisable, Optionee (or any other person or persons exercising the option) Option) must take the following actions: (i) Execute and deliver to the Company (A) a Notice of Exercise, in substantially the form attached hereto as Exhibit I, that specifies the number of Option Shares for which the option is being exercised and (B) any additional documents whic...h the Committee may, in its discretion, deem advisable. (ii) Pay the aggregate Exercise Price for the purchased shares Shares in one or more of the following forms: (A) cash or check which, in the Company's sole discretion, shall be made payable to a Company-designated brokerage firm or the Company's order; Company; and (B) shares of Common Stock held as permitted by Optionee for the requisite period necessary to avoid a charge to the Company's reported earnings and valued at Fair Market Value on the Exercise Date; or (C) applicable law, through a special sale and remittance procedure pursuant to which Optionee is to (or any other person or persons exercising the Option) shall concurrently provide irrevocable written instructions (1) (I) to a Company-designated brokerage firm (or in the case of an executive officer or Board member of the Company, an Optionee-designated brokerage firm) to effect the immediate sale of the purchased shares Shares and remit to the Company, out of the sale proceeds available on the settlement date, an amount sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all Shares plus, if applicable, the amount necessary to satisfy the Company's (or a Parent's, Subsidiary's or Affiliate's) withholding obligations (including income tax, social taxes or insurance contributions, payroll tax, payment on account or other tax items related to Optionee's participation in the Plan and legally applicable Federal to Optionee ("Tax-Related Items")) and state income and employment taxes required to be withheld by the Company by reason of such purchase and (2) (II) to the Company to deliver the certificates for the purchased shares Shares directly to such brokerage firm in order to complete the sale transaction. (iii) (ii) Furnish to the Company appropriate documentation that the person or persons exercising the option Option (if other than Optionee) have the right to exercise this option. (iv) Option. (iii) Make appropriate arrangements with the Company (or Parent a Parent, Subsidiary or Subsidiary Affiliate employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements or other obligations related to Tax-Related Items applicable to the option exercise. (b) If payment of the Option grant, vesting, exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent or the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, Shares, as applicable. (b) As soon as practical after the Exercise Date, exercise date, the Company shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for Option) the purchased Option Shares, with (as evidenced by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company), subject to the appropriate legends affixed thereto, or (ii) instruct the Company's and/or stop transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) instructions. (c) In no event may this option Option be exercised for any fractional shares. Shares. (d) Notwithstanding any other provisions of the Plan, this Agreement or any other agreement to the contrary, if at the time this Option is exercised, Optionee is indebted to the Company (or any Parent, Subsidiary or Affiliate) for any reason, the following actions shall be taken, as deemed appropriate by the Committee: (i) any Shares to be issued upon such exercise shall automatically be pledged against Optionee's outstanding indebtedness; and (ii) if this Option is exercised in accordance with subparagraph 9(a)(i)(B) above, the after tax proceeds of the sale of Optionee's Shares shall automatically be applied to the outstanding balance of Optionee's indebtedness. View More
Manner of Exercising Option. (a) In 4 (a)In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) Execute (i)Execute and deliver to the Company (A) Corporation a Notice of Exercise, in substantially Exercise for the form attached hereto as Exhibit I, that specifies the number of Option Shares for which the option is being exercised and (B) any add...itional documents which or comply with such other procedures as the Committee may, in its discretion, deem advisable. (ii) Pay Corporation may establish for notifying the Corporation of the exercise of this option for one or more Option Shares. (ii)Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash (A)cash or check made payable to the Company's order; (B) shares Corporation; (B)shares of Common Stock valued at Fair Market Value on the Exercise Date and held by Optionee (or any other person or persons exercising the option) for the requisite any required period necessary to avoid a charge to the Company's reported Corporation's earnings and valued at Fair Market Value on the Exercise Date; for financial reporting purposes; or (C) through (C)through a special sale and remittance procedure pursuant to which Optionee is to (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (1) (i) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation's pre-clearance/pre-notification policies) to effect the immediate sale of the purchased shares and remit to the Company, Corporation, out of the sale proceeds available on the settlement date, an amount sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal and state income and employment taxes required to be withheld by the Company Corporation by reason of such purchase exercise and (2) (ii) to the Company Corporation to deliver the certificates (which may be in electronic form) for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale transaction. (iii) Furnish sale. Except to the Company extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in connection with the option exercise. (iii)Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make (iv)Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local applicable income and employment tax withholding requirements applicable to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as (b)As soon as practical after the Exercise Date, the Company Corporation shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate (which may be in electronic form) for the purchased Option Shares, with the appropriate legends affixed thereto, or (ii) instruct the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) In thereto. (c)In no event may this option be exercised for any fractional shares. 5 10.Compliance with Laws and Regulations. (a)The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Common Stock may be listed for trading at the time of such exercise and issuance. (b)The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation, however, shall use commercially reasonable efforts to obtain all such approvals. View More
Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to the Company (A) Corporation a Notice of Exercise, in substantially Exercise as to the form attached hereto as Exhibit I, that specifies the number of Option Shares for which the option is being exercised and (B) any additional documents... which or comply with such other procedures as the Committee may, in its discretion, deem advisable. Corporation may establish for notifying the Corporation, either directly or through an on-line internet transaction with a brokerage firm authorized by the Corporation to effect such option exercises, of the exercise of this option for one or more Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: 8 (A) cash or check made payable to the Company's order; Corporation; or (B) shares of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership in a manner reasonably satisfactory to the Corporation) held by Optionee for the requisite period (if any) necessary to avoid a any resulting charge to the Company's reported Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (C) through a special sale and remittance procedure pursuant to which Optionee is to (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (1) (i) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation's pre-clearance/pre-notification policies) to effect the immediate sale of all or a sufficient portion of the purchased shares and so that such brokerage firm can remit to the Company, out of the sale proceeds available Corporation, on the settlement date, an amount sufficient funds out of the resulting sale proceeds to cover the aggregate Exercise Price payable for all the purchased shares plus all applicable Federal Withholding Taxes and state income and employment taxes required to be withheld by the Company by reason of such purchase and (2) (ii) to the Company Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order on such settlement date. Except to complete the extent the sale transaction. and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. Withholding Taxes. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as As soon as practical after the Exercise Date, the Company Corporation shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, Shares (either in paper or electronic form), with the appropriate legends affixed thereto, or (ii) instruct the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) thereto. (c) In no event may this option be exercised for any fractional shares. View More
Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to the Company (A) Corporation a Notice of Exercise, in substantially Exercise as to the form attached hereto as Exhibit I, that specifies the number of Option Shares for which the option is being exercised and (B) any additional documents... which or comply with such other procedures as the Committee may, in its discretion, deem advisable. Corporation may establish for notifying the Corporation, either directly or through an on-line internet transaction with a brokerage firm authorized by the Corporation to effect such option exercises, of the exercise of this option for one or more Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Company's order; Corporation; or (B) shares of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership in a manner reasonably satisfactory to the Corporation) held by Optionee for the requisite period (if any) necessary to avoid a any resulting charge to the Company's reported 7 Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (C) through a special sale and remittance procedure pursuant to which Optionee is to (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (1) (i) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation's pre-clearance/pre-notification policies) to effect the immediate sale of all or a sufficient portion of the purchased shares and so that such brokerage firm can remit to the Company, out of the sale proceeds available Corporation, on the settlement date, an amount sufficient funds out of the resulting sale proceeds to cover the aggregate Exercise Price payable for all the purchased shares plus all applicable Federal Withholding Taxes and state income and employment taxes required to be withheld by the Company by reason of such purchase and (2) (ii) to the Company Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order on such settlement date. Except to complete the extent the sale transaction. and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. Withholding Taxes. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as As soon as practical after the Exercise Date, the Company Corporation shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, Shares (either in paper or electronic form), with the appropriate legends affixed thereto, or (ii) instruct the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) thereto. (c) In no event may this option be exercised for any fractional shares. View More
Manner of Exercising Option. (a) In order To exercise an Option, the Option Holder shall deliver written notice to exercise this option with respect to all or any part the Company specifying the number of the Option Shares for which this option the Option is exercised. The purchase of such Option Shares shall be effective at the time exercisable, Optionee the Option Price of the Shares shall be paid in full by one or any combination of the methods set forth below and the other conditions to exercise set forth in Section 8(b...) shall be satisfied or otherwise waived by the Company. (b) To exercise the Option, Option Holder (or any other person or persons exercising the option) must take the following actions: Option) must: (i) Execute and deliver to the Company (A) a Notice of Exercise, in substantially the form attached hereto as Exhibit I, that specifies the number of Option Shares for which the option is being exercised and (B) any additional documents which the Committee may, in its discretion, deem advisable. (ii) Pay the aggregate Exercise Option Price for the purchased shares Option Shares in one or more of the following forms: forms (or by any other method approved by the Committee upon the request of the Option Holder): (A) cash in cash; or 4 (B) by certified check, cashier's check or other check acceptable to the Company, payable to the Company's order; (B) shares order of Common Stock the Company; or (C) if permitted by the Committee at the time of exercise, by delivery to the Company of certificates representing the number of Shares then owned by the Option Holder, the Fair Market Value of which equals the purchase price of the Shares purchased pursuant to the Option, properly endorsed for transfer to the Company; provided however, that the Option may not be exercised by delivery to the Company of certificates representing Shares, unless such Shares have been held by Optionee the Option Holder for more than six (6) months (or such other period of time as the requisite period Committee determines is necessary to avoid a charge adverse financial accounting treatment to the Company's reported earnings and valued at Company). For purposes of this Plan, the Fair Market Value on of any Shares delivered in payment of the purchase price upon exercise of the Option shall be the Fair Market Value as of the Exercise Date; or (C) (D) through cashless form of exercise by delivery (on a special sale and remittance procedure pursuant to which Optionee is to provide form prescribed by the Company) of an irrevocable written instructions (1) direction to a brokerage firm to effect the immediate sale of the purchased shares and remit licensed securities broker acceptable to the Company, out Company to sell Shares and deliver all or part of the sale proceeds available on the settlement date, an amount sufficient to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal and state income and employment taxes required to be withheld by the Company by reason of such purchase and (2) to the Company in payment of the purchase price of Shares purchased pursuant to deliver the certificates Option and any withholding taxes; or (E) if permitted by the Committee at the time of exercise, through a net exercise by reduction in the number of Shares otherwise deliverable upon exercise of such Option, such number of Shares having an aggregate Fair Market Value as of the Exercise Date equal to the aggregate Option Price for the purchased shares directly to such brokerage firm in order to complete the sale transaction. (iii) Shares being exercised. (ii) Furnish to the Company appropriate documentation that the person or persons exercising the option Option (if other than Optionee) Option Holder) have the right to exercise this option. the Option. (iii) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of applicable securities laws. (iv) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local applicable income and employment tax withholding requirements applicable to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as As soon as practical after the Exercise Date, the Company shall either (i) issue to a properly executed certificate or on behalf of Optionee (or any other person or persons exercising this option) a certificate for certificates representing the purchased Option Shares, with Shares shall be delivered to or at the appropriate legends affixed thereto, or (ii) instruct direction of the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) Option Holder. Alternatively, such shares may be issued and held in book entry form. (d) In no event may this option the Option be exercised for any fractional shares. View More
Manner of Exercising Option. (a) In order to To exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to the Company (A) Corporation a Notice of Exercise, in substantially Exercise for the form attached hereto as Exhibit I, that specifies the number of Option Shares for which the option is being exercised and (B) any additional document...s which or comply with such other procedures as the Committee may, Corporation may establish for notifying the Corporation of the exercise of this option for one or more Option Shares, except as provided in its discretion, deem advisable. Section 10(a)(ii)(D). (ii) Pay the aggregate Exercise Price (and, with respect to subsection (D) below, any applicable withholding taxes) for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Company's order; Corporation; (B) shares of Common Stock valued at Fair Market Value on the Exercise Date and held by Optionee (or any other person or persons exercising the option) for the any requisite period necessary to avoid a charge to the Company's reported Corporation's earnings and valued at Fair Market Value on the Exercise Date; or for financial reporting purposes; (C) through a special sale and remittance procedure pursuant to which Optionee is to (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (1) (I) to a Corporation-designated brokerage firm firm(1) to effect the immediate sale of the purchased shares and remit to the Company, Corporation, out of the sale proceeds available on the settlement date, an amount sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal Federal, state and state local income and employment taxes required to be withheld by the Company Corporation by reason of such purchase exercise, and (2) (II) to the Company Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order on the settlement date to complete the sale transaction. sale; or (D) if Optionee ceases Service for any reason other than death, Permanent Disability or Misconduct, and the entire exercise period applicable to this option remaining after such cessation of Service falls within a market blackout period which the Corporation may impose from time to time, through an automatic exercise of this option and share withholding procedure, pursuant to which any portion of this option which has not been exercised previously shall be automatically exercised on the last business day of such exercise period and the Corporation shall automatically Revised 2014.01.06 withhold on such day a number of Shares subject to this option having a Fair Market Value (measured as of the exercise date) equal to (i) the aggregate exercise price of the shares of Common Stock with respect to which this option is being exercised and (ii) the amount necessary to satisfy any applicable withholding taxes; provided, that that subject to Section 9(c) below, such automatic exercise shall only occur if the Fair Market Value per share on the last business day of the exercise period of this option is equal to or greater than 101% of the exercise price per share of this option and, provided, further, that the Plan Administrator shall have the discretionary authority to revoke or amend this Section 10(a)(ii)(D) at any time without the consent of Optionee. Except to the extent the procedure set forth in either Section 10(a)(ii)(C) or Section 10(a)(ii)(D) is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make Subject to Section 9(a)(ii)(D) above, if applicable, make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as As soon as practical after the Exercise Date, the Company Corporation shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto, or (ii) instruct the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) thereto. (c) In no event may this option be exercised for any fractional shares. View More
