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 this option with respect to all or any part of the Option Shares for which this option is at Shares, the time exercisable, Optionee Participant (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 or comply with such procedures as the form attached hereto as Exhibit I, that specifies Corporation may establish for notifying the number Corporatio...n of the exercise of the option, for the Option Shares for which the option is being exercised and (B) any additional documents which the Committee may, in its discretion, deem advisable. exercised. (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; (B) in 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; Date and held for the period (if any) necessary to avoid a charge to the Corporation's earnings for financial reporting purposes; or (C) through a special sale and remittance procedure pursuant to which Optionee is to the Participant shall concurrently provide irrevocable written instructions (1) (A) to a brokerage firm (with such brokerage firm reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with the Corporation's pre-clearance or 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) (B) to the Company Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on the settlement date in order to complete the sale. 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 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) the Participant) have the right to exercise this option. (iv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) the Participant) for the satisfaction of all Federal, state and local income and employment applicable 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 (v) As soon as practical after the Exercise Date, the Company Corporation shall either (i) issue to or on behalf of Optionee the Participant (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. 4 (b) 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 Shares, the time exercisable, Optionee Participant (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to the Company (A) Corporation a Stock Purchase Agreement for any option exercised on or before May 11, 2019, or after that date, a Notice of Exercise, in substantially or comply with such procedures as the form attache...d hereto as Exhibit I, that specifies Corporation may establish from time to time for notifying the number Corporation of the exercise of the option, for the Option Shares for which the option is being exercised and (B) any additional documents which the Committee may, in its discretion, deem advisable. exercised. (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; (B) in 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; Date and held for the period (if any) necessary to avoid a charge to the Corporation's earnings for financial reporting purposes; or (C) through a special sale and remittance procedure pursuant to which Optionee is to the Participant shall concurrently provide irrevocable written instructions (1) (I) to a brokerage firm (with such brokerage firm reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with the Corporation's pre-clearance or 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 4 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 for the purchased shares directly to such brokerage firm on the settlement date in order to complete the sale. 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 Stock Purchase Agreement or 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) the Participant) have the right to exercise this option. (iv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) the Participant) for the satisfaction of all Federal, state and local income and employment applicable 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 (v) As soon as practical after the Exercise Date, the Company Corporation shall either (i) issue to or on behalf of Optionee the Participant (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. (b) 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 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 applicable Federal Shares plus, if applicable, the amount necessary to satisfy any Tax-Related Items (as defined in Paragraph 10 of this Agreement) 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 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) Corporation a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise, in substantially ...the form Exercise 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. Appendix A. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash Cash or check made payable to the Company's order; Corporation; or (B) shares A promissory note payable to the Corporation, but only to the extent authorized by the Corporation. Should the Shares be registered under Section 12 of Common Stock the 1934 Act at the time the Option is exercised, then the Exercise Price may also be paid as follows: (C) In Shares 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 Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (C) (D) To the extent the Option is exercised for vested Shares, 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) (a) to a Corporation-approved brokerage firm 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) (b) to the Company Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. sale. (iii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the option Option (if other than Optionee) have the right to exercise this option. Option. (iv) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of Federal and State securities laws. (v) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state 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 Option exercise, if any. 2 (vi) Execute and deliver to the number of shares of restricted stock surrendered shall be subject to the same restrictions Corporation a written statement as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified provided for 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 11 hereof. (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) 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. (d) This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime. View More
Manner of Exercising Option. (a) In (h)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 (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 Option is bein...g exercised and (B) any additional documents which the Committee may, in its discretion, deem advisable. (ii) Pay exercised. (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) Corporation (includes cash paid from Optionee's brokerage pursuant to a presale of shares in a so-called "cashless" exercise); (B)subject to the consent of the Plan Administrator, 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 Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; (C)shares of Common Stock issuable upon the exercise of the Option having a Fair Market Value on the Exercise Date equal to the aggregate exercise price of the Option Shares with respect to which the Option or (C) through portion thereof is being exercised; or (D)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 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 for the purchased shares directly to such brokerage firm 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 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 Option (if other than Optionee) have the right to exercise this option. (iv) Make 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 applicable income and employment tax withholding requirements applicable to the option exercise. (b) If payment Option exercise, which amounts may be paid in on or more of the exercise price is made by means forms of consideration permitted under clause (ii) above, subject to Article Six, Section I of the surrender Plan and any required consent of the Plan Administrator under clause (ii) above. To the extent any employment tax withholding will be satisfied by Optionee pursuant to clause (B) or (C) under clause (ii) above, the shares to be surrendered to the Corporation or withheld from the shares of Common Stock which are subject otherwise issuable upon the exercise shall be limited to certain restrictions, those shares with a Fair Market Value not exceeding the number amount necessary to satisfy the tax withholding obligation of shares of Common Stock issued upon the Corporation with respect to 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 Option based on the Exercise Date, as minimum applicable statutory withholding rates. (i)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) 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 thereto. (j)In no event may this option Option be exercised for any fractional shares. shares.A-3 | 9.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 (including The Nasdaq Stock Market, if applicable) 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 its best 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 Deliver to the Company (A) Corporation a Notice notice of Exercise, exercise in substantially the manner and form attached hereto specified by the Corporation from time to time (or comply with such other procedures as Exhibit I, that speci...fies the number Corporation may establish for notifying the Corporation of the option exercise) (the "Exercise Notice"), for the Option Shares for which the option is being exercised and (B) any additional documents which the Committee may, in its discretion, deem advisable. exercised. (ii) Pay the aggregate Exercise Price for the purchased shares Purchased Shares in one or more of the following forms: (A) cash or check made payable to the Company's order; Corporation; or (B) in 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; Date and held by Optionee (or any other person or persons exercising the option) for the period (if any) necessary to avoid a charge to the Corporation's earnings for financial reporting purposes; 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) (a) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with any applicable pre-clearance or pre-notification requirements) to effect the immediate sale of the purchased shares 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 4 Price payable for the purchased shares 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) (b) to the Company Corporation to deliver the certificates for the purchased shares Purchased Shares (in certificate or book entry form) directly to such brokerage firm on such settlement date in order to complete the sale. 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 Exercise Notice 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) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of applicable securities laws. (v) 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 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
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 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 documents w...hich or comply with such other procedures as the Committee may, in its discretion, deem advisable. 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 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 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 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. 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 and local applicable income and employment tax withholding requirements applicable to the option exercise. 7 (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 (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) 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 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 documents w...hich or comply with such other procedures as the Committee may, in its discretion, deem advisable. 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 or check made payable to the Company's order; Corporation, (B) 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 Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; Date, (C) shares of Common Stock otherwise issuable under the option but withheld by the Corporation in satisfaction of the exercise price, with such withheld shares to be valued at Fair Market Value on the Exercise Date, or (C) (D) to the extent the option is exercised for vested Option Shares, 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 for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale transaction. sale. (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 (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 Exercise Price must accompany the Notice of Exercise. (d) Assuming Optionee does not sell Exercise (or the purchased shares of Common Stock on Purchase Agreement) delivered to the Exercise Date, as Corporation in connection with the option exercise. (c) As soon as practical after the Exercise Date, Date as practical, 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 thereto. To the Company's transfer agent to make a book-entry reflecting extent any such Option Shares are unvested, the purchase on its stockholder ledger. (e) certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) 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 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 documents w...hich or comply with such other procedures as the Committee may, in its discretion, deem advisable. 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 or check made payable to the Company's order; Corporation; (B) shares of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership) 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 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 3 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 for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale; and (D) If this option is a Non-Statutory Option, subject to the consent of the Corporation at the Exercise Date, by a "net exercise" arrangement pursuant to which the Corporation will reduce the number of shares of Common Stock issued upon exercise of the option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. Optionee must pay any remaining balance of the aggregate exercise price not satisfied by the "net exercise" in cash or other permitted form of payment. Shares of Common Stock will no longer be outstanding under the option and will not be exercisable thereafter if those shares (i) are used to pay the exercise price pursuant to the "net exercise," (ii) are delivered to Optionee as a result of such exercise, and (iii) are withheld to satisfy Optionee's tax withholding obligations. 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 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 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
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 Purchase Agreement 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 d...ocuments which the Committee may, in its discretion, deem advisable. exercised. 4 (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) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in 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; Date and held by Optionee (or any other person or (C) persons exercising the option) for the period (if any) necessary to avoid a charge to the Corporation's earnings for financial reporting purposes; or (D) 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) (a) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with any applicable pre-clearance or pre-notification requirements) 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) (b) to the Company Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. 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 Purchase Agreement 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) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of applicable securities laws. (v) 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 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. 5 10. RIGHTS OF FIRST REFUSAL. ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF FIRST REFUSAL IN FAVOR OF THE CORPORATION AND ITS ASSIGNS, AS SPECIFIED IN THE PURCHASE AGREEMENT. View More
