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.
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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 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 procedure as the
form attached hereto as Exhibit I..., that specifies Corporation may establish from time to time for notifying the number Corporation of the exercise of this 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; 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 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 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) 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. 4 (c) In no event may this option be exercised for any fractional shares.
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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 (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 which exercised, or comply with such other procedures as the Committee may, in its discretion, deem advisable. (ii) Pay Corporation may establish from time to time. (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; 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:(B)in 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 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) through (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 (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. (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 (if other than Optionee) have the right to exercise this option. (iv) Make (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 Affiliate 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.
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Manner of Exercising Option. (a) In order to exercise
this option with respect to the Option for all or any part of the
Option Shares for which
this option the Option is at the time exercisable,
Optionee or, in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or legatee, as the case may be, must take the following actions: (i) The Secretary of the Company shall be provided with written notice of the Option exercise (the "Exercise Notice") in substantially the form of Exhibit I attached h...ereto, in which there is specified the number of Shares to be purchased under the exercised Option. (ii) The Exercise Price A and/or Exercise Price B, as applicable, for the purchased Shares shall be paid in one or more of the following alternative forms: • cash or check made payable to the Company's order; or • shares of Common Stock held by 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, 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 payable to the Company's order; (B) shares of Common Stock held by Optionee 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) • if established by the Company and permitted under applicable law, through a special sale "same day sale" commitment from Optionee and remittance procedure pursuant a broker-dealer selected by the Company whereby the Optionee irrevocably elects to which Optionee is exercise the Option and to provide irrevocable written instructions (1) to sell a brokerage firm to effect the immediate sale portion of the shares so purchased sufficient to pay for the total exercise price and whereby the broker-dealer irrevocably commits upon receipt of such shares and remit to forward the total exercise price directly to the Company, out of Company plus 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 Federal, state and state local income and employment taxes required to be withheld by the Company by reason of such purchase and (2) exercise. (iii) Appropriate documentation evidencing the right to exercise the Option shall be furnished 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 if the person or persons exercising the option (if Option is other than Optionee) have the right to exercise this option. Optionee. (iv) Make appropriate arrangements Appropriate arrangement must be made 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 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) above is utilized in connection with the option exercise, exercise of the Option, payment of the option price Exercise Price A and/or Exercise Price B, as applicable, for the purchased shares Shares must accompany the Exercise Notice of Exercise. (d) Assuming Optionee does not sell delivered to the purchased shares of Common Stock on Company in connection with the Exercise Date, as Option exercise. (c) As soon as practical practicable after the Exercise Date, the Company shall either (i) enter the purchased shares in book-entry form. Upon the Optionee's request, the Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) the Option) a certificate for or certificates representing 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) Shares. (d) In no event may this option the Option be exercised for any fractional shares. Shares.
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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 permitted to exercise 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 an...d (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; 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 Exchange Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock (1) held by Optionee (or any other person or persons permitted to exercise the option) for the requisite period necessary to avoid a charge to the Company's reported Corporation's earnings for financial reporting purposes and (2) 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 (or any other person or persons permitted to exercise the 3 option) shall concurrently provide irrevocable written instructions (1) to a Corporation-designated 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) to the Company Corporation to deliver the certificates for the purchased shares directly to such brokerage firm 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. 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 requirements of applicable securities laws; and (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 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 permitted to exercise 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.
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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 4 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; (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) 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. 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) 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 5 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.
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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; (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) 4 (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 (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. 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) 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.
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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 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 (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 portion thereof is being exercised (provided that, to the extent the option is an Incentive Option, Optionee's election to pay the aggregate Exercise Price or applicable tax withholding pursuant to this clause (C) shall be subject to the consent of the Plan Administrator); 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. 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) 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 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 Company 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 optionbased on the Exercise Date, as minimum applicable statutory withholding rates. (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, 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.
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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. (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) 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) (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.
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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 permitted to exercise 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 an...d (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; 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 Exchange Act at the time the option is exercised, then the Exercise Price may also be paid as follows: 3 (C) in shares of Common Stock (1) held by Optionee (or any other person or persons permitted to exercise the option) for the requisite period necessary to avoid a charge to the Company's reported Corporation's earnings for financial reporting purposes and (2) 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 (or any other person or persons permitted to exercise the option) shall concurrently provide irrevocable written instructions (1) 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) to the Company Corporation to deliver the certificates for the purchased shares directly to such brokerage firm 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. 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 requirements of applicable securities laws; and (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 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 permitted to exercise 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.
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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 Participant (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 and (B) any additional documents w...hich the Committee may, in its discretion, deem advisable. exercised. (ii) Pay the aggregate Exercise Option Price for the purchased shares Shares in one or more of the following forms: (A) cash or check made payable to the Company's order; Company; (B) shares of Common Stock Shares held by Optionee Participant (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) provided that no restrictions against trading in the Shares are then in effect, as contemplated by Paragraph 11, (I) through a "net exercise" arrangement to the extent permitted by applicable law, or (II) through a special sale and remittance procedure pursuant to which Optionee is to Participant (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (1) (x) to a Company-approved 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 Option Price payable for the purchased shares plus all applicable Federal Shares, and state income and employment taxes required to be withheld by the Company by reason of such purchase and (2) (y) to the Company to deliver the certificates for or other evidence of the purchased shares Shares directly to such brokerage firm in order to complete the sale. Except to the extent the net exercise or the sale transaction. and remittance procedure is utilized in connection with the option exercise, payment of the Option Price must accompany the Notice of Exercise delivered to the Company in connection with the option exercise. (iii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Optionee) Participant) 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 As soon as practical after the Exercise Date, the Company shall either (i) issue deliver to or on behalf of Optionee Participant (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto, thereto or (ii) instruct shall effect book-entry registration in the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) Participant's (or such other person's) name. (c) In no event may this option be exercised for any fractional shares.
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