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
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 A-2 (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13. (C) 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; 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) (a) 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 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. 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 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, federal, state and local income and employment tax withholding requirements applicable to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as As soon as practical after the Exercise Date, the Company Corporation shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto, or (ii) instruct the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) thereto. (c) In no event may this option be exercised for any fractional shares.
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Manner of Exercising Option.
(a) 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) i. Execute and deliver to the
Company (A) a Notice of Exercise, in substantially Corporation the
form attached hereto as Exhibit I, that specifies Stock Purchase Agreement for 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) exercised. ii. Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) (a) cash or check made payable to the Company's order; (B) 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 (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 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 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 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. Except to the extent the sale transaction. (iii) 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) 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 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 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) 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 in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or
persons exercising legatee, as the
option) case may be) must take the following actions: (i) Execute and deliver to the
Secretary of the Company
(A) a Notice of
Exercise, Exercise and/or Purchase Agreement, in
substan...tially a form then prescribed by the form attached hereto as Exhibit I, that specifies Company, for 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. exercised. (ii) Pay the aggregate Exercise Option Price for the purchased shares in one or more of the following alternative forms: (A) 1. full payment in cash or check payable to check; or 2. any other form which the Company's order; (B) Plan Administrator may, in its discretion, approve at the time of exercise in accordance with the provisions of paragraph 15 of this Agreement. (1) 3. payment in shares of Common Stock held by the Optionee 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; Date (as defined below); or (C) 4. through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (1) (a) to a Company-designated 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 funds to cover the aggregate Exercise Option 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) (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete effect the sale transaction. (iii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if option, if other than Optionee) Optionee, have the right to exercise this option. (iv) Make appropriate arrangements with Option. (1) Authorization of a loan or installment payment method under such provisions may, under currently proposed Treasury Regulations, result in the Company (or Parent or Subsidiary employing or retaining Optionee) for loss of incentive stock option treatment under the satisfaction of all Federal, state and local income and employment Federal 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) laws. 4 Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, exercise of this Option, payment of the option price for the purchased shares Option Price must accompany the Notice of Exercise. (d) Assuming Optionee does not sell Exercise or Purchase Agreement delivered to the purchased shares Company. B. For purposes of Common Stock this Agreement, the "Exercise Date" shall be the date on which the executed Notice of Exercise Date, as or Purchase Agreement shall have been delivered to the Company. C. As soon as practical after the Exercise Date, Date as practical, the Company shall either (i) issue mail or deliver to Optionee or on behalf of Optionee (or any to the other person or persons exercising this option) Option a certificate for or certificates representing the shares so purchased Option Shares, and paid for, 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. D. In no event may this option Option be exercised for any fractional shares.
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Manner of Exercising Option.
(a) 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 in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or
persons exercising legatee, as the
option) case may be) must take the following actions: (i) Execute and deliver to the
Secretary of the Company
(A) a Notice of
Exercise, Exercise and/or Purchase Agreement, in
substan...tially a form then prescribed by the form attached hereto as Exhibit I, that specifies Company, for 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. exercised. (ii) Pay the aggregate Exercise Option Price for the purchased shares in one or more of the following alternative forms: (A) 1. full payment in cash or check payable to check; or 2. any other form which the Company's order; (B) Plan Administrator may, in its discretion, approve at the time of exercise in accordance with the provisions of paragraph 15 of this Agreement. (1) 3. payment in shares of Common Stock held by the Optionee 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; Date (as defined below); or (C) (1) Authorization of a loan or installment payment method under such provisions may, under currently proposed Treasury Regulations, result in the loss of incentive stock option treatment under the Federal tax laws. 4 4. through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (1) (a) to a Company-designated 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 funds to cover the aggregate Exercise Option 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) (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete effect the sale transaction. (iii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if option, if other than Optionee) 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) Option. Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, exercise of this Option, payment of the option price for the purchased shares Option Price must accompany the Notice of Exercise. (d) Assuming Optionee does not sell Exercise or Purchase Agreement delivered to the purchased shares Company. B. For purposes of Common Stock this Agreement, the "Exercise Date" shall be the date on which the executed Notice of Exercise Date, as or Purchase Agreement shall have been delivered to the Company. C. As soon as practical after the Exercise Date, Date as practical, the Company shall either (i) issue mail or deliver to Optionee or on behalf of Optionee (or any to the other person or persons exercising this option) Option a certificate for or certificates representing the shares so purchased Option Shares, and paid for, 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. D. In no event may this option Option be exercised for any fractional shares.
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Manner of Exercising Option.
(a) 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 in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or
persons exercising legatee, as the
option) case may be) must take the following actions: (i) Execute and deliver to the
Secretary of the Company
(A) a Notice of
Exercise, Exercise and/or Purchase Agreement, in
substan...tially a form then prescribed by the form attached hereto as Exhibit I, that specifies Company, for 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. exercised. (ii) Pay the aggregate Exercise Option Price for the purchased shares in one or more of the following alternative forms: (A) 1. full payment in cash or check payable to check; or 2. any other form which the Company's order; (B) Plan Administrator may, in its discretion, approve at the time of exercise in accordance with the provisions of paragraph 15 of this Agreement. (1) 3. payment in shares of Common Stock held by the Optionee 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 (as defined below) on the Exercise Date; or (C) 4. through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (1) (a) to a Company-designated 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 funds to cover the aggregate Exercise Option Price payable for the (1)Authorization of a loan or installment payment method under such provisions may, under currently proposed Treasury Regulations, result in the loss of incentive stock option treatment under the Federal tax laws. 4 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) (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete effect the sale transaction. (iii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if option, if other than Optionee) 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) Option. Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, exercise of the option, payment of the option price for the purchased shares Option Price must accompany the Notice of Exercise. (d) Assuming Optionee does not sell Exercise or Purchase Agreement delivered to the purchased shares Company. B. For purposes of Common Stock on this Agreement, the Exercise Date, as Date shall be the date on which the executed Notice of Exercise or Purchase Agreement shall have been delivered to the Company. C. As soon as practical after the Exercise Date, Date as practical, the Company shall either (i) issue mail or deliver to Optionee or on behalf of Optionee (or any to the other person or persons exercising this option) Option a certificate for or certificates representing the shares so purchased Option Shares, and paid for, 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. D. In no event may this option 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) a Notice of Exercise, in substantially Corporation the
form attached hereto as Exhibit I, that specifies Stock Purchase Agreement for the
number of Option Shares for which the option is
being exercised and (B) any additi...onal 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 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: 4 (C) 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; 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) (a) 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 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. 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 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 and local income and employment tax withholding requirements applicable to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares must accompany the Notice of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as As soon as practical after the Exercise Date, the Company Corporation shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto, or (ii) instruct the Company's transfer agent to make a book-entry reflecting the purchase on its stockholder ledger. (e) thereto. (c) In no event may this option be exercised for any fractional shares.
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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) this Option) must take the following actions: (i)
Execute Complete and
deliver submit to the
Secretary of the Company
(A) or a
person designated by the Secretary of the Company the Notice of
Exercise, in substantially the form Exercise attached as Exhibit I attached hereto
or compl...y with such other procedures as Exhibit I, that specifies the number Company may establish for notifying the Company of Option Shares for which the option is being exercised and (B) any additional documents which the Committee may, in its discretion, deem advisable. exercise of this Option. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or certified check made payable to the Company's order; Company; or (B) at the discretion of the Plan Administrator and to the extent permitted by Applicable Law, in shares of Common Stock valued at Fair Market Value on the date on which this Option shall have been exercised in accordance with this Section 9 (the "Exercise Date") and held by Optionee (or any other person or persons exercising the Option) for the requisite period (if any) necessary to avoid a charge to the Company's reported earnings and valued at Fair Market Value on the Exercise Date; for financial reporting purposes; or (C) to the extent the option is exercised for vested Option Shares following the IPO, through a special sale and remittance procedure established by the Company pursuant to which Optionee is to (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (1) to a brokerage firm (reasonably satisfactory to the Company 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, out of the sale proceeds available on the settlement Exhibit A to Notice of Grant of Stock Option Page 4 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 Taxes (as such term is defined below) required to be withheld by the Company by reason of such purchase exercise and (2) to the Company 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; or (D) such other method of payment as the Plan Administrator may approve. (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. Option. (iv) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of applicable securities laws. (v) Make appropriate arrangements with the Company (or Parent or Subsidiary Affiliate employing or retaining Optionee) for the satisfaction of all Federal, state applicable income tax, employment tax, payroll tax, social security tax, social insurance, contributions, payment on account obligations, national and local income and employment tax withholding requirements applicable or other payments ("Taxes") required 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 withheld, collected or accounted for 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 Option exercise. (b) 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) 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 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:
3 (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... which 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 Shares plus all applicable Federal and state income and employment taxes required to be withheld by the Company by reason of such purchase exercise 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) Participant) 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, 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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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 (see attached form) 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 ad...ditional 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 (includes cash paid from Optionee's brokerage pursuant to a presale of shares in a so-called "cashless" exercise); (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 (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. (C) 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. Payment forms (B) and (C) above shall be accepted solely at the option of the Plan Administrator. (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) 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 or comp...ly with such other procedures as the Committee may, in its discretion, deem advisable. Company may establish for notifying the Company 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; 6 (B) with the Company's order; (B) approval, shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Company's reported earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; (C) with the Company's approval, shares of Stock otherwise issuable under the option but withheld by the Company in satisfaction of the exercise price, with such withheld shares to be valued at Market Value on the Exercise Date, or (C) (D) through and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of Stock subject to the option in a special brokered transaction (other than to the Company). Except to the extent the sale and remittance procedure pursuant to which Optionee is to provide irrevocable written instructions (1) to a brokerage firm to effect utilized in connection with the immediate sale option exercise, payment 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 must accompany the purchased shares plus all applicable Federal and state income and employment taxes required to be withheld by the Company by reason Notice of such purchase and (2) Exercise delivered to the Company to deliver in connection with the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. option exercise. (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 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 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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