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 the Option with respect to all or any part of the Option Shares for which
this option the Option is at the time exercisable, Optionee (or any other person or persons
exercising permitted to exercise the
option) 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 O...ption is being exercised and (B) any additional documents which the Committee may, in its discretion, deem advisable. exercised; (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Company's order; Corporation; (B) 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) 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 Notice of Exercise. (iii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the option Option (if other than Optionee) have the right to exercise this option. the Option. (iv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option 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) the 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 the 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 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 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 Exhibit A to Notice of Grant of Stock Option Page 4 (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 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) 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 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 and deliver to the Company
(A) a
Notice of Exercise, stock purchase agreement substantially in
substantially the form
attached hereto as of Exhibit
I, that specifies C to the
number of Grant Notice (the "Purchase Agreement")... for the Option Shares for which the option is being exercised and (B) any additional documents which or comply with such other procedures as the Committee may, in its discretion, deem advisable. Company may establish for notifying the Company of the 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 for financial reporting purposes; or Exhibit A to Notice of Grant of Stock Option (Early Exercise) Page 4 (C) to the Exercise Date; or (C) 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 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 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 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) 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 (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, Stock Purchase Agreement substantially in
substantially the form attached hereto as Exhibit
I, that specifies A for the
number of Option Shares for which the option is
being exercised and (B) any ad...ditional documents which exercised, or such other form as may be prescribed by the Committee may, in its discretion, deem advisable. Company. (ii) Pay the aggregate Exercise Price Price, plus all applicable federal, state and local income and employment taxes, if any, for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Company's order; Company; (B) a promissory note payable to the Company, but only to the extent authorized by the Plan Administrator in accordance with Section 19; (C) if then permitted by the Plan Administrator, 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 earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (C) (D) if the Common Stock is registered under Section 12(g) of the 1934 Act and to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee is to (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (1) (i) to a 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 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 exercise and (2) (ii) 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) sale. Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the option price for the purchased shares Exercise Price must accompany the Notice Stock Purchase Agreement delivered to the Company in connection with the option exercise. Part II – Page 5 (iii) Furnish to the Company appropriate documentation that the person exercising the option (if other than Optionee) has the right to exercise the option. (iv) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of Exercise. (d) Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as federal and state securities laws. (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 the option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto, or (ii) instruct thereto. To the extent any such Option Shares are subject to repurchase rights, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Company's transfer agent to make a book-entry reflecting repurchase rights and may be held in escrow with the purchase on its stockholder ledger. (e) Company until such shares vest. (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) permitted to exercise this Option) must take the following actions: (i) Execute and deliver to the Company
(A) 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 this O...ption 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 either of the following forms: (A) cash or check made payable to the Company's order; Company; or 2 (B) a promissory note payable to the Company, but only to the extent authorized by the Plan Administrator in accordance with Article Four, Section I of the Plan; (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) 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; and (v) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the Option exercise. (b) 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: (i) in shares of Common Stock (A) 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 (B) valued at Fair Market Value on the Exercise Date; date the Option is exercised; or (C) (ii) 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 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 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 exercise and (2) (B) 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. sale. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option Option exercise, payment of the option price for the purchased shares Exercise Price must accompany the Notice of Exercise. Purchase Agreement delivered to the Company in connection with the Option 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, date the Option is exercised, 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. thereto. (e) 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 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 documents whi...ch the Committee may, in its discretion, deem advisable. exercised. (ii) Pay the aggregate Exercise Price for the purchased shares Option Shares in one or more of the following forms: (A) cash or check made payable to the Company's order; (B) Company. (b) Should the Common Stock be registered under Section 12(g) of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (i) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary 3 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) (ii) 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 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 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 exercise and (2) (b) to the Company 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. (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 Company in connection with the option exercise and the Optionee must: (i) 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 (ii) 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 Federal and state securities laws. (iii) 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 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. thereto. (e) In no event may this option be exercised for any fractional shares.
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