Method of Exercise of Option Clause Example from Business Contracts

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • an executed Exercise Agreement (stating the number of shares of Common Stock to be purchased pursuant to the Option) in substantially the form attached hereto as Exhibit A or such other form as the Administrator may require from time to time (the "E...xercise Agreement"); 1 • payment in full for the Exercise Price of the shares to be purchased, in cash or by electronic funds transfer to the Corporation, or by certified or cashier's check payable to the order of the Corporation subject to such specific procedures or directions as the Administrator may establish; • any written statements or agreements required pursuant to Section 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 7.6 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any such payment method): • shares of Common Stock already owned by the Participant, valued at their Fair Market Value on the exercise date; and/or • a reduction in the number of shares of Common Stock otherwise deliverable to the Participant pursuant to the exercise of the Option (based on the Fair Market Value of such shares on the exercise date); and/or • if the Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of shares of Common Stock acquired upon exercise of the Option and deliver to the Corporation the amount necessary to pay the Exercise Price (and, if applicable, the amount of any related tax withholding obligations); and/or • a note meeting the requirements of Section 5.3.3 of the Plan (or, in the case of tax loans, Section 7.6 of the Plan). An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. If the Option is designated as an ISO, the Option may be rendered a Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above. In addition, following the date on which the Corporation's Stock is first listed for trading on an established securities market, if during any part of the exercise period described above the exercise of this Option would be prohibited solely because the issuance of Shares upon such exercise would violate the registration requirements under the Securities Act or a similar provision of other applicable law, then instead of terminating at the end of such prescribed period, the then-vested portion of this Option will instead remain outstanding and not expire until the earlier of (i) the Expiration Date as set forth on the cover page of the Option Agreement or (ii) the date on which the then-vested portion of this Option has been exercisable without violation of applicable law for the aggregate period (which need not be consecutive) after termination of the Participant's service specified in Section 5.6 of the Plan. View More