Option Exercise Price and Consideration Clause Example with 57 Variations from Business Contracts
This page contains Option Exercise Price and Consideration clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Option Exercise Price and Consideration. (a) Exercise Price. The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following: (i) In the case of an Incentive Stock Option (A) granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110...% of the Fair Market Value per Share on the date of grant. (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option (A) granted to any other Service Provider, the per Share exercise price shall be determined by the Administrator. (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. (b) Forms of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of, without limitation, (1) cash, (2) check, (3) promissory note, (4) other Shares, provided Shares acquired directly from the Company (x) have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.View More
Variations of a "Option Exercise Price and Consideration" Clause from Business Contracts
Option Exercise Price and Consideration. (a) Exercise Price. The per share Unit exercise price for the Shares Units to be issued upon pursuant to exercise of an Option shall be such price as is determined by the Administrator, Administrator and set forth in the Option Agreement, but shall be subject to the following: (i) In the case of an Incentive Stock Option (A) granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Compa...ny or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. (B) granted to any other Employee, the per Share exercise price shall be no not less than 100% of the Fair Market Value per Share Unit on the date of grant. (ii) In the case of a Nonstatutory Stock Option (A) granted to any other Service Provider, the per Share exercise price shall be determined by the Administrator. (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. (b) Forms of Permissible Consideration. The consideration to be paid for the Shares Common Units to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration its sole discretion and may consist of, without limitation, entirely of (1) cash, cash; (2) check, check; (3) subject to any requirements of the Applicable Laws, delivery of Optionee's promissory note, note having such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate after taking into account the potential accounting consequences of permitting an Optionee to deliver a promissory note; (4) other Shares, provided Shares acquired directly from cancellation of indebtedness owed by the Company (x) have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) to such Optionee; (5) other Units that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares Common Units as to which the Option is exercised, provided that in the case of Units acquired, directly or indirectly, from the Company, such Option shall be exercised, (5) consideration received Units must have been owned by the Company under Optionee for more than six months on the date of surrender (or such other period as may be required to avoid the Company's incurring an adverse accounting charge); (6) a cashless exercise program implemented adopted by the Company in connection Administrator that complies with the Plan, Applicable Laws; or (6) (7) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall may consider if acceptance of such consideration may be reasonably expected to benefit the Company. Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration (other than cash) at the time of any Option exercise. View More
Option Exercise Price and Consideration. (a) Exercise Price. The per share exercise price for the Shares to be issued upon pursuant to exercise of an Option shall be such price as is determined by the Administrator, but shall not be subject to the following: (i) In the case of an Incentive Stock Option (A) granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be ...no less than 110% of the Fair Market Value per Share share on the date of grant. (B) granted to any other Employee, the per Share exercise price shall be no less than 100% grant of the Fair Market Value per Share on Option. (b) Waiting Period and Exercise Dates. At the date of grant. (ii) time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In doing so, the case Administrator may specify that an Option may not be exercised until either the completion of a Nonstatutory Stock Option (A) granted service period or the achievement of performance criteria with respect to any other Service Provider, the per Share exercise price shall be determined by Company or the Administrator. (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. (b) Forms Optionee. (c) Form of Consideration. The Administrator shall determine the acceptable form of consideration to be paid for the Shares to be issued upon exercise of exercising an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). payment. Such consideration may consist of, without limitation, (1) cash, (2) check, (3) entirely of: (i) cash; (ii) check; (iii) promissory note, (4) note; (iv) other Shares, provided Shares acquired directly from the Company (x) have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such said Option shall be exercised, (5) consideration received by exercised; (v) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company under of the sale or loan proceeds required to pay the exercise price; (vi) a cashless exercise reduction in the amount of any Company liability to the Optionee, other than any liability attributable to the Optionee's participation in any Company-sponsored deferred compensation program implemented by the Company in connection with the Plan, or (6) arrangement; (vii) any combination of the foregoing methods of payment. In making its determination as payment; or (viii) such other consideration and method of payment for the issuance of Shares to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. extent permitted by Applicable Laws. View More
Option Exercise Price and Consideration. (a) Exercise Price. The per share exercise price for the Shares to be issued upon pursuant to exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following: (i) In the case of an Incentive Stock Option (A) granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no l...ess than 110% of the Fair Market Value per Share on the date of grant. (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option (A) granted to any other Service Provider, the per Share exercise price shall be determined by the Administrator. (iii) Notwithstanding (b) Waiting Period and Exercise Dates. At the foregoing, Options time an Option is granted, the Administrator shall fix the period within which the Option may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. (b) Forms exercised and shall determine any conditions which must be satisfied before the Option may be exercised. (c) Form of Consideration. The Administrator shall determine the acceptable form of consideration to be paid for the Shares to be issued upon exercise of exercising an Option, including the method of payment, shall be determined by the Administrator (and, payment. Such consideration may consist entirely of: (i) cash; (ii) check; (iii) promissory note; (iv) other Shares which (A) in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of, without limitation, (1) cash, (2) check, (3) promissory note, (4) other Shares, provided Shares acquired directly from the Company (x) upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such said Option shall be exercised, (5) exercised; (v) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, Plan; (vi) a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee's participation in any Company-sponsored deferred compensation program or (6) arrangement; (vii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (viii) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.View More
Option Exercise Price and Consideration. (a) Exercise Price. The per share exercise price for the Shares to be issued upon exercise of an Option shall not be such price as is determined by less than 100% of the Administrator, but shall be subject Fair Market Value on the date of grant (or, with respect to Incentive Stock Options or to the following: (i) In extent required to comply with Applicable Laws, in the case of an Incentive Stock Option (A) granted to an Employee a Service Provider who, at the time of grant of such Option, owns ...stock representing more than ten percent (10%) 10% of the voting power of all classes of stock of the Company or any Parent "parent corporation" or Subsidiary, "subsidiary corporation" thereof within the meaning of Section 424(e) and 424(f), respectively, of the Code, the per share exercise price shall not be no less than 110% of the Fair Market Value per Share on the date of grant. (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option (A) granted to any other Service Provider, the per Share exercise price shall be determined by the Administrator. (iii) grant). Notwithstanding the foregoing, Options may be granted with a per Share share exercise price other than as required above by this Section 9(a) pursuant to a merger or other corporate transaction. transaction, provided, that no such alternative exercise price shall be substituted to the extent that any such substitution would cause (i) any Options to constitute "nonqualified deferred compensation" within the meaning of Code Section 409A, or (ii) any Incentive Stock Options to cease to qualify as Incentive Stock Options. (b) Forms of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Administrator. Such consideration may consist of, without limitation, of (1) cash, (2) check, check or (3) with the consent of the Administrator, (A) a full recourse promissory note, (4) other Shares, provided Shares acquired directly from note bearing interest (at no less than such rate as is a market rate of interest and which then precludes the Company (x) have been owned imputation of interest under the Code), payable upon such terms as may be prescribed by the Optionee for more than six (6) months on the date of surrender, Administrator, and (y) structured to comply with Applicable Laws, (B) other Shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by (C) surrendered Shares then issuable upon exercise of the Company under Option having a cashless Fair Market Value on the date of exercise program implemented by equal to the aggregate exercise price of the Option or exercised portion thereof, (D) property of any kind which constitutes good and valuable consideration, (E) delivery of a notice that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Options and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in connection with satisfaction of the Plan, Option exercise price, provided, that payment of such proceeds is then made to the Company upon settlement of such sale, or (6) (F) any combination of the foregoing methods of payment. In making its determination as Notwithstanding any other provision of the Plan to the type contrary, after the Public Trading Date, no Participant who is a Director or an "executive officer" of consideration the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to accept, pay the Administrator shall consider if acceptance exercise or purchase price of such consideration may be reasonably expected any Award, or continue any extension of credit with respect to benefit the Company. exercise price of an Award, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act. View More
Option Exercise Price and Consideration. (a) Exercise Price. The (a)The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following: (i) In Administrative Committee; provided, however, that in the case of an Incentive Stock Option (A) (i) granted to an Employee who, at the time of grant of such Option, owns (or is treated as owning under Code Section 424) stock representing more than ten percent (10%) of the voting power... of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. (B) grant, and (ii) granted to any other Employee, the per Share exercise price shall be no less than 100% one hundred percent (100%) of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option (A) granted to any other Service Provider, the per Share exercise price shall be determined by the Administrator. (iii) Notwithstanding the foregoing, Options may be granted in substitution of outstanding options with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. (b) Forms of Consideration. The (b)The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator Administrative Committee (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of, without limitation, (1) cash, (2) check, (3) promissory note, (4) of (i) cash; (ii) check; (iii) with the consent of the Administrative Committee (and at such time or times as the Administrative Committee may prescribe), other Shares, provided Shares which (A) in the case of Shares acquired directly from the Company (x) Company, have been owned by the Optionee Participant for more than six (6) months on the date of surrender, and (y) (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by exercised; (iv) after the Company under Public Trading Date and with the consent of the Administrative Committee (A) surrendered Shares then issuable upon exercise of the Option having a cashless Fair Market Value on the date of exercise program implemented by equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Options and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in connection satisfaction of the Option exercise price, provided, that payment of such proceeds is then made to the Company upon settlement of such sale; or (v) with the Plan, or (6) consent of the Administrative Committee, any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.View More
Option Exercise Price and Consideration. (a) Exercise Price. The per share exercise price for the Shares to be issued upon on the exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following: (i) In provided that, in the case of an Incentive Stock Option (A) Option: 6 (i) the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant; and (ii) granted to an Employee who, at the time of grant of such Option, the grant, owns stock r...epresenting more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option (A) granted to any other Service Provider, the per Share exercise price shall be determined by the Administrator. (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. (b) Forms of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration grant) and may consist of, without limitation, (1) entirely of: (i) cash, (2) (ii) check, (3) (iii) promissory note, (4) (iv) other Shares, provided Shares acquired directly from shares of the Company (x) have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) Company's capital stock that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares underlying such Option, and in the case of shares of the Company's capital stock acquired upon exercise of an Option, either have been owned by the Optionee for more than six months on the date of surrender or were not acquired, directly or indirectly, from the Company, (v) authorization for the Company to retain from the total number of Shares as to which such the Option shall be is exercised that number of Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of Shares as to which the Option is exercised, (5) consideration received by (vi) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company under a cashless the amount of sale or loan proceeds required to pay the exercise program implemented by the Company in connection with the Plan, or (6) price, (vii) any combination of the foregoing methods of payment. In making its determination as payment, or (viii) such other consideration and method of payment for the issuance of Shares to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. extent permitted under applicable laws. View More
Option Exercise Price and Consideration. (a) Exercise Price. The per share Share exercise price for the Shares to be issued upon pursuant to exercise of an Option shall be such price as is determined by the Administrator, Board, but shall be subject to the following: (i) In the case of an Incentive Stock Option (A) granted to an Employee any Employee: (A) who, at the time of the grant of such Incentive Stock Option, owns stock representing more than ten percent (10%) 10% of the voting power of all classes of stock of the Company or any... Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. (B) granted who is not subject to any other Employee, Section 8(a)(i)(A), the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option (A) granted to any other Service Provider, individual: (A) who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be determined by no less than 110% of the Administrator. (iii) Notwithstanding Fair Market Value per Share on the foregoing, Options may be granted with a date of the grant. (B) who is not subject to Section 8(a)(ii)(A) the per Share exercise price other shall be no less than as required above pursuant to a merger or other corporate transaction. 85% of the Fair Market Value per Share on the date of grant. (b) Forms of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration grant) and may consist of, without limitation, (1) entirely of (i) cash, (2) (ii) check, (3) promissory note, (4) other Shares, provided (iii)other Shares which (x) in the case of Shares acquired directly from the Company (x) upon exercise of an Option either have been owned by the Optionee for more than six (6) months on the date of surrender, surrender or were not acquired, directly or indirectly, from the Company, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such said Option shall be exercised, (5) consideration received by (iv) authorization for the Company under to retain from the total number of Shares as to which the Option is exercised that number of Shares having a cashless Fair Market Value on the date of exercise program implemented by equal to the exercise price for the total number of Shares as to which the Option is exercised, (v) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company in connection with the Plan, amount of sale or (6) loan proceeds required to pay the exercise price, (vi) delivery of an irrevocable subscription agreement for the Shares which irrevocably obligates the option holder to take and pay forthe Shares not more than 12 months after the date of delivery of the subscription agreement, (vii) any combination of the foregoing methods of payment. In Other forms of consideration and methods of payment for the issuance of Shares may be used to the extent permitted under Applicable Laws; provided that, in making its determination as to the type of consideration to accept, accept in addition to or in lieu of those listed in this Section 8(b), the Administrator Board shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. View More
Option Exercise Price and Consideration. (a) Exercise Price. The Except as provided in Section 13 hereof; the per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following: (i) In the case of an Incentive Stock Option (A) granted to an Employee who, at the time of grant of such Option, owns (or is treated as owning under Code Section 424) stock representing more than ten percent (10%) of the voting power of all classes of ...stock of the Company (or a "parent corporation" or any Parent "subsidiary corporation" thereof within the meaning of Code Sections 424(e) or Subsidiary, 424(f), respectively), the per Share exercise price shall be no less than 110% one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. (B) granted to any other Employee, the per Share exercise price shall be no less than 100% one hundred percent (100%) of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Non-Qualified Stock Option (A) granted to any other Service Provider, Option, the per Share exercise price shall be determined by no less than one hundred percent (100%) of the Administrator. Fair Market Value per Share on the date of grant. (iii) Notwithstanding the foregoing, Options an Option may be granted with a per Share exercise price other than as required above pursuant to if such Option is granted as an assumption of or in substitution for another option in connection with a merger or other corporate transaction. (b) Forms of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of, without limitation, of (1) cash, (2) check, (3) with the consent of the Administrator, a full recourse promissory note, (4) other Shares, provided Shares acquired directly from note bearing interest (at no less than such rate as is a market rate of interest and which then precludes the Company (x) have been owned imputation of interest under the Code), payable upon such terms as may be prescribed by the Optionee for more than six (6) months on Administrator, and structured to comply with Applicable Laws, (4) with the date consent of surrender, and (y) the Administrator, other Shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by with the Company under consent of the Administrator, surrendered Shares then issuable upon exercise of the Option having a cashless Fair Market Value on the date of exercise program implemented by equal to the aggregate exercise price of the Option or exercised portion thereof (6) with the consent of the Administrator, property of any kind which constitutes good and valuable consideration, (7) with the consent of the Administrator, delivery of a notice that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Options and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in connection satisfaction of the Option exercise price, provided, that payment of such proceeds is then made to the Company upon settlement of such sale, or (8) with the Plan, or (6) consent of the Administrator, any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.View More
Option Exercise Price and Consideration. (a) Exercise Price. The per share exercise price for the Shares to be issued upon pursuant to exercise of an Option shall be such price as is determined by the Administrator, Board and set forth in the applicable agreement, but shall be subject to the following: (i) In the case of an Incentive Stock Option that is: (A) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than ten percent (10%) of is a Ten Percent Holder, the voting pow...er of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option (A) granted to any other Service Provider, Option, the per Share exercise price shall be determined by no less than 100% of the Administrator. Fair Market Value per Share on the date of grant; or (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. (b) Forms No Repricings, Exchanges or Buyouts. Other than in connection with a change in the Company's capitalization, merger or certain other transactions (as described in Section 16 of the Plan), the following actions will be subject to stockholder approval: (i) the reduction of the exercise price of any Option or Stock Appreciation Right granted under the Plan or (ii) the cancellation of an Option or Stock Appreciation Right at a time when its exercise price exceeds the Fair Market Value of the underlying Shares, in exchange for another Option, Stock Appreciation Right or other Award or for a cash payment. Notwithstanding the foregoing, canceling an Option in exchange for another Option, Stock Appreciation Right or other Award with an exercise price, purchase price or base appreciation amount that is equal to or greater than the exercise price of the original Option shall not be subject to stockholder approval. (c) Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration grant) and may consist of, without limitation, entirely of (1) cash, (2) check, (3) promissory note, note (subject to the provisions of Section 153 of the Delaware General Corporation Law), (4) other Shares, provided Shares that (x) in the case of Shares acquired directly from the Company (x) upon exercise of an Option, have been owned by the Optionee for more than six (6) months on the date of surrender, surrender or such other period as may be required to avoid a charge to the Company's earnings, and (y) have a Fair Market Value E-6 on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by authorization for the Company under to retain from the total number of Shares as to which the Option is exercised that number of Shares having a cashless Fair Market Value on the date of exercise program implemented by equal to the exercise price for the total number of Shares as to which the Option is exercised, (6) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company in connection with of the Plan, sale or (6) loan proceeds required to pay the exercise price and any applicable income or employment taxes, (7) any combination of the foregoing methods of payment. payment, or (8) such other consideration and method of payment for the issuance of Shares to the extent permitted under the Applicable Laws. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. View More
Option Exercise Price and Consideration. (a) Exercise Price. The per share Share exercise price for the Shares to be issued upon pursuant to exercise of an Option shall be such price as is determined by the Administrator, Administrator and set forth in the Option Agreement, but shall be subject to the following: (i) In the case of an Incentive Stock Option (A) granted to an Employee who, who at the time of grant of such Option, owns stock representing more than ten percent (10%) of is a Ten Percent Holder, the voting power of all class...es of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. grant; or (B) granted to any other Employee, the per Share exercise price shall be no less than 100% one hundred percent (100%) of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option (A) granted on any date on which the Common Stock is not a Listed Security to any other Service Provider, a person who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required, shall be such price as is determined by the Administrator. Administrator; (B) granted on any date on which the Common Stock is not a Listed Security to any other eligible person, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required, shall be such price as is determined by the Administrator; or (C) granted on any date on which the Common Stock is a Listed Security to any eligible person, the per share Exercise Price shall be such price as determined by the Administrator provided that if such eligible person is, at the time of the grant of such Option, a Named Executive of the Company, the per share Exercise Price shall be no less than one hundred percent (100%) of the Fair Market Value on the date of grant if such Option is intended to qualify as performance-based compensation under Section 162(m) of the Code. (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. Corporate Transaction. (b) Forms of Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration grant) and may consist of, entirely of (1) cash; (2) check; (3) subject to any requirements of the Applicable Laws (including without limitation, (1) cash, (2) check, (3) limitation Section 153 of the Delaware General -7- Corporation Law), delivery of Optionee's promissory note, note having such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate after taking into account the potential accounting consequences of permitting an Optionee to deliver a promissory note; (4) cancellation of indebtedness; (5) other Shares, provided Shares acquired directly from the Company (x) have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired, directly or indirectly, from the Company, such Option shall be exercised, (5) consideration received Shares must have been owned by the Optionee for more than six (6) months on the date of surrender (or such other period as may be required to avoid the Company's incurring an adverse accounting charge); (6) if, as of the date of exercise of an Option the Company under then is permitting employees to engage in a "same-day sale" cashless brokered exercise program implemented involving one or more brokers, through such a program that complies with the Applicable Laws (including without limitation the requirements of Regulation T and other applicable regulations promulgated by the Federal Reserve Board) and that ensures prompt delivery to the Company in connection with of the Plan, amount required to pay the exercise price and any applicable withholding taxes; or (6) (7) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise. View More
