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 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. 7 (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 Option 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 17 of the Plan), the following actions will be subject to stockholder approval: (i) the reduction of the exercise price of any Option granted under the Plan or (ii) the cancellation of an Option 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 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 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 Option 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 17 of the Plan), the following actions will be subject to stockholder approval: (i) the reduction of the exercise price of any Option granted under the Plan or (ii) the cancellation of an Option 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 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 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 Option 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%) 10% of the total combined 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) that is intended to qualify as performance-based compensation under Section 162(m) of the Code and is granted to any other Service Provider, on or after the date, if ever, on which the Common Stock becomes a Listed Security, the per Share exercise price shall be determined by no less than 100% of the Administrator. Fair Market Value on the date of grant; and (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. 5 (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, entirely of (1) cash, (2) check, (3) promissory note, (4) cancellation of indebtedness, (5) 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 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 (6) 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, (7) 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, (8) delivery of an irrevocable subscription agreement for the Shares that irrevocably obligates the option holder to take and pay for the Shares not more than twelve months after the date of delivery of the subscription agreement, (9) any combination of the foregoing methods of payment. payment, or (10) 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 set forth in the Administrator, Option Agreement and be no less than 100% of the Fair Market Value per Share on the date of grant, 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 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. grant; or (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 assumption or substitution of stock options pursuant to a merger or other corporate transaction. transaction, but solely to the extent that such Options would not become subject to Section 409A of the Code. (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, 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; (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 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, or (6) amount required to pay the exercise price and any applicable withholding taxes; (7) any combination of the foregoing methods of payment. payment; or (8) such other consideration and method of payment as determined by the Administrator and to the extent permitted under 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. 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
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 set forth in the Administrator, Option Agreement and be no less than 100% of the Fair Market Value per Share on the date of grant, 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 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. grant; or (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. transaction, to the extent that the requirements of Code Section 409A are met. (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, 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; (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 -8- delivery to the Company in connection with of the Plan, or (6) amount required to pay the exercise price and any applicable withholding taxes; (7) any combination of the foregoing methods of payment. payment; or (8) such other consideration and method of payment as determined by the Administrator, and to the extent permitted under 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. 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
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 set forth in the Option Agreement and be no less than 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, 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 clas...ses 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. grant; or (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 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, 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; (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 such 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, or (6) amount required to pay the exercise price and any applicable withholding taxes; (7) any combination of the foregoing methods of payment. payment; or (8) such other consideration and method of payment as determined by the Administrator and to the extent permitted under 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. 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
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% 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% of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option (A) granted prior to any other Service Provider, the date, if any, on which the Common Stock becomes a Listed Security to a person who is at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 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; (B) granted prior to the date, if any, on which the Common Stock becomes a Listed Security to any other eligible person, the per Share exercise price shall be no less than 85% 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. (C) granted on or after the date, if any, on which the Common Stock becomes 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 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. (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, without limitation, entirely of (1) cash, cash; (2) check, check; (3) delivery of Optionee's promissory note, note with such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate (subject to the provisions of Section 153 of the Delaware General Corporation Law); (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 Shares must have been owned by the Optionee for more than six months on the date of surrender (or such other period as may be exercised, (5) consideration received required to avoid the Company's incurring an adverse accounting charge); (6) delivery of a properly executed exercise notice together with such other documentation as the Administrator and a securities broker approved by the Company under a cashless shall require to effect exercise program implemented by of the Option and prompt delivery to the Company in connection with of the Plan, sale or (6) loan proceeds required to pay the exercise price and any applicable withholding taxes; or (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
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 set forth in the Administrator, Option Agreement and be no less than 100% of the Fair Market Value per Share on the date of grant, 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 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. grant; or (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 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, 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; (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 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, or (6) amount required -8- to pay the exercise price and any applicable withholding taxes; (7) any combination of the foregoing methods of payment. payment; or (8) such other consideration and method of payment as determined by the Administrator and to the extent permitted under 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. 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
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% 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% of the Fair Market Value per Share on the date of grant. (ii) In Effective as of the date of the Plan's amendment and restatement, 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 equal to or greater than the Administrator. Fair Market Value per share on the date of grant. (iii) Notwithstanding the foregoing, and subject to Applicable Law, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. -7- (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, 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; (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 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, or (6) amount required to pay the exercise price and any applicable withholding taxes; (7) any combination of the foregoing methods of payment. payment; or (8) such other consideration and method of payment as determined by the Administrator and to the extent permitted under 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. 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
Option Exercise Price and Consideration. (a) Exercise Price. The per share Share exercise price for the Shares to be issued upon pursuant to the 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 8 (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... 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. 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. grant; (ii) Except as provided in subsection (iii) below, in the case of a Nonstatutory Stock Option the per Share exercise price shall be such price as is determined by the Administrator, provided that, if the per Share exercise price is less than 100% of the Fair Market Value on the date of grant, it shall otherwise comply with all Applicable Laws, including Section 409A of the Code; (iii) In the case of a Nonstatutory Stock Option (A) that is intended to qualify as performance-based compensation under Section 162(m) of the Code and is granted to any other Service Provider, on or after the date, if ever, on which the Common Stock becomes a Listed Security, the per Share exercise price shall be determined by no less than 100% of the Administrator. (iii) Fair Market Value on the date of grant; and (iv) 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 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, Option and to the extent required by Applicable Laws, shall be determined at the time of grant). Such consideration grant) and may consist of, without limitation, entirely of (1) cash, cash; (2) check, check; (3) to the extent permitted under Applicable Laws, delivery of a promissory note, note with such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate (subject to the provisions of Section 153 of the Delaware General Corporation Law); (4) cancellation of indebtedness; (5) other Shares, provided previously owned 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 such the Option shall is exercised, provided that in the case of Shares acquired directly or indirectly from the Company, the Administrator may, in its sole discretion, require that Shares tendered for payment be exercised, (5) consideration received previously held by the Company Participant for a minimum duration (e.g., to avoid financial accounting charges to the Company's earnings); (6) a Cashless Exercise; (7) such other consideration and method of payment permitted under a cashless exercise program implemented by the Company in connection with the Plan, Applicable Laws; or (6) (8) 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
