Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan. (b) Each grant will specify an Option Price per share, which
... (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, the Company's withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, and any such grant may provide for the earlier exercise of such Option Rights, including in the event of the retirement, death or disability of a Participant or a Change in Control. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) Each grant of Option Rights will be evidenced by an Award Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
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Option Right. The
Committee Board may, from time to
time and upon such terms and conditions as it may determine, time, authorize the granting to Participants of Option
Rights. Each Rights upon such
grant may utilize any or all of the authorizations, terms and
will be subject to all of the requirements, contained in conditions consistent with the following
provisions: provisions as it may determine: (a) Each grant will specify the number of
Common Shares to which it pertains subject to the limitations set fort
...h in Section 3 of this the Plan. (b) Each grant will specify an Option Price per share, which (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than (i) the Market Value per Per Share on the Date of Grant or (ii) if the Person to whom an Incentive Stock Option is granted is a 10% Shareholder on the Date of Grant, 110% of the Market Value Per Share on the Date of Grant. However, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Incentive Stock Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424 of the Code or if the Award is designated as a "Section 409A Award" and has either a fixed exercise date or a fixed delivery date. (c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company Inseego or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company Inseego of Common Shares owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) 4(d)) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by withholding by Inseego from the Committee, the Company's withholding of Common Shares otherwise issuable deliverable to the Optionee upon the exercise of an such Option Right pursuant to Rights, a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by Shares having a value at the Company, time of exercise equal to the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), total Option Price, (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. Board. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company Inseego of some or all of the shares Shares to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company Inseego or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, and any exercisable; provided, however, that in the case of an Investor Director Provider, service will be deemed continuous as long as such grant may provide for Investor Director Provider has at least one representative on the earlier exercise Board who is an employee, direct or indirect owner, or service provider of such Option Rights, including in the event of the retirement, death or disability of a Participant or a Change in Control. Investor Director Provider. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) Option Rights granted under this the Plan may be (i) options, including, without limitation, Incentive Stock Options that are intended to qualify under particular provisions of the Code, Options, (ii) options that are not intended so to qualify, qualify as Incentive Stock Options, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of are "employees" under (under Section 3401(c) of the Code) of Inseego or a subsidiary of Inseego (under Section 424 of the Code). Any Option Right designated as an Incentive Stock Option will not be an Incentive Stock Option to the extent the Option Right fails to meet the requirements of Section 422 of the Code. Each grant will specify whether the Option Right is an Incentive Stock Option or an option that is not intended to qualify as an Incentive Stock Option. (i) The exercise Board may substitute, without receiving Participant permission, Appreciation Rights payable only in Shares (or Appreciation Rights payable in Shares or cash, or a combination of an both, at the Board's discretion) for outstanding Option Right will result in Rights; provided, however, that the cancellation on a share-for-share basis terms of any Tandem the substituted Appreciation Right authorized under Section 5 Rights are substantially the same as the terms for the Option Rights at the date of substitution and the difference between the Market Value Per Share of the underlying Shares and the Base Price of the Appreciation Rights is equivalent to the difference between the Market Value Per Share of the underlying Shares and the Option Price of the Option Rights. If the Board determines, based upon advice from Inseego's accountants, that this Plan. provision creates adverse accounting consequences for Inseego, it shall be considered null and void. 6 (j) No Option Right will be exercisable more than 10 years from the Date of Grant. Grant; provided, however, that with respect to Incentive Stock Options issued to 10% Shareholders, the term of each such Option Right shall not exceed five (5) years from the date it is granted. (k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) Each No grant of Option Rights will may provide for dividends, dividend equivalents or other similar distributions to be evidenced by an Award Agreement. Each Award Agreement will be subject paid on such Option Rights. (l) No Option Right shall include terms entitling the Participant to this Plan and will contain such terms and provisions, consistent with this Plan, as a grant of Option Rights or Appreciation Rights on exercise of the Committee may approve. Option Right.
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Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each grant will specify the number of
Common Shares Units to which it pertains subject to the limitations set forth in Section 3 of this Plan. (b) Each grant will specify an Option Price per
share,...Replacement Awards or awards under Section 22 19 of this Plan) may not be less than the Market Value per Share Unit on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company Partnership or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company Partnership of Common Shares Units owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, the Company's Partnership's withholding of Common Shares Units otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares Units held by the Company, Partnership, the Common Shares Units so withheld will not be treated as issued and acquired by the Company Partnership upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company Partnership of some or all of the shares Units to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company Partnership or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, and any such exercisable. A grant of Option Rights may provide for the earlier exercise of such Option Rights, including (i) in the event of the retirement, death or disability of a Participant Participant, or (ii) in the event of a Change in Control. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The exercise of an Option Right will result in the cancellation on a share-for-share unit-for-unit basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) 6 (i) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) (j) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents DERs thereon. (l) (k) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
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Option Right. The
Committee Board may, from time to
time and upon such terms and conditions as it may determine, time, authorize the granting to Participants of Option
Rights. Each Rights upon such
grant may utilize any or all of the authorizations, terms and
will be subject to all of the requirements, contained in conditions consistent with the following
provisions: provisions as it may determine: (a) Each grant will specify the number of
Common Shares to which it pertains subject to the limitations set fort
...h in Section 3 of this the Plan. (b) Each grant will specify an Option Price per share, which (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company NWI or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company NWI of Common Shares owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) 4(d)) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by withholding by NWI from the Committee, the Company's withholding of Common Shares otherwise issuable deliverable to the Optionee upon the exercise of an Option Right pursuant to such Option, a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by Shares having a value at the Company, time of exercise equal to the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), total Option Price, (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. Board. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company NWI of some or all of the shares Shares to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company NWI or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, and any such grant may provide for the earlier exercise of such Option Rights, including in the event of the retirement, death or disability of a Participant or a Change in Control. exercisable. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) Option Rights granted under this the Plan may be (i) options, including, without limitation, Incentive Stock Options that are intended to qualify under particular provisions of the Code, Options, (ii) options that are not intended so to qualify, qualify as Incentive Stock Options, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of are "employees" under (under Section 3401(c) of the Code. Code) of NWI or a subsidiary of NWI (under Section 424 of the Code). (i) The exercise Board may substitute, without receiving Participant permission, Appreciation Rights payable only in Shares (or Appreciation Rights payable in Shares or cash, or a combination of an both, at the Board's discretion) for outstanding Option Right will result in Rights; provided , however , that the cancellation on a share-for-share basis terms of any Tandem the substituted Appreciation Right authorized under Section 5 Rights are substantially the same as the terms for the Option Rights at the date of substitution and the difference between the Market Value Per Share of the underlying Shares and the Base Price of the Appreciation Rights is equivalent to the difference between the Market Value Per Share of the underlying Shares and the Option Price of the Option Rights. If the Board determines, based upon advice from NWI's accountants, that this Plan. provision creates adverse accounting consequences for NWI, it shall be considered null and void. (j) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) Each No grant of Option Rights will may provide for dividends, dividend equivalents or other similar distributions to be evidenced by an Award Agreement. Each Award Agreement will be subject to this Plan and will contain paid on such terms and provisions, consistent with this Plan, as the Committee may approve. Option Rights.
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Option Right. The
Compensation Committee may, from time to time and upon such terms and conditions as it may determine, authorize the
granting grant to Participants of
Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject options to
all of the requirements, contained purchase Common Shares in
accordance with the following provisions: (a) Each grant
of Option Rights will specify the number of Common Shares to which it
pertains pertains, subject to the limitations set
...forth in Section 3 of this Plan. the Plan, and the term during which the Option Rights will exist, which shall not exceed ten years from the Date of Grant. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option Right, other than an Incentive Stock Option, (i) the exercise of the Option Right is prohibited by applicable law or (ii) Common Shares may not be purchased or sold by certain employees or Directors of the Company due to the "black-out period" of a Company policy or a "lock-up" agreement undertaken in connection with an issuance of securities by the Company, the term of the Option Right shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement, in each case to the extent any extension would not constitute the extension of a stock right under Section 409A of the Code. (b) Each Except with respect to Substitute Awards, each grant will specify an Option Price per share, which (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on as of the Date of Grant. (c) Each grant will specify whether the Option Price will be is payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of nonforfeitable, unrestricted Common Shares already owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at as of the time of exercise as determined by the Compensation Committee or in accordance with the applicable Evidence of Award, equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, the Company's withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, (iv) through broker facilitated cashless exercise procedures acceptable to the Compensation Committee or (v) by such other methods as may be approved by the Compensation Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares Common Shares to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, exercisable and any such grant may provide for the earlier exercise of such Option Rights, including Rights in the event of the retirement, death or disability of a Participant or an Optionee, a Change in Control. Control, or a hardship or other special circumstances affecting an Optionee. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options that are intended to qualify under particular provisions of the Code, Options, (ii) options that are not intended so to qualify, Nonqualified Stock Options, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of are "employees" under (under Section 3401(c) of the Code. (i) The exercise Code) of an Option Right will result in the cancellation on Company or a share-for-share basis subsidiary of any Tandem Appreciation Right authorized under the Company (under Section 5 424 of this Plan. (j) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) Code). (h) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award Agreement. Each Award Agreement will shall be subject to this the Plan and will shall contain such terms and provisions, consistent with this Plan, provisions as the Compensation Committee may approve. approve, except that in no event will any such Evidence of Award include any provision prohibited by the terms of the Plan. (i) No grant of Option Rights may provide for dividends, dividend equivalents or other similar distributions to be paid on such Option Rights.
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Option Right. The
Committee Board may, from time to
time and upon such terms and conditions as it may determine, time, authorize the granting to Participants of Option
Rights. Each Rights upon such
grant may utilize any or all of the authorizations, terms and
will be subject to all of the requirements, contained in conditions consistent with the following
provisions: provisions as it may determine: (a) Each grant will specify the number of
Common Shares to which it pertains subject to the limitations set fort
...h in Section 3 of this the Plan. (b) Each grant will specify an Option Price per share, which (except with respect to Replacement Awards or awards under Section 22 20 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company RAI or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company RAI of Common Shares owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) 4(d)) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by withholding by RAI from the Committee, the Company's withholding of Common Shares otherwise issuable deliverable to the Optionee upon the exercise of an Option Right pursuant to such Option, a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by Shares having a value at the Company, time of exercise equal to the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), total Option Price, (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. Board. 6 (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company RAI of some or all of the shares to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company RAI or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, and any such grant may provide for the earlier exercise of such Option Rights, including in the event of the retirement, death or disability of a Participant or a Change in Control. exercisable. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) Option Rights granted under this the Plan may be (i) options, including, without limitation, Incentive Stock Options that are intended to qualify under particular provisions of the Code, Options, (ii) options that are not intended so to qualify, qualify as Incentive Stock Options, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The exercise Board may substitute, without receiving Participant permission, Appreciation Rights payable only in Shares (or Appreciation Rights payable in Shares or cash, or a combination of an both, at the Board's discretion) for outstanding Option Right will result Rights; provided, however, that the terms of the substituted Appreciation Rights are substantially the same as the terms for the Option Rights at the date of substitution and the difference between the Market Value per Share of the underlying Shares and the Base Price of the Appreciation Rights is equivalent to the difference between the Market Value per Share of the underlying Shares and the Option Price of the Option Rights. If, in the cancellation on a share-for-share basis opinion of any Tandem Appreciation Right authorized under Section 5 of RAI's auditors, this Plan. provision creates adverse accounting consequences for RAI, it shall be considered null and void. (j) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) Each grant of (k) No Option Rights Right will be evidenced by an Award Agreement. Each Award Agreement will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as exercisable more than 10 years from the Committee may approve. Date of Grant.
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Option Right. The
Committee Board or the Chief Executive Officer or his delegatee or delegatees, as applicable, may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of
Option Rights. options to purchase Shares. Each such grant
may utilize any or all of the authorizations, and will be subject to all of the
requirements, requirements contained
in in, and may contain such provisions as are authorized by, the following provisions: (a) Each grant wil
...l specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan. (b) Each grant will specify an Option Price per share, which (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, the Company's withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) (iv) by such other methods as may be approved by the Committee. Board or the Chief Executive Officer or his delegatee or delegatees, as applicable. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each grant may will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, and any such exercisable. A grant of Option Rights may provide for the earlier exercise of such Option Rights, including Rights in the event of the retirement, death or disability Disability (as defined in Section 23(h) of this Plan) of a Participant or a Change Participant. Unless otherwise provided in Control. the relevant Evidence of Award, each grant of Option Rights shall be subject to Section 23 hereof. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. 7 (h) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. Plan that was granted therewith. (j) No Except as otherwise provided herein or in an Evidence of Award, no Option Right will be exercisable more than 10 years from the Date of Grant. (k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award Agreement. Each Award Agreement will shall be subject to this Plan and will shall contain such terms and provisions, consistent with this Plan, as the Committee Board or the Chief Executive Officer or his delegatee or delegatees, as applicable, may approve.
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Option Right. The
Committee Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of
Option Rights. options to purchase shares of Common Stock. Each such grant
may utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:
(a) Each (a)Each grant will specify the number of
shares of Common
Shares Stock to which it pertains subject to the limitations set forth in Section 3.
... of this Plan. (b) Each (b)Each grant will specify an Option Price per share, which (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Per Share on the Date of Grant. (c) Each Grant (or less than 110% of the Market Value Per Share in the case of an Incentive Stock Option granted to a 10% Shareholder). (c)Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of shares of Common Shares Stock owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, the Company's withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) (iv) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. (e) Successive Board. (d)Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each unexercised; provided, however, that no Option Rights will be granted with automatic reload features. (e)Each grant may will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, vested and any such exercisable. A grant of Option Rights may provide for the earlier vesting and exercise of such Option Rights, including Rights in the event of the retirement, death or disability of a the Participant or a Change in Control. (g) Any of Control and shall have an initial vesting schedule of no less than one year. (f)Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) The grant of such Option Rights granted under this Plan will specify that, before the exercise of such rights, the Board must determine that the Management Objectives have been satisfied. (g)Option Rights may be (i) options, including, without limitation, Incentive Stock Options that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The terms of any Incentive Stock Option shall be subject in all respects to the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. (h)The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5. of this Plan. (j) No (i)No Option Right will be exercisable more than 10 years from the Date of Grant. (k) Grant (or five years in the case of an Incentive Stock Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) Each to a 10% Shareholder). (j)Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award Agreement. Each Award Agreement will shall be subject to this Plan and will shall contain such terms and provisions, consistent with this Plan, as the Committee Board may approve. Until the shares of Common Stock relating to Option Rights have been issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized 6 transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the shares of Common Stock relating to the Option Rights, notwithstanding the exercise of the Option Rights.
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Option Right. The
Committee Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of
Option Rights. options to purchase shares of Common Stock. Each such grant
may utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:
(a) Each (a)Each grant will specify the number of
shares of Common
Shares Stock to which it pertains subject to the limitations set forth in Section 3.
... of this Plan. (b) Each (b)Each grant will specify an Option Price per share, which (except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Per Share on the Date of Grant. (c) Each Grant (or less than 110% of the Market Value Per Share in the case of an Incentive Stock Option granted to a 10% Shareholder). (c)Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of shares of Common Shares Stock owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, the Company's withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) (iv) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. (e) Successive Board. (d)Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) Each unexercised; provided, however, that no Option Rights will be granted with automatic reload features. (e)Each grant may will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable, vested and any such exercisable. A grant of Option Rights may provide for the earlier vesting and exercise of such Option Rights, including Rights in the event of the retirement, death or disability of a the Participant or a Change in Control. (g) Any of Control and shall have an initial vesting schedule of no less than one year. (f)Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) The grant of such Option Rights granted under this Plan will specify that, before the exercise of such rights, the Board must determine that the Management Objectives have been satisfied. (g)Option Rights may be (i) options, including, without limitation, Incentive Stock Options that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) The terms of any Incentive Stock Option shall be subject in all respects to the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. (h)The exercise of an Option Right will result in the cancellation on a share-for-share share- for-share basis of any Tandem Appreciation Right authorized under Section 5. of this Plan. (j) No (i)No Option Right will be exercisable more than 10 years from the Date of Grant. (k) Grant (or five years in the case of an Incentive Stock Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) Each to a 10% Shareholder). (j)Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award Agreement. Each Award Agreement will shall be subject to this Plan and will shall contain such terms and provisions, consistent with this Plan, as the Committee Board may approve. Until the shares of Common Stock relating to Option Rights have been issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the shares of Common Stock relating to the Option Rights, notwithstanding the exercise of the Option Rights.
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Option Right. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and
will shall be subject to all of the
requirements, limitations, contained in the following provisions:
(a) a. Each grant
will shall specify the number of Common Shares to which it
pertains subject to the limitations set forth in Section 3 of this Plan. (b) pertains. b. Each grant
will...(except with respect to Replacement Awards or awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant. (c) c. Each grant will shall specify whether the Option Price will shall be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, Company, (ii) by the actual or constructive transfer to the Company of nonforfeitable, unrestricted Common Shares owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, on such basis as the Committee may determine, (iii) subject to 6 in any conditions other legal consideration that the Committee may deem appropriate, on such basis as the Committee may determine, or limitations established by the Committee, the Company's withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) payment. d. To the extent permitted by law, any grant may provide for (i) deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. (e) relates; (ii) payment of the Option Price, at the election of the Optionee, in installments or using a promissory note, upon terms determined by the Committee in its discretion; or (iii) any combination of such methods. e. Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. (f) f. Each grant may shall specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary Affiliate that is necessary before the Option Rights or installments thereof will become exercisable, exercisable and any such grant may provide for the earlier exercise accelerated vesting of such Option Rights, including Rights in the event of the a Change in Control, retirement, death or disability Disability of a Participant the Optionee or other similar transaction or event as approved by the Committee; provided that in no event will any Option Right vest or become exercisable early solely as the result of a Change in Control. (g) g. Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. (h) h. Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options Options, that are intended to qualify under particular provisions Section 422 of the Code, Code (or any successor to such section), (ii) options "nonqualified stock options" that are not intended to so to qualify, or (iii) combinations a combination of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. (i) Code on the Date of Grant. i. The exercise of an Option Right will shall result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) j. No Option Right will shall be exercisable more than 10 years from the Date of Grant. (k) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) k. Each grant of Option Rights will shall be evidenced by an Evidence of Award Agreement. Each Award Agreement will be subject to this Plan and will which shall contain such terms and provisions, consistent with this Plan, Plan and applicable sections of the Code, as the Committee may approve. l. The Committee may, at the Date of Grant of any Option Rights (other than Incentive Stock Options), provide for the payment of dividend equivalents to the Optionee on either a current or deferred or contingent basis or may provide that such equivalents shall be credited against the Option Price.
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Option Right.
The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Converted Awards that are Option
Rights. Each such grant Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:
5 (a) Each grant will specify the number of
shares of Common
Shares Stock to which it
pertains subject to the limitations set forth in Section 3 of this Plan. pertains.... (b) Each grant will specify an Option Price per share, which (except with respect to Replacement Awards or awards under Section 22 share of this Plan) may not be less than the Market Value per Share on the Date of Grant. Common Stock. (c) Each grant will specify whether the Option Price will be payable (i) in cash or cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of shares of Common Shares Stock owned by the Optionee (or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise equal to the total Option Price, (iii) subject to 6 any conditions or limitations established by the Committee, by the Company's withholding of shares of Common Shares Stock otherwise issuable upon exercise of an Option Right pursuant to a "net exercise" arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), arrangement, (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee. (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares of Common Stock to which such exercise relates. (e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. Intentionally omitted. (f) Each grant may specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary Converted Award that is necessary before an Option Right will be fully vested and exercisable at the Option Rights or installments thereof will become exercisable, and any such grant may provide for the earlier exercise of such Option Rights, including in the event of the retirement, death or disability of a Participant or a Change in Control. Effective Time. (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. Intentionally omitted. (h) Option Rights granted under this Plan may be (i) options, including, without limitation, including Incentive Stock Options Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of "employees" under Section 3401(c) of the Code. Each Option Right, or portion thereof, that is not an Incentive Stock Option, shall be a nonstatutory Option Right. (i) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan. (j) No Option Right will be exercisable more than 10 years from the Date of Grant. (k) The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee (j) Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon. (l) Each grant of Option Rights will be evidenced by an Award Agreement. Each Award Agreement will be subject to this Plan thereon and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. (k) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan.
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