Payment for Share Purchases. 7.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law: (a) by cancellation of indebtedness of the Company owed to the Participant; (b) by surrender of shares that: (i) either (A) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a prom
...issory note, such note has been fully paid with respect to such shares) or (B) were obtained by Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests; (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; (d) by waiver of compensation due or accrued to the Participant from the Company for services rendered; (e) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (i) through a "same day sale" commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (ii) through a "margin" commitment from the Participant and an NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (f) by any combination of the foregoing. 7 7.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.
View More
Payment for Share Purchases.
7.1 Payment. Payment for Shares purchased pursuant to this Plan
(including Shares issued from the exercise of an Option) may be made in cash (by
check) check or wire transfer) or, where expressly approved for the Participant by the Committee and where permitted by law: (a) by cancellation of indebtedness of the Company
owed to the Participant; (b) by surrender of shares
that: (i) either (A) that either: (1) have been owned by
the Participant for more than six
(6) months and have been paid for wi
...thin the meaning of SEC Securities and Exchange Commission Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) 144; or (B) (2) were obtained by the Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests; market; (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; (d) by waiver of compensation due or accrued to the Participant from the Company for services rendered; (d) by having the Company withhold Shares that would otherwise be issued on exercise of a Nonqualified Stock Option that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option; (e) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (i) (1) through a "same day sale" commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price, and whereby the NASD FINRA Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (ii) (2) through a "margin" commitment from the Participant and an NASD a FINRA Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD FINRA Dealer in a margin account as security for a loan from the NASD FINRA Dealer in the amount of the total Exercise Price, and whereby the NASD FINRA Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (f) by any combination of the foregoing. 7 7.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.
View More
Payment for Share Purchases.
7.1 Payment. Payment for Shares purchased pursuant to this Plan
(including Shares issued from the exercise of an Option) may be made in cash (by
check) check or wire transfer) or, where expressly approved for the Participant by the Committee and where permitted by law: (a) by cancellation of indebtedness of the Company
owed to the Participant; (b) by surrender of shares
that: (i) either (A) that either: (1) have been owned by
the Participant for more than six
(6) months and have been paid for wi
...thin the meaning of SEC Securities and Exchange Commission Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) 144; or (B) (2) were obtained by the Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests; market; 4 (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; (d) by waiver of compensation due or accrued to the Participant from the Company for services rendered; (e) (d) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (i) (1) through a "same day sale" commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price, and whereby the NASD FINRA Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (ii) (2) through a "margin" commitment from the Participant and an NASD a FINRA Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD FINRA Dealer in a margin account as security for a loan from the NASD FINRA Dealer in the amount of the total Exercise Price, and whereby the NASD FINRA Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (f) (e) by any combination of the foregoing. 7 7.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.
View More
Payment for Share Purchases.
7.1 Payment. Payment for Shares purchased pursuant to this Plan
may must be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law: (a) by cancellation of indebtedness of the Company
owed to the Participant; (b) by surrender of
shares that: (i) either (A) Shares that either: (1) have been owned by
the Participant for more than six
(6) months and have been paid for within the meaning of SEC Rule
144 (and, if such shares were purchased ...from the Company by use of a promissory note, such note has been fully paid with respect to such shares) 144; or (B) (2) were obtained by the Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests; market; (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; (d) by waiver of compensation due or accrued to the Participant from the Company for services rendered; (e) (d) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (i) (1) through a "same day sale" commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price, and whereby the NASD FINRA Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (ii) (2) through a "margin" commitment from the Participant and an NASD a FINRA Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD FINRA Dealer in a margin account as security for a loan from the NASD FINRA Dealer in the amount of the total Exercise Price, and whereby the NASD FINRA Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (f) (e) by any combination of the foregoing. 7 7.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.
View More
Payment for Share Purchases.
7.1 (a) Payment. Payment
of the Purchase Price for
any Shares purchased pursuant to
this the Plan may be made in cash
(by check) (in U.S. dollars) or, where expressly approved for the Participant by the
Committee Board, in its sole and absolute discretion, and where permitted by law:
(a) by (i) By check; (ii) By cancellation of indebtedness of the Company
owed to the Participant;
(b) by (iii) By surrender of
shares that: (i) either (A) have been owned by Participant for more than six (6) months ...and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or (B) were obtained by Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests; (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, Shares, provided that the portion Shares have a Fair Market Value on the date of the Exercise Price or Purchase Price, as the case may be, surrender equal to the par value aggregate exercise price of the Shares must be paid as to which the Option is exercised and provided that accepting such Shares, in cash or other legal consideration permitted by Delaware General Corporation Law; (d) by the sole discretion of the Board, shall not result in any adverse accounting consequences to the Company; (iv) By waiver of compensation due or accrued to the Participant from the Company for services rendered; (e) with (v) With respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (i) exists (A) through a "same day sale" commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") dealer") whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Purchase Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Purchase Price directly to the Company; or (ii) (B) through a "margin" commitment from the Participant and an NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Purchase Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Purchase Price directly to the Company; 10 (vi) In the event that no public market for the Company's stock exists, by the issuance of Shares equal in value to the excess of (A) the then Fair Market Value of the Shares being purchased over (B) the Purchase Price for the Shares being purchased; or (f) by (vii) By any combination of the foregoing. 7 7.2 (b) Loan Guarantees. The Committee may, in its sole discretion, elect to assist Board may help the Participant in paying pay for Shares purchased under this the Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.
View More
Payment for Share Purchases.
7.1 (a) Payment. Payment
of the Purchase Price for
any Shares purchased pursuant to
this the Plan may be made in cash
(by check) (in U.S. dollars) or, where expressly approved for the Participant by the
Committee Board, in its sole and absolute discretion, and where permitted by law:
(a) by (i) By check; (ii) By cancellation of indebtedness of the Company
owed to the Participant;
(b) by (iii) By surrender of
shares that: (i) either Shares that either: (A) have been owned by Participant for more
...than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) 144; or (B) were obtained by Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests; (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; (d) by market; (iv) By waiver of compensation due or accrued to the Participant from the Company for services rendered; (e) with (v) With respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (i) exists (A) through a "same day sale" commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") dealer") whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Purchase Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Purchase Price directly to the Company; or (ii) (B) through a "margin" commitment from the Participant and an NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Purchase Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Purchase Price directly to the Company; or (f) (vi) In the event that no public market for the Company's stock exists, by the issuance of Shares equal in value to the excess of (A) the then Fair Market Value of the Shares being purchased over (B) the Purchase Price for the Shares being purchased. (vii) By any combination of the foregoing. 7 7.2 (b) Loan Guarantees. The Committee may, in its sole discretion, elect to assist Board may help the Participant in paying pay for Shares purchased under this the Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.
View More
Payment for Share Purchases.
7.1 (a) Payment. Payment
of the Purchase Price for
any Shares purchased pursuant to
this Plan the Plan, together with an amount sufficient to satisfy any applicable federal, state, and local withholding tax requirements, may be made in cash
(by check) (in U.S. dollars) or, where expressly approved for the Participant by the
Committee Board, in its sole and absolute discretion, and where permitted by law:
(a) by (i) By check; (ii) By cancellation of indebtedness of the Company
owed to the Partici
...pant; (b) by (iii) By surrender of shares that: (i) either Shares that either: (A) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) 144; or (B) were obtained by Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests; (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; (d) by market; (iv) By waiver of compensation due or accrued to the Participant from the Company for services rendered; (e) with (v) With respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (i) exists (A) through a "same day sale" commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") dealer") whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Purchase Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Purchase Price directly to the Company; or (ii) (B) through a "margin" commitment from the Participant and an NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Purchase Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Purchase Price directly to the Company; or (f) by (vi) By any combination of the foregoing. 7 7.2 (b) Loan Guarantees. The Committee may, in its sole discretion, elect to assist Board may help the Participant in paying pay for Shares purchased under this the Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.
View More
Payment for Share Purchases.
7.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash (by check) or, where Where expressly approved for the Participant by the Committee and where permitted by
law: law, payment for Shares purchased pursuant to this Plan may: (a)
be made in cash (by check);(b) by cancellation of indebtedness of the Company
owed to the Participant;
(b) (c) by surrender of shares
that: (i) either (A) that either: (1) have been owned by Participant for more than six (6) months and have
... been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) shares); or (B) (2) were obtained by Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests; (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; (d) market;(d) by waiver of compensation due or accrued to the Participant from the Company for services rendered; (e) rendered;(e) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (i) through (1)through a "same day sale" commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (ii) or(2) through a "margin" commitment from the Participant and an a NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or(f) by withholding from the Shares to be issued upon exercise of an Award that number of Shares having a Fair Market Value equal to the minimum amount required to satisfy the Exercise Price or (f) Purchase Price (the Fair Market Value of the Shares to be withheld shall be determined on the date that the Award is exercised by the Participant); or(g) by any combination of the foregoing. 7 7.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying foregoing; or(h) such other consideration and method of payment for issuance of Shares purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant. extent permitted by applicable laws.
View More
Payment for Share Purchases.
7.1 Payment. Payment for Shares purchased pursuant to this Plan may be
made in cash (by check) or, where expressly approved for made: 7.1 by check to the
Participant by order of the
Committee and where permitted by law: (a) Company; 6 7.2 by cancellation of indebtedness of the Company owed to the Participant;
(b) 7.3 by surrender of shares
of the Company's Common Stock that: (i) either (A) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SE
...C Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) shares); or (B) were obtained by Participant in the open public market market; and (ii) are clear of all liens, claims, encumbrances or security interests; (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; (d) 7.4 by waiver of compensation due or accrued to the Participant from the Company for services rendered; (e) with respect only to purchases upon exercise of an Option, and 7.5 provided that a public market for the Company's stock exists: (i) (a) through a "same day sale" commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price, Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (ii) (b) through a "margin" commitment from the Participant and an NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (f) 7.6 by any combination other form of the foregoing. 7 7.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares purchased under this Plan by authorizing a guarantee consideration approved by the Company of a third-party loan to the Participant. Committee.
View More
Payment for Share Purchases.
7.1 8.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash (by
check) check or wire transfer of immediately available funds) or, where expressly approved for the Participant by the Committee and where permitted by law: (a) by cancellation of indebtedness of the Company owed to the Participant; (b) by surrender of shares
of the Company that: (i) either (A)
have been owned by Participant for
more than six (6) months and have been paid for which the Company has received... "full payment of the purchase price" within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or (B) were obtained by Participant in the public market market, to the extent required to avoid variable accounting treatment under ASC Topic 718 or other applicable accounting rules, and (ii) are clear of all liens, claims, encumbrances or security interests; (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; Code; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; (d) by waiver of compensation due or accrued to the Participant from the Company for services rendered; (e) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (i) through a "same day sale" commitment from the Participant and a broker-dealer that is a member of a financial industry regulatory authority, such as the National Association of Securities Dealers (an "NASD Dealer") New York Stock Exchange (each, a "Dealer"), whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (ii) through a "margin" commitment from the Participant and an NASD a Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; (f) only with respect to Options that are not ISO, by a "net exercise" arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price; or (f) (g) by any combination of the foregoing. 7 7.2 8.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.
View More
Payment for Share Purchases. 7.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law: (a) by cancellation of indebtedness of the Company owed to the Participant; (b) by surrender of shares
of the Company that: (i) either (A)
have been owned by Participant for
more than six (6) months and have been paid for which the Company has received "full payment of the purchase price" within the meaning of
... SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or (B) were obtained by Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests; (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) variable accounting treatment under Financial Accounting Standards Board Interpretation No. 44 to APB No. 25; Code; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; (d) by waiver of compensation due or accrued to the Participant from the Company for services rendered; (e) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (i) through a "same day sale" commitment from the Participant and a broker-dealer that is a member of a financial industry regulatory authority, such as the National Association of Securities Dealers (an "NASD Dealer") New York Stock Exchange (each, a "Dealer"), whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or 9 (ii) through a "margin" commitment from the Participant and an NASD a Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; (f) by a net exercise arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise by the minimum number of shares of Common Stock having a Fair Market Value sufficient to pay the aggregate exercise price of the exercised shares of Common Stock ("Net Exercise"); or (f) (g) by any combination of the foregoing. 7 7.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.
View More
