Common use of Exercise and Settlement Clause in Contracts

Exercise and Settlement. The Award, to the extent vested, shall become exercisable immediately prior to the occurrence of a Liquidity Event and shall thereafter remain exercisable until the Expiration Date. Upon the exercise of the Award, the Participant shall be entitled to receive a number of shares of Common Stock having a Fair Market Value on the date of exercise equal to the product of (x) the difference between the Fair Market Value of one share of Common Stock on the date of exercise and the Base Price and (y) the number of shares of Common Stock with respect to which the SAR is then being exercised; provided, however, that cash shall be provided in lieu of any fractional shares of Common Stock. To exercise the Award, the Participant must provide written notice to the Company of such exercise, specifying the number of shares with respect to which the Award is being exercised, and the Participant must make arrangements to pay all applicable withholding taxes in accordance with Section 8 hereof.