Common use of Exercise of Options and SARs Clause in Contracts

Exercise of Options and SARs. (a) The Grantee may exercise the Option or SARs with respect to all or any part of the number of shares of Option Stock then exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of shares of Option Stock as to which the Option is to be exercised, whether the exercise is of the Option or SARS and the date of exercise thereof, which date shall be at least five (5) days after the giving of such notice unless an earlier time shall have been mutually agreed upon. (b) Full payment in cash (in U.S. dollars) by the Grantee of the Option Price for the shares of Option Stock purchased shall be made on or before the exercise date specified in the notice of exercise of the Option. Upon receipt of such payment, the Company shall cause to be delivered to the Grantee, a certificate or certificates for the shares of Option Stock then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect). The obligation of the Company to deliver the Option Stock shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the shares of Option Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with the Option or the issuance or purchase of shares of Option Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. If the exercise relates to SARs, then the Company will deliver to the Grantee cash (in U.S. dollars) in the amount determined in accordance with rules or procedures established by the Committee in respect of the exercise of SARs. (c) If the Grantee fails to pay the Option Price for any of the shares of Option Stock specified in such notice or fails to accept delivery thereof, the Grantee's right to purchase such shares of Option Stock may be terminated by the Company. The date specified in the Grantee's notice as the date of exercise shall be deemed the date of exercise of the Option, provided that payment in full of the Option Price for the shares of Option Stock to be purchased upon such exercise shall have been received by such date.

Exercise of Options and SARs. (a) The Grantee During the lifetime of an Optionee, only such Optionee may exercise the an Option or any SARs with respect that relate to all or such Option granted to such Optionee. In the event of an Optionee’s death, any part of the number of shares of Option Stock then exercisable hereunder by giving the Secretary portion of the Company written notice of intent his or her Option and any SARs that relate to exercise. The notice of exercise shall specify the number of shares of such Option Stock as to which the Option is to be exercisedmay, whether the exercise is of the Option within five years thereafter, or SARS and the earlier date of exercise thereof, which date shall be at least five (5) days after the giving of such notice unless an earlier time shall have been mutually agreed upon. (b) Full payment in cash (in U.S. dollars) by the Grantee of the Option Price for the shares of Option Stock purchased shall be made on or before the exercise date specified in the notice of exercise termination of the Option. Upon receipt of such payment, the Company shall cause to be delivered to the Grantee, a certificate or certificates for the shares of Option Stock then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect). The obligation of the Company to deliver the Option Stock shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the shares of Option Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with the Option or the issuance or purchase of shares of Option Stock thereunder, the Option may not be exercised in whole or in part unless by the duly authorized representative of the deceased Optionee’s estate. (b) At any time, and from time to time, during the period when any Option and any SARs that relate to such listingOption, registrationor a portion thereof, qualificationare exercisable, consent such Option or approval SARs, or portion thereof, may be exercised in whole or in part; provided, however, that the Committee may require any Option or SAR that is partially exercised to be so exercised with respect to at least a stated minimum number of Shares. (c) Each exercise of an Option, or a portion thereof, shall have been effected be evidenced by a notice in writing to the Company accompanied by payment in full of the option price of the Shares then being purchased. Payment in full shall mean payment of the full amount due, either (i) in cash, by certified check or obtained free cashier’s check, or (ii) in the sole and absolute discretion of the Committee, and in the accordance with any conditions administrative guidelines or procedures that may be established by the Committee, (A) by tendering one or more already owned, nonforfeitable and unrestricted Shares having an aggregate Fair Market Value at the time of exercise equal to the total option price (or the portion thereof being paid with such Shares), or (B) by surrendering such number of the Shares with respect to which such Option is being exercised having an aggregate Fair Market Value at the time of exercise equal to the total option price (or the portion thereof being paid with such Shares), or (iii) in any combination of the forms specified in (i) or (ii) of this subsection; provided, however, that payment of the option price of an Option by means of tendering or surrendering Shares shall not be permitted when the same may cause the Company to incur or record a financial or tax loss or expense that is not acceptable to the Committee. (d) Notwithstanding anything contained herein to the contrary, at the request of an Optionee and to the extent permitted by applicable law, the Committee may, in its sole and absolute discretion, selectively approve arrangements with a brokerage firm or firms under which any such brokerage firm shall, on behalf of the Optionee, make payment in full to the Company of the option price of the Shares then being purchased, and the Company, pursuant to an irrevocable notice in writing from the Optionee, shall make prompt delivery of the appropriate number of Shares to such brokerage firm. If Payment in full for purposes of the immediately preceding sentence shall mean payment of the full amount due, either in cash or by certified check or cashier’s check. (e) Each exercise relates to of SARs, then or a portion thereof, shall be evidenced by a notice in writing to the Company. (f) No Share shall be issued upon exercise of an Option until full payment therefor has been made and the par value of the Share has been fully paid-up, and an Optionee shall have none of the rights of a shareholder of the Company will deliver with respect to such Share until such Share is issued to him. (g) Nothing herein or in any Agreement shall require the Grantee cash (in U.S. dollars) Company to issue any Shares upon exercise of an Option or SAR if such issuance would, in the amount determined in accordance with rules or procedures established by opinion of counsel for the Committee in respect Company, constitute a violation of applicable law. Upon the exercise of SARs. an Option or SAR (c) If as a result of which the Grantee fails to pay the Option Price for any of the shares of Option Stock specified in such notice Optionee receives Shares), or fails to accept delivery portion thereof, the Grantee's right Optionee shall give to purchase the Company satisfactory evidence that he is acquiring such shares Shares for the purposes of Option Stock may investment only and not with a view to their distribution; provided, however, if or to the extent that the Shares delivered to the Optionee shall be terminated included in a registration statement filed by the Company. The date specified in Company under the Grantee's notice as the date of exercise Securities Act, such investment representation shall be deemed the date of exercise of the Option, provided that payment in full of the Option Price for the shares of Option Stock to be purchased upon such exercise shall have been received by such dateabrogated.