Exercise of Options. No Option granted under this Agreement shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices: (a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased; (b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan); (c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and (e) such further acts as may be necessary to register Optionee as a shareholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the time.
Appears in 3 contracts
Sources: Stock Option Agreement (Galyans Trading Co Inc), Stock Option Agreement (Galyans Trading Co Inc), Stock Option Agreement (Galyans Trading Co Inc)
Exercise of Options. No The Option granted under this Agreement shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased;
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exerciseexercisable, in whole or in part, by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the Options option price for such shares of Stock, which payment shall be made (unless a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have made other arrangements for deductions the right to withhold such required amount from any sum payable, or withholding from to become payable, to Optionee's wages, bonus upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other income paid holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee by (or other holder of the Option pursuant to Section 5) shall deliver to the Company, providedin payment of the option price of the shares of Stock with respect to which such Option is exercised, however(i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such arrangements must satisfy certificates to be accompanied by stock powers duly endorsed in blank by the requirements record holder of all applicable tax lawsthe shares represented by such certificates; and (ii);
(d) any written representations and/or undertakings, in if the option price of the shares of Stock with respect to which such form and substance as Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company may deem in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or desirable appropriate to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary withheld incident to register Optionee as a shareholder the exercise of the CompanyOption, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. Fractional share interests All proceeds received pursuant to the exercise of the Option shall be disregarded, but may added to the general funds of the Company to be cumulated. No fewer than 100 Options may be exercised at used for any one time, unless the number is the total number of Options exercisable at the timecorporate purpose.
Appears in 3 contracts
Sources: Stock Option Agreement (Kent Electronics Corp), Stock Option Agreement (Kent Electronics Corp), Stock Option Agreement (Kent Electronics Corp)
Exercise of Options. No Option granted under this Agreement shall (a) The Optionee must be exercisable an Eligible Employee at all times from the date of grant until and except to the extent that it has vested. On or after the vesting exercise of the Options granted, except as provided in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options 2.5(b).
(b) This Option may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices:
(ai) a by giving written notice of exercise which identifies this Agreementto the Corporation, the type of Option to be exercised, and states specifyiing the number of Shares full shares of Stock to be purchased;
(b) a checkpurchased and, cash or any combination if applicable, accompanied by full payment of the Exercise Price thereof in and the amount of the aggregate Purchase Price Tax Withholding Liability pursuant to Section 2.4(c) below; and (or payment ii) by giving assurances satisfactory to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the aggregate Purchase Price 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency.
(c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form of lawful consideration as the Committee may approve from time to time under determine in its discretion, the provisions of Section 7 amount of the Plan);
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee Corporation’s Tax Withholding Liability required in connection with the such exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);.
(d) any written representations and/or undertakingsThe Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in such form and substance as cash or by check, Corporation draft or money order payable to the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as a shareholder order of the CompanyCorporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. Fractional share interests No shares of Stock shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the timedelivered until full payment has been made.
Appears in 3 contracts
Sources: Incentive Stock Option Grant Agreement (HCSB Financial Corp), Incentive Stock Option Grant Agreement (HCSB Financial Corp), Incentive Stock Option Grant Agreement (HCSB Financial Corp)
Exercise of Options. No (a) Subject to such further limitations as are provided herein, the Option granted under this Agreement shall be exercisable until at any time and except from time to time during the extent that it has vestedperiod commencing one (1) year from the Date of Grant and ending ten (10) years (five (5) years for 10 percent shareholders as described in the Plan) from the Date of Grant. On The Grantee may exercise the Option with respect to all or after the vesting any part of the Options in accordance with Section 2 hereof and until termination number of Option Shares then exercisable hereunder by giving the Secretary of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices:
(a) a written notice of intent to exercise. The notice of exercise which identifies this Agreement, the type of Option to be exercised, and states shall specify the number of Option Shares as to which the Option is to be purchased;exercised and the date of exercise thereof, which date shall be at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon.
(b) a check, cash Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or any combination thereof before the exercise date specified in the amount notice of exercise in cash, or, with the prior written consent of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exerciseSecretary, in whole or in partpart through the surrender of previously acquired shares of Stock at their fair market value on the exercise date. On the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, of the Options (unless the Company and Optionee shall have made other arrangements cause to be delivered to the Grantee, a certificate or certificates for deductions the Option Shares then being purchased (out of theretofore unissued Stock or withholding from Optionee's wagesreacquired Stock, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem elect) upon full payment of such Option Shares. The Grantee shall upon each exercise of a part or all of the option granted represent and warrant that his purchase of stock pursuant to such option is for investment only, and not with a view to distribution involving a public offering. The obligation of the Company to deliver Stock shall, however, be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares 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 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 assure compliance with all applicable legal and accounting requirements; andthe Board.
(ec) If the Grantee fails to pay for any of the Option Shares specified in such further acts as notice or fails to accept delivery thereof, the Grantee's right to purchase such Option Shares may be necessary to register Optionee as a shareholder of terminated by the Company. Fractional share interests The date specified in the Grantee's notice as the date of exercise shall be disregardeddeemed the date of exercise of the Option, but may provided that payment in full for the Option Shares to be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the timepurchased upon such exercise shall have been received by such date.
Appears in 2 contracts
Sources: Employment Agreement (Uci Medical Affiliates Inc), Employment Agreement (Uci Medical Affiliates Inc)
Exercise of Options. No Option 6.01 The Options granted under this Agreement shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options Grantee may be exercised by Optionee such Grantee (or, as the case may be, his or such other person specified in Section 6 hereofher legal personal representatives) pursuant to the extent exercisable as determined under Section 2 hereof, upon delivery terms and conditions in Clause 6.03; provided that no PRC Grantee may exercise any Options before all necessary foreign exchange control and other approvals from the State Administration of Foreign Exchange (the “SAFE”) of the following PRC or its local counterpart have been received.
6.02 Unless otherwise determined and approved by the Board, an Option must be personal to the Grantee and must not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favor of any third party over or in relation to any Option. Any breach of the foregoing shall entitle the Company to cancel any outstanding Option or part thereof granted to such Grantee without any compensation.
6.03 Subject to Clause 6.01, an Option may be exercised in whole or in part in the manner as set out in Clauses 6.04 and 6.05 by the Grantee (or, as the case may be, his or her legal personal representative(s)) giving notice in writing to the Company at its principal executive officesstating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the Subscription Price for the Shares in respect of which the notice is given. Within thirty (30) days after receipt of the notice and the remittance and, where appropriate, receipt of the certificate of an independent financial adviser or Auditor pursuant to Clause 9, the Company shall issue and allot ordinary shares to the Grantee (or, as the case may be, his or her legal personal representative(s)) pursuant to the Scheme and the Company shall issue to the Grantee (or, as the case may be, his or her legal personal representative(s)) a share certificate in respect of the Shares so issued and allotted. All Share certificates delivered pursuant to the Scheme and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Board deems necessary or advisable to comply with all applicable laws. The Board may place legends on any Shares certificate or book entry to reference restrictions applicable to the Shares.
6.04 Subject as hereinafter provided in this Scheme, the Option may be exercised by the Grantee (or, as the case may be, his or her legal personal representatives) in accordance with the Clause 6.01, provided that:
(a) in the event of the Grantee ceasing to be a written notice Participant for any reason other than (i) his or her death, or (ii) the termination of exercise which identifies this Agreementhis or her employment on one or more of the grounds specified in Clause 7(f), the type of Option Grantee shall be entitled to be exercise the vested Option(s) in full (to the extent which has become exercisable and not already exercised, and states the number of Shares to be purchased);
(b) a check, cash or any combination thereof in the amount event of the aggregate Purchase Price Grantee ceasing to be a Participant by reason of death (or payment provided that none of the aggregate Purchase Price in such other form events which would be a ground for termination of lawful consideration as his or her employment under Clause 7(f) arises prior to his or her death), the Committee may approve from time to time under the provisions of Section 7 legal personal representative(s) of the PlanGrantee, shall be entitled to exercise the vested Option(s) in full (to the extent which has become exercisable and not already exercised);
(c) a check or cash in the amount reasonably requested event of a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner made to all the holders of Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall ensure that such offer is extended to satisfy all the Grantees on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the vested Options (to the extent not already exercised) granted to them, Shareholders of the Company's withholding obligations under federal. If such offer becomes or is declared unconditional, state a Grantee shall be entitled to exercise his or other applicable tax laws with respect her vested Option(s) (to the taxable income, if any, recognized by Optionee extent not already exercised) to its full extent or to the extent specified in connection with the exercise, in whole or in part, of the Options (unless Grantee’s notice to the Company and Optionee shall have made other arrangements for deductions in exercise of his or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax lawsher vested Option(s);
(d) in the event a notice is given by the Company to its Shareholders to convene a general meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it dispatches such notice to each Shareholder give notice thereof to all Grantees (together with a notice of the existence of the provisions of this Clause) and thereupon, each Grantee (or where permitted under Clause 6.04(b) his or her legal personal representative(s)) shall be entitled to exercise all or any written representations and/or undertakingsof his or her vested Options (to the extent which has become exercisable and not already exercised) at any time not later than thirty (30) days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in such form any event, no later than the Business Day immediately prior to the date of the proposed general meeting referred to above, issue and substance allot the relevant Shares to the Grantee credited as fully paid. Prior to the passing of the resolution to wind-up the Company, the Company may deem necessary shall repurchase from the Grantee at a price mutually agreed between the Company and the Grantee all or desirable any part of the Shares issued and allotted to assure compliance with all applicable legal and accounting requirementshim/her upon the exercise of an Option; and
(e) such further acts as may be necessary to register Optionee as in the event of a shareholder compromise or arrangement between the Company and its creditors (or any class of them) or between the Company and its Shareholders (or any class of them), in connection with a scheme for the reconstruction or amalgamation of the Company. Fractional share interests , the Company shall give notice thereof to all Grantees on the same day as it gives notice of the meeting to its Shareholders or creditors to consider such a scheme or arrangement, and thereupon any Grantee (or where permitted under Clause 6.04(b) his or her legal representative(s)) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of the date falling thirty (30) days thereafter and the date on which such compromise or arrangement is sanctioned by the court be entitled to exercise his or her vested Option(s) (to the extent which has become exercisable and not already exercised), but the exercise of the vested Option(s) shall be disregardedconditional upon such compromise or arrangement being sanctioned by the court and becoming effective. The Company may thereafter require such Grantee to transfer or otherwise deal with the Shares transferred as a result of such exercise of his or her vested Option(s) so as to place the Grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement.
6.05 There is no performance target that has to be achieved before the exercise of any Option except otherwise imposed by the Board and stated in the Offer.
6.06 The Shares to be issued and allotted upon the exercise of an Option will be subject to all the provisions of the memorandum and articles of association of the Company for the time being in force and will rank pari passu in all respects with and shall have the same voting, but may dividend, transfer and other rights, including those arising on liquidation of the Company as attached to the other fully paid Shares of the same class in issue as from the day when the name of the Grantee is registered on the register of members of the Company and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date when the name of the Grantee is registered on the register of members of the Company other than any dividend or other distribution previously declared or recommended or resolved to be cumulatedpaid or made with respect to a record date which shall be before the date when the name of the Grantee is registered on the register of members of the Company, provided always that when the date of exercise of the Option falls on a day upon which the register of members of the Company is closed then the exercise of the Option shall become effective on the first Business Day on which the register of members of the Company is re-opened. No fewer than 100 Options may A Share allotted upon the exercise of an Option shall not carry voting rights until the completion of the registration of the Grantee as the holder thereof.
6.07 Unless otherwise determined by the Board, for the purpose of the Scheme, the vesting of an Option shall be exercised at deemed to continue while the Grantee is on a bona fide leave of absence, if such leave was approved by the Company in writing. Unless otherwise determined by the Board and subject to applicable law, vesting of an Option shall be suspended during any one time, unless the number is the total number unpaid leave of Options exercisable at the timeabsence.
Appears in 2 contracts
Sources: Merger Agreement (Silver Crest Acquisition Corp), Merger Agreement (Silver Crest Acquisition Corp)
Exercise of Options. No Option Options granted under this Agreement the Plan shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by the Optionee thereof (or such other person specified by his or her executors, administrators, guardian or legal representative, as provided in Section 6 SECTIONS 6.6 and 6.7 hereof) as to the extent exercisable as determined under Section 2 hereof, upon delivery all or part of the following to Shares covered thereby, by the Company at its principal executive offices:
(a) a giving of written notice of exercise which identifies this Agreementto the Company, the type of Option to be exercised, and states specifying the number of Shares to be purchased;
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or accompanied by payment of the aggregate Purchase Price full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check or bank check, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other form of lawful consideration office as the Committee may approve from time to time under direct, and shall be in such form, containing such further provisions consistent with the provisions of Section 7 of the Plan);
(c) , as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a check or cash in fraction of a Share. The Company shall effect the amount reasonably requested by the Company transfer of Shares purchased pursuant to satisfy the Company's withholding obligations under federalan Option as soon as practicable, state or other applicable tax laws with respect to the taxable incomeand, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, howeverwithin a reasonable time thereafter, such arrangements must satisfy transfer shall be evidenced on the requirements of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as a shareholder books of the Company. Fractional share interests No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless made for cash dividends or other rights for which the number record date is prior to the total number date of Options exercisable at the timesuch issuance.
Appears in 2 contracts
Sources: Share Option and Award Plan (Amresco Capital Trust), 1998 Share Option and Award Plan (Amresco Capital Trust)
Exercise of Options. No Option granted under 3.1 Subject to the Rules of the Scheme and the terms of this Agreement (including the provisions of Clause 2, this Clause 3, Clause 5, Clause 7 and Clause 8) the Option shall Vest and shall be exercisable until as from the date the Committee determines the extent to which the Performance Conditions are met (and except only to such to extent) which shall ordinarily be as soon as practicable following the financial year of the Company ending 30 June 2024.
3.2 The Option Holder may exercise the Option to the extent Vested by giving notice in writing to the Company (in the form set out in Appendix 3):
3.2.1 stating that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) he wishes to exercise his Option to the extent exercisable as determined under Section 2 hereofthen Vested; and
3.2.2 specifying the number of Option Shares he then wishes to acquire. Upon receipt thereof, upon delivery but subject to the provision of this Clause 3, the Company shall be bound to issue or procure the transfer of the following Option Shares to the Company at its principal executive offices:Option Holder.
(a) a written 3.3 Any notice of exercise which identifies this Agreementshall take effect only when the Company receives it, the type of Option to be exercised, and states the number of Shares to be purchased;
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or together with payment of the aggregate Purchase Option Price in such other form of lawful consideration as and any Option Tax Liability (or, if the Committee may approve so permits, an undertaking to pay those amounts or if the Committee agrees other alternative arrangements for payment, any documents required in connection with those) and (if required) the share retention agreement referred to in Clause 3.4 and a joint election under section 431(1) or 431(2) of ITEPA.
3.4 The provisions of this Clause 3.4 shall apply in the event that the Option is exercised prior to the first anniversary of the date the Option Vests. In such circumstances the exercise of the Option is conditional on the Option Holder entering into a share retention agreement, in a form to be agreed by the Committee, pursuant to which the Option Holder agrees not to sell or otherwise dispose of any of the Option Shares (net of such number sold in respect of any Option Tax Liability arising in connection with exercise) until the first anniversary of the date the Option Vested or, if sooner, until any of the events set out in Clause 7 occur or the Option Holder ceases to be an Eligible Employee in circumstances where the Option Holder dies or where Clause 5.1.4 applies.
3.5 The Option Shares shall be issued or transferred to the Option Holder in accordance with, and subject to the provisions of, the Articles from time to time under time.
3.6 If the provisions Option Holder ceases to be an Eligible Employee other than in circumstances where Clause 3.7 applies, the Option shall be exercisable only to the extent the Option has Vested prior to the date of Section 7 cessation.
3.7 If the Option Holder ceases to be an Eligible Employee by reason of:
3.7.1 death;
3.7.2 disability, injury or ill health evidenced to the satisfaction of the Plan)Committee;
(c) a check 3.7.3 redundancy within the meaning of the Employment Rights ▇▇▇ ▇▇▇▇;
3.7.4 retirement with the agreement of the Committee;
3.7.5 the Option Holder's Employing Company or cash in the amount reasonably requested by business for which the Company to satisfy Option Holder works being sold out of the Company's withholding obligations under federal, state or ’s group; or
3.7.6 any other applicable tax laws with respect to the taxable incomereason, if anythe Committee so decides
3.8 For the purpose of this Clause 3 the Relevant Period means:
3.8.1 if the Option Holder dies, recognized by Optionee in connection with the exercise, in whole or in part, first anniversary of the Options (unless date of the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirementsOption Holder’s death; and
(e) 3.8.2 in any other circumstances, the Good Leaver Period as specified in Clause 5.2.
3.9 For the purpose of this Clause 3 the Relevant Extent means:
3.9.1 in the case of an Option that is already Vested the extent to which it still subsists and remains exercisable; and
3.9.2 in the case of an Option not already Vested, the extent to which such further acts as may Option is determined to be necessary to register Optionee as a shareholder Vested by application of the Company. Fractional share interests Performance Conditions (as applied on their normal basis or adjusted as relevant by the Committee in accordance with their terms) and applying the Pro-Rata Factor.
3.10 The Pro-Rata Factor shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless P where P = X/Y where X is the number of days in the period commencing on the Date of Grant and ending on the date the Option Holder ceases to be an Eligible Employee and Y is the total number of Options exercisable at days in the timeperiod commencing on the Date of Grant and ending 30 June 2024. The Committee may determine not to apply the Pro-Rata Factor or to apply it to a lesser extent.
3.11 The Option Holder shall not be treated as ceasing to be an Eligible Employee until such time as he is no longer an executive director or employee the Company or of any Subsidiary (i.e. no longer employed within the Company’s group as relevant).
Appears in 2 contracts
Sources: Share Option Agreement, Share Option Agreement
Exercise of Options. No (a) The purchase rights represented by the Preferred Stock Option granted under this Agreement shall be are exercisable until and except solely by Colonial or, upon assignment, one or more Permitted Purchasers at any time up to the extent that it has vested. On Expiration Date for (i) all or after the vesting a portion of the Options in accordance with Section 2 hereof and until termination shares of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person Series E Preferred Stock specified in Section 6 hereof1(a), if exercised by Colonial, or (ii) all or a portion of its respective Assigned Option Shares, if exercised by a Permitted Purchaser; provided, however, that the prior written consent of the Company, which consent may be withheld in the Company's sole discretion, shall be required with respect to the exercise by Colonial in its own name and on its own behalf of options with respect to more than 455,166 Series E Preferred Shares. To exercise the Preferred Stock Option, each Permitted Purchaser (or Colonial, as the case may be, with the prior written consent of the Company in the Company's sole discretion) shall deliver written notice thereof (the "Exercise Notice") to the extent exercisable Company in the form attached hereto as determined under Exhibit A duly completed and executed by such Permitted Purchaser (or Colonial, as the case may be). Colonial or a Permitted Purchaser that exercises its option as described in this Section 2 hereof4(a) (and, upon delivery with respect to Colonial, receives the prior written consent of the following Company) is sometimes referred to the Company at its principal executive offices:
(a) as a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased;"Purchaser."
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);
(c) a check or cash in the amount reasonably requested The purchase rights represented by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized Common Stock Option are exercisable by Optionee in connection with the exerciseColonial, in whole or in partpart (and Colonial may specify in such exercise notice, in lieu of the Options (unless or in addition to a percentage of shares, a maximum aggregate amount of its investment, from which its percentage shall be derived), in connection with an Initial Public Offering, by written notice by Colonial delivered to the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid not less than 10 days prior to Optionee the filing of a registration statement by the CompanyCompany in connection with an Initial Public Offering setting forth any maximum aggregate investment amount as to which Colonial is exercising its Common Stock Option, providedand, howeversubject to any such maximum, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as a shareholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total Colonial's desired number of Options exercisable shares in respect of which Colonial is exercising its Common Stock Option. The Company shall notify Colonial in writing at least 30 days prior to the timefiling of a registration statement for an Initial Public Offering (and shall advise Colonial as promptly as practicable of any delay in the expected date for filing).
Appears in 2 contracts
Sources: Option Agreement (Pathnet Telecommunications Inc), Option Agreement (Pathnet Telecommunications Inc)
Exercise of Options. No Option granted under this Agreement shall be exercisable until and except to To the extent that it an optionee has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Planright to exercise an option, the Options option may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased;
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under by written notice to the provisions Company stating the number of Section 7 shares being purchased and accompanied by payment in full of the Plan);
(c) a check or cash purchase price for such shares, except that in the amount reasonably requested by no event shall the Company be required to satisfy issue fractional shares upon the Company's withholding obligations under federalexercise of an option, state or other applicable tax laws with respect to and the taxable incomeAdministrator may, in its discretion, require that any exercise of an option be for at least 100 shares or, if anyless, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as a shareholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at shares for which the timeoption is then exercisable. Any certificate(s) for outstanding securities of the Company used to pay the purchase price shall be accompanied by stock power(s) duly endorsed in blank by the registered holder of the certificate(s). In the event the certificate(s) tendered by the optionee in such payment cover more shares than are required for such payment, the certificate(s) shall also be accompanied by instructions from the optionee to the Company's transfer agent with respect to disposition of the balance of the securities covered thereby. Notwithstanding any other provision of this Plan, the Administrator may impose such conditions upon the exercise of options (including, without limitation, conditions limiting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements, including without limitation Rule 16b-3, other relevant securities laws and rules, and any applicable section of or rule under the Code. Whenever shares of stock are to be issued upon exercise of an option granted under the Plan or subsequently transferred, the Administrator shall have the right to require the optionee or transferor to remit to the Company an amount sufficient to satisfy any federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such shares. The Administrator may, in the exercise of its discretion, allow satisfaction of tax withholding requirements by accepting delivery of securities of the Company or by withholding a portion of the stock otherwise issuable upon exercise of an option.
Appears in 1 contract
Sources: Annual Report
Exercise of Options. No Option granted under this Agreement ------------------- shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 5 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased;
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as a shareholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 100* Options may be exercised at any one time, unless the number is the total number of Options exercisable at the time.
Appears in 1 contract
Exercise of Options. No Option granted under this Agreement shall be -------------------- exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 5 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchasedpurchased (which shall be no less than 100 Shares);
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any a written representations and/or undertakingsrepresentation and undertaking, in such form and substance as the Company may deem necessary require, that the Shares underlying the Option are being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or desirable to assure compliance with all applicable legal other disposition thereof;
(e) a written representation and accounting requirementsundertaking, in such form and substance as the Company may require, setting forth the investment intent of Optionee, or a Successor, as the case may be, and such other agreements, representations and undertakings as described in the Plan; and
(ef) such further acts as may be necessary to register Optionee as a shareholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the time.
Appears in 1 contract
Exercise of Options. No Option granted under this Agreement (a) This option shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options become exercisable, in accordance with Section 2 hereof and until termination its terms, as follows: 50% commencing three years after the date of grant 75% commencing four years after the Options in accordance with this Agreement and date of grant 100% commencing five years after the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery date of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states grant provided however that the number of Shares to shares for which this Incentive Stock Option first becomes exercisable in any calendar year, if any, shall be purchased;reduced so that the aggregate fair market value (determined at the time each option was granted) of such shares together with all other shares of Common Stock first exercisable in that calendar year under all other Incentive Stock Options of the Company held by the Optionee shall not exceed $100,000.
(b) An option shall be exercisable by written notice of such exercise, in the form prescribed by the Board of Directors (the "Board") or the Committee administering the Plan (the "Committee"), to the Secretary of the Company, at its principal office. The notice shall specify the number of shares for which the option is being exercised (which number, if less than all of the shares then subject to exercise, shall be 50 or a check, cash or any combination thereof multiple thereof) and shall either be accompanied by payment of consideration (in the form specified below) in the amount of the aggregate Purchase Price (or payment full of the aggregate Purchase Price in purchase price of such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);shares.
(c) a check The form of consideration to be paid for the shares to be issued upon exercise of an Option shall be cash or cash cheek; or in the amount reasonably requested discretion of the Board or the Committee: (i) a promissory note; (ii) other shares of Common Stock owned by the Company to satisfy the Company's withholding obligations Optionee which are then publicly saleable under federal, state Rule 144 or other applicable tax laws exemption under the Securities Act and have a fair market value on the date of surrender equal to the aggregate exercise price of the shares as to which this Option shall be exercised; (iii) an assignment by the Optionee of the net proceeds to be received from a registered broker upon the sale of the shares or the proceeds of a loan from such broker in such amount; or (iv) any combination of such methods of payment, or such other consideration and method of payment for the issuance of shares which complies with the rules and regulations promulgated by the SEC with respect to plans meeting the requirements of Section 16(b)(3) of the Exchange Act, to the extent permitted under Delaware Law.
(d) Any promissory note (the "Note") shall be in the form prescribed by the Board or the Committee, in the principal sum of the purchase price and duly executed by the Optionee and shall bear interest at the Applicable Federal Rate (as such term is defined in the Internal Revenue Code of 1986) in effect on the date of the Note.
(e) No shares shah be delivered upon exercise of any option until all laws, rules and regulations which the Board or the Committee may deem applicable have been complied with. If a registration statement under the Securities Act of 1933, as amended is not then in effect with respect to the taxable income, if any, recognized by Optionee in connection with the shares issuable upon such exercise, the Company may require as a condition precedent that the person exercising the option give to the Company a written representation and undertaking, satisfactory in whole form and substance to the Board or in partthe Committee, that he is acquiring the shares for his own account for investment and not with a view to the distribution thereof.
(f) The person exercising an option shall not be considered a record holder of the Options stock so purchased for any purpose until the date on which he is actually recorded as the holder of such stock in the records of the Company.
(unless g) This option shall be exercisable only so long as the Optionee shall continue to be an employee of the Company and within the thirty (30) day period after the date of termination of his employment or any earlier date on which the option expires in accordance with its terms, except that if Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements is an employee of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may at the time of his death then this option shall be necessary to register Optionee as a shareholder exercisable by his personal representative within the twelve-month period next succeeding the death of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at optionee or any one time, unless earlier date on which the number is the total number of Options exercisable at the timeoption expires in accordance with its terms.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Helmstar Group Inc)
Exercise of Options. No Option granted under this Agreement 4.1 Within 30 days after an option has been exercised by any person, the Board shall be exercisable until and except allot to him (or a nominee for him) or, as appropriate, procure the extent that it has vested. On transfer to him (or after the vesting a nominee for him) of the Options number of shares in accordance with Section 2 hereof and until termination respect of which the option has been exercised, provided that:-
4.1.1 the Board considers that the issue or transfer of those shares would be lawful in all relevant jurisdictions; and
4.1.2 in a case where a Group Member or the Trustees is obliged to (or would suffer a disadvantage if it were not to) account for any tax (in any jurisdiction) for which the person in question is liable by virtue of the Options exercise of the option and/or for any social security contributions recoverable from the person in accordance with this Agreement and the Planquestion (together, the Options may be exercised by Optionee (or such other "Tax Liability"), that person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive officeshas either:
(a) made a written notice payment to the Group Member or the Trustees of exercise which identifies this Agreement, an amount equal to the type of Option to be exercised, and states the number of Shares to be purchased;Tax Liability; or
(b) entered into arrangements acceptable to that or another Group Member or the Trustees to secure that such a checkpayment is made (whether by authorising the sale of some or all of the shares on his behalf and the payment to the Group Member or the Trustees of the relevant amount out of the proceeds of sale or otherwise) and, cash or any combination thereof where that person has entered into a joint election with his employing company to transfer the liability for the secondary National Insurance to him, the Inland Revenue has approved such arrangements; and in the amount case of either (a) or (b) above, where the Board determines prior to the grant of the aggregate Purchase Price option (or payment following the grant of the aggregate Purchase Price in such other form of lawful consideration as option with the Committee may approve from time to time under the provisions of Section 7 consent of the Plan);relevant Participant) that the person in question shall make an agreement with his employing company that some or all of the liability for secondary National Insurance should be recovered from him, then such shares shall not be so allotted or transferred to him unless he has entered into such agreement in writing.
(c) 4.1.3 All shares allotted under this Scheme shall rank equally in all respects with the shares of the same class then in issue except for any rights attaching to such shares by reference to a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect record date prior to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, date of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as a shareholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the timeallotment.
Appears in 1 contract
Exercise of Options. No Option option granted under this Agreement shall be ------------------- exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in --------- accordance with this Agreement and the PlanSection 3 hereof, the Options may be exercised by Optionee (or --------- such other person specified in Section 6 5 hereof) to the extent exercisable as --------- determined under Section 2 hereof, upon delivery of the following to the Company --------- at its principal executive offices:offices (the date such delivery occurs is hereinafter referred to as, the "Exercise Date"):
(a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchasedpurchased (which shall be no fewer than 100 Shares unless the number of Shares remaining available for purchase hereunder is less than 100 Shares and the entire remainder of the Option is being exercised);
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the CompanyCompany or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any a written representations and/or undertakingsrepresentation and undertaking, in such form and substance as the Company may deem necessary require, that the Shares underlying the Option are being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or desirable to assure compliance with all applicable legal other disposition thereof;
(e) a written representation and accounting requirementsundertaking, in such form and substance as the Company may require, setting forth the investment intent of Optionee, or a Successor, as the case may be, and such other agreements, representations and undertakings as described in the Plan, including an acknowledgment that Optionee has reviewed the memorandum regarding Section 83(b) of the Internal Revenue Code of 1986, as amended, attached hereto as Exhibit A; --------- and
(ef) such further acts as may be necessary to register Optionee as a shareholder stockholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the time.
Appears in 1 contract
Sources: Senior Executive Stock Option Agreement (Advance Auto Parts Inc)
Exercise of Options. No Option granted under this Agreement shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased;
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's ’s withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's ’s wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as a shareholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the time.
Appears in 1 contract
Exercise of Options. No a. Temple-Inland shall not be required to deliver certificates or instruments for shares with respect to which an Option granted under this Agreement is exercised until the exercise price for the shares of Common Stock being purchased has been paid in full, except as provided in paragraph 3.d. hereof.
b. In order to exercise an Option, notice must be provided to Temple-Inland in such form as may be specified by Temple-Inland. Such notice shall state that the Participant elects to exercise a specified Option, the number of shares of Common Stock in respect of which it is being exercised, and the manner of payment of the exercise price of the Option.
c. Except as provided in paragraph 3.d. hereof, the notice shall be exercisable until and except accompanied by payment of the full exercise price of the Option with respect to the extent that it has vestednumber of shares being purchased. On or after The Exercise Price shall be paid in cash, by irrevocable instructions to a broker to deliver promptly to Temple-Inland cash equal to the vesting Exercise Price of the Options Option, or unless otherwise provided in accordance with Section 2 hereof and until termination the applicable Option Agreement, in whole shares of Common Stock held by the Options in accordance with this Agreement and the PlanParticipant for such period, the Options if any, as may be exercised specified by Optionee the Committee, or partly in cash and partly in such Common Stock. Cash payments shall be made by certified or bank cashier’s check, or by the wire transfer of immediately available funds, in each case payable to the order of Temple-Inland (or such other person or entity as may be specified by Temple-Inland). Payments of the Exercise Price of an Option that are made in Section 6 hereofthe form of Common Stock (which shall be valued at Fair Market Value) to may be made by (i) delivery of stock certificates in negotiable form with an issue date indicating the extent exercisable Common Stock has been held by the Participant for such period, if any, as may be specified by the Committee, or (ii) unless otherwise determined under Section 2 hereofby the Committee, upon delivery of the following to Participant’s representation that on the Company at its principal executive offices:
(a) a written notice date of exercise he or she owns the requisite number of shares which identifies this Agreementhe or she has held for such period, if any, as may be specified by the type Committee, and, unless such shares are registered in the Participant’s name as verified by Temple-Inland’s transfer agent’s records, a representation executed by the Participant’s brokerage firm or other entity in whose name such shares are registered that on the date of Option exercise the Participant beneficially owns the requisite number of shares and has held such shares for such period, if any, as may be specified by the Committee, (“Certificateless Exercise”). Delivery of such a representation pursuant to a Certificateless Exercise shall be exercisedtreated as the delivery of the specified number of shares of Common Stock; provided, and states however, that the number of Shares shares issued to the Participant upon exercise of the Option shall be purchased;
(b) a check, cash or any combination thereof reduced by the number of shares specified in the amount of representation.
d. Unless otherwise prohibited by the aggregate Purchase Price (or payment of the aggregate Purchase Price Committee, and in accordance with such other form of lawful consideration rules as the Committee may approve from time prescribe, a Participant may surrender to time under Temple-Inland an Option (or a portion thereof) that has become exercisable and receive upon such surrender, without any payment to Temple-Inland (other than required tax withholding amounts) that number of shares (equal to the highest whole number of shares) having an aggregate Fair Market Value as of the date of surrender equal to that number of shares subject to the Option (or portion thereof) being surrendered multiplied by an amount equal to the excess of (i) the Fair Market Value on the date of surrender over (ii) the Exercise Price, plus an amount of cash equal to the fair market value of any fractional share to which the Participant would be entitled but for the parenthetical above relating to the issuance of a whole number of shares. Any such surrender shall be treated as the exercise of the Option (or portion thereof) and the provisions of Section 7 of the Plan);paragraph 3.c. hereof shall not apply.
(c) a check or cash e. Except as provided in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federalparagraph 5 hereof, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as a shareholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options no Option may be exercised at any one time, time unless the number holder thereof is then an Employee of the total number of Options exercisable at the timeGroup.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Temple Inland Inc)
Exercise of Options. No Option granted under this Agreement a. Options shall only be exercisable until at such times as provided in the Plan Documents and except only to the extent that the participant is vested in the Shares subject to the Option pursuant to the Vesting Schedule set forth in the Option Agreement.
b. Forestar shall not be required to deliver certificates or instruments for shares with respect to which an Option is exercised until the exercise price for the shares of Common Stock being purchased has been paid in full.
c. In order to exercise an Option, notice must be provided to Forestar in such form as may be specified by Forestar. Such notice shall state that the Participant elects to exercise a specified Option, the number of shares of Common Stock in respect of which it has vested. On or after is being exercised, and the vesting manner of payment of the Options in accordance with Section 2 hereof and until termination exercise price of the Options Option.
d. The notice shall be accompanied by payment of the full Exercise Price of the Option with respect to the number of shares being purchased. The Exercise Price shall be paid in accordance with this Agreement cash, by irrevocable instructions to a broker to deliver promptly to Forestar cash equal to the Exercise Price of the Option, or unless otherwise provided in the applicable Option Agreement, in whole shares of Common Stock already owned by the Participant, or partly in cash and partly in such Common Stock. Cash payments shall be made by certified or bank cashier’s check, or by the Planwire transfer of immediately available funds, in each case payable to the Options may be exercised by Optionee order of Forestar (or such other person or entity as may be specified by Forestar). Payments of the Exercise Price of an Option that are made in Section 6 hereofthe form of Common Stock (which shall be valued at Fair Market Value) to may be made by (i) delivery of stock certificates in negotiable form, or (ii) unless otherwise determined by the extent exercisable as determined under Section 2 hereofCommittee, upon delivery of the following to Participant’s representation that on the Company at its principal executive offices:
(a) a written notice date of exercise which identifies this Agreement, he or she owns the type of Option to be exercised, and states the requisite number of Shares to be purchased;
(b) a checkshares and, cash or any combination thereof unless such shares are registered in the amount Participant’s name as verified by Forestar’s transfer agent’s records, a representation executed by the Participant’s brokerage firm or other entity in whose name such shares are registered that on the date of exercise the Participant beneficially owns the requisite number of shares (“Certificateless Exercise”). Delivery of such a representation pursuant to a Certificateless Exercise shall be treated as the delivery of the aggregate Purchase Price (or payment specified number of the aggregate Purchase Price in such other form shares of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, Common Stock; provided, however, that the number of shares issued to the Participant upon exercise of the Stock Option shall be reduced by the number of shares specified in the representation. In addition, to the extent permitted by the Committee in its sole discretion, a Participant may satisfy payment of the Exercise Price by forfeiting a number of Shares subject to and outstanding under the Option that, based on the Fair Market Value on the date of the exercise, are equal in value to the Exercise Price.
e. Notwithstanding as otherwise provided in the Plan Documents, in no event may an Option be exercised after the Expiration Date.
f. Except as provided in paragraph 5, a Participant may not exercise his Option unless such arrangements must satisfy Participant is an Participant at the requirements of all applicable tax laws);
time notice is delivered to Forestar in accordance with paragraphs 3(c) and (d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; andabove.
(e) such further acts as may be necessary to register Optionee as a shareholder g. The exercise of the Company. Fractional share interests Option shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the timefurther subject to paragraph 12 herein.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Forestar Group Inc.)
Exercise of Options. No Option option granted under this Agreement shall be ------------------- exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in --------- accordance with this Agreement and the PlanSection 3 hereof, the Options may be exercised by Optionee (or --------- such other person specified in Section 6 5 hereof) to the extent exercisable as --------- determined under Section 2 hereof, upon delivery of the following to the Company --------- at its principal executive offices:offices (the date such delivery occurs is hereinafter referred to as, the "Exercise Date"):
(a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchasedpurchased (which shall be no less than 100 Shares unless the number of Shares remaining available for purchase hereunder is less than 100 Shares and the entire remainder of the Option is being exercised);
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the CompanyCompany or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any a written representations and/or undertakingsrepresentation and undertaking, in such form and substance as the Company may deem necessary require, that the Shares underlying the Option are being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or desirable to assure compliance with all applicable legal other disposition thereof;
(e) a written representation and accounting requirementsundertaking, in such form and substance as the Company may require, setting forth the investment intent of Optionee, or a Successor, as the case may be, and such other agreements, representations and undertakings as described in the Plan, including an acknowledgment that Optionee has reviewed the memorandum regarding Section 83(b) of the Internal Revenue Code of 1986, as amended, attached hereto as Exhibit A; --------- and
(ef) such further acts as may be necessary to register Optionee as a shareholder stockholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the time.
Appears in 1 contract
Exercise of Options. No 6.1 An Option granted under this Agreement shall be exercisable until and except personal to the extent that it has vested. On Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, assign, charge, mortgage, encumber or after the vesting create any interest in favour of any third party over or in relation to any Option or purport to do any of the Options in accordance with Section 2 hereof and until termination foregoing. Any breach of the Options foregoing shall entitle the Company to cancel any outstanding Option, or any part thereof, in accordance with this Agreement favour of such Grantee.
6.2 An Option may be exercised in whole or in part (but if in part only, in respect of a Board Lot or an integral multiple thereof) in the manner provided in Clause 6 by the Grantee (or, as the case may be, by his legal personal representative(s)) giving notice in writing to the Company stating that the Option is thereby exercised and the Plannumber of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given. For the purposes of determining the date on or by which an Option is or has been exercised under the Scheme, an Option shall be regarded as exercised when a duly completed notice of exercise complying with the terms of the Scheme, accompanied by the appropriate remittance, where necessary, has actually been received by the Company. Within 28 days after receipt of the notice and the remittance and, where appropriate, receipt of the independent financial adviser's or the Auditors' confirmation pursuant to Clause 9, the Options Company shall allot the relevant Shares to the Grantee credited as fully paid and issue to the Grantee a share certificate in respect of the Shares so allotted.
6.3 Subject as hereinafter provided in this Scheme, the Option may be exercised by Optionee the Grantee at any time during the Option Period Provided That:
6.3.1 in the event of the Grantee ceasing to be an employee (including any executive director), officer (including any non-executive director), agent, consultant or representative of the Company or any Subsidiaries for any reason, other than his death, ill health, disability or insanity or the termination of his employment, office, agency, consultancy or representation on one or more of the grounds specified in Clause 7.5, the Grantee may exercise the Option up to his entitlement (or where the Option Period has not yet commenced, prospective entitlement under the Option) at the date of cessation (to the extent not already exercised) from the later of the date of commencement of the Option Period and the date of such cessation until whichever is the earlier of the date of expiry of the Option Period or the last day of the period of 1 month (or such other person longer period as the Board may determine) following the later of the date of commencement of the Option Period and the date of such cessation, which date shall be the last actual day of employment, office, agency, consultancy or representation with the Company or the relevant Subsidiary whether payment in lieu of notice is made or not (if applicable);
6.3.2 in the event of the Grantee ceasing to be an employee (including any executive director), officer (including any non-executive director), agent, consultant or representative of the Company or any Subsidiaries by reason of death, ill health, disability or insanity and none of the events which would be a ground for termination of his employment, office, agency, consultancy or representation specified in Section 6 hereofClause 7.5 has occurred, the Grantee or the legal personal representative(s) of the Grantee shall be entitled after commencement of the Option Period until the last day of the period of 12 months from the date of cessation (or such longer period as the Board may determine) to exercise the Option (to the extent exercisable as determined under Section 2 hereofnot already exercised) in full or to the extent specified in the notice to exercise such Option;
6.3.3 subject to Clause 6.3.2, upon delivery if a general offer to acquire Shares (whether by takeover offer, merger, privatisation proposal by scheme of arrangement between the Company and its members or otherwise in like manner) is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in concert with the offeror) and such offer, having been approved in accordance with applicable laws and regulatory requirements, becomes or is declared unconditional, the Grantee (or his legal personal representative(s)) shall , even though the Option Period has not yet commenced, be entitled to exercise the Option (to the extent not already exercised) at any time until whichever is the earlier of the following date of expiry of the Option Period or the last day of the period of 1 month after the date on which the offer becomes or is declared unconditional, after which the Option shall lapse;
6.3.4 in the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind up the Company, the Company shall forthwith after it despatches such notice to each member of the Company give notice thereof to all Grantees (such notice to specify the record date for ascertaining entitlements to attend and vote at the proposed general meeting, together with a notice of the existence of the provisions of this Clause) and thereupon, each Grantee (or his legal personal representative(s)) shall, even if the Option Period has not yet commenced, be entitled to exercise all or any of his Options at any time not later than two Business Days prior to the record date for ascertaining entitlements to attend and vote at the proposed general meeting of the Company at its principal executive offices:
(a) by giving notice in writing to the Company, accompanied by a written notice of exercise which identifies this Agreement, remittance for the type of Option to be exercised, and states the number of Shares to be purchased;
(b) a check, cash or any combination thereof in the full amount of the aggregate Purchase Subscription Price (for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than the record date for ascertaining entitlements to attend and vote at the proposed general meeting referred to above, allot the relevant Shares to the Grantee credited as fully paid.
6.4 The right to exercise an Option is not subject to or payment conditional upon the achievement of any performance target.
6.5 The Shares to be allotted upon the aggregate Purchase Price in such other form exercise of lawful consideration as the Committee may approve from time an Option will be subject to time under all the provisions of Section 7 the Bye-Laws and will rank pari passu with the fully paid Shares in issue on the date of allotment or, if that date falls on a day when the register of members of the Plan);
(c) Company is closed, the first day of the reopening of the register of members and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment or, if that date falls on a check or cash in day when the amount reasonably requested by register of members of the Company to satisfy is closed, the Company's withholding obligations under federalfirst day of the reopening of the register of members, state other than any dividend or other applicable tax laws distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the taxable incomedate of allotment, or, if anylater, recognized by Optionee in connection with before the exercise, in whole or in part, date of registration of the Options (unless allotment in the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements register of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as a shareholder members of the Company. Fractional share interests .
6.6 A Share issued upon the exercise of an Option shall not carry any voting rights until the registration of the Grantee (or any other person) as the holder thereof.
6.7 For the purposes of Clause 6.
3.1 a Grantee shall not be disregardedregarded as ceasing to be an employee (including any executive director), officer (including any non-executive director), agent, consultant or representative of the Company or any Subsidiaries if he ceases to hold a position of employment, office, agency, consultancy or representation with the Company or any particular Subsidiary but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the timesame time he takes up a different position of employment, office, agency, consultancy or representation with the Company or another Subsidiary, as the case may be.
Appears in 1 contract
Exercise of Options. No Option granted under this Agreement (a) Written notice of an election to exercise any portion of an Option, specifying the portion thereof being exercised, shall be exercisable until and except to delivered by the extent that it has vested. On Executive, or after his personal representative in the vesting event of the Executive's death (i) in the case of Exit Participation Options granted in connection with an Approved Sale, by delivering such notice in accordance with Section 2 hereof and until termination written instructions provided to the Executive by the Company, which instructions shall be provided to the Executive no later than three business days prior to the consummation of such Approved Sale (or, if the Executive does not exercise such Exit Participation Options in connection with such Approved Sale, then either in accordance with this Agreement and the Plan, the Options may be exercised provisions of clause (ii) hereof or by Optionee (or delivering such other person specified notice in Section 6 hereof) accordance with written instructions provided to the extent exercisable as determined under Section 2 hereof, upon delivery Executive by the Company no later than three business days prior to the consummation of a Sale of the following Company), and (ii) in the case of all other Options, (A) by delivering such notice to the principal executive offices of the Company or (B) by mailing such notice, postage prepaid, addressed to the Secretary of the Company at its the principal executive offices:
(a) a written notice offices of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased;Company.
(b) a checkAn Option shall be deemed exercised when (i) the Company has received written notice of such exercise pursuant to Section 6(a) above, cash or any combination thereof in the amount of the aggregate Purchase Price (or ii) full payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 option price of the Plan);
Shares as to which the Option is exercised has been made, and (ciii) a check or cash arrangements that are satisfactory to the Board in its sole discretion have been made for the Executive's payment to the Company of the amount reasonably requested by that is necessary for the Company to satisfy withhold in accordance with applicable Federal or state tax withholding requirements. The Company shall promptly advise the CompanyExecutive, upon the Executive's withholding obligations under federalrequest, state or other applicable tax laws with respect made no earlier than five days prior to the taxable income, if any, recognized by Optionee in connection with the proposed date of exercise, in whole or in part, of the Options (unless amount of such withholding Taxes which the Company and Optionee will require to be paid pursuant to clause (iii) of the immediately preceding sentence. The option price of any Shares purchased shall have made other arrangements for deductions be paid in cash, by certified or withholding from Optionee's wagesofficial bank check, bonus by money order, or other income paid to Optionee by a combination of the Company, above; provided, however, such arrangements must satisfy that the requirements Board in its sole discretion may accept a personal check in full or partial payment of any Shares; and provided, further, that in the case of any exercise of Options in connection with an Approved Sale, the Company shall, at the Executive's request, pay or cause to be paid to the Executive, in cancellation of all applicable tax laws);
such Options and in lieu of any such exercise, an amount equal to (dx) any written representations and/or undertakingsthe net amount of proceeds that the Executive would had have received had he exercised such Options and sold the underlying Shares concurrently with the closing of such Approved Sale, in minus (y) the Aggregate Exercise Price Per Share of such form and substance as Options, minus (z) the aggregate amount that is necessary for the Company may deem necessary to withhold in accordance with applicable Federal or desirable state tax withholding requirements. The Executive shall not be deemed to assure compliance with all applicable legal be a holder of any Shares subject to an Option unless and accounting requirements; and
(e) until a stock certificate or certificates for such further acts as may be necessary Shares are issued to register Optionee as a shareholder him under the terms of the Companythis Plan. Fractional share interests No adjustment shall be disregardedmade for dividends (ordinary or extraordinary, but may be cumulated. No fewer than 100 Options may be exercised at any one timewhether in cash, unless securities or other property) or distributions or other rights for which the number record date is prior to the total number of Options exercisable at the timedate such stock certificate is issued, except as expressly provided in Section 10 hereof.
Appears in 1 contract
Sources: Management Stock Option Plan and Agreement (Penda Corp)
Exercise of Options. No The Option granted under this Agreement shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following written notice to the Company at its principal executive offices:
(a) a written office. Such notice shall state the election to exercise the Option and the number of exercise shares in respect of which identifies this Agreement, the type of Option to it shall be exercised, and states shall be signed by the number person (including, for purposes of Shares this Agreement, any entity) exercising the Option. In the event that the Option shall be exercised pursuant to paragraph 6 hereof by any person other than the Grantee, such notice shall be purchased;
(b) a check, cash or any combination thereof in the amount accompanied by appropriate proof of the aggregate Purchase Price (or right of such person to exercise the Option, as may be reasonably required by the Company and its counsel. The notice of exercise shall be accompanied by payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 full purchase price of the Plan);
(c) a check Shares being purchased in cash. The certificate or cash certificates for the shares as to which the Option shall have been so exercised shall be registered in the amount reasonably requested name of the Grantee or his permitted assigns in accordance with paragraph 6 below and shall be delivered, as provided above, to or upon the written order of the Grantee or such permitted assigns as soon as practicable (except as otherwise provided below in this paragraph 5) after the due and proper exercise of the Option. The holder of the Option shall not have any rights of a stockholder with respect to the shares covered by the Option unless and until the certificate or certificates for such shares shall have been issued and delivered. It is expressly understood that, notwithstanding anything contained in this Agreement to the contrary, (1) the time for the delivery of the certificate or certificates of Common Stock may be postponed by the Company for such period as may be required by the Company to satisfy comply with any listing requirements of any national securities exchange or to comply with any applicable State or Federal law, and (2) the Company shall not be obligated to sell, issue or deliver any shares as to which the option or any part thereof shall have been exercised unless such shares are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. The Company has reserved for issuance out of the authorized capital stock of the Company a number of shares of the Company's withholding obligations under federal, state or other applicable tax laws with respect common stock equal to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, number of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as a shareholder shares of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless 's common stock issuable upon the number is exercise of the total number of Options exercisable at the timeOption.
Appears in 1 contract
Exercise of Options. No Option granted under this Agreement shall (a) The Board of Directors or the Committee, as the case may be, may, in any case or cases, prescribe that the option will only be exercisable in specified cumulative or noncumulative installments or provide for acceleration of the rights of exercise provided in the option under such circumstances as it deems appropriate.
(b) An option may be exercised, at any time or from time to time (subject, in the case of Incentive Options, to such restrictions as may be imposed by the Code), as to any or all full shares as to which the option has become exercisable until and except the expiration of the period set forth in paragraph 6 hereof, by the delivery to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the PlanCorporation, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices:
place of business in the Bronx, New York, of (ai) a written notice of exercise which identifies this Agreementin the form specified by the Board of Directors or the Committee, as the type of Option to be exercisedcase may be, and states specifying the number of Shares shares of Common Stock with respect to be purchased;
which the option is being exercised and signed by the person exercising the option as provided herein; (bii) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price purchase price; and (iii) in such other form the case of lawful consideration as Nonqualified Options, payment in cash of all withholding tax obligations imposed on the Committee may approve from time to time under the provisions of Section 7 Corporation by reason of the Planexercise of the option. Upon acceptance of such notice, receipt of payment in full, and receipt of payment of all withholding tax obligations, the Corporation shall cause to be issued a certificate representing the shares of Common Stock purchased. In the event the person exercising the option delivers the items specified in (i) and (ii) of this subparagraph (b);, but not the item specified in (iii) hereof, if applicable, the option shall still be considered exercised upon acceptance by the Corporation for the full number of shares of Common Stock specified in the notice of exercise but the actual number of shares issued shall be reduced by the smallest number of whole shares of Common Stock which, when multiplied by the Fair Market Value of the Common Stock as of the date the option is exercised, is sufficient to satisfy the required amount of withholding tax.
(c) a The purchase price of the shares as to which an option is exercised shall be paid in full at the time of exercise. Payment shall be made (i) in cash, which may be paid by check or cash other instrument acceptable to the Corporation; (ii) subject to compliance with applicable laws and regulations and such conditions as the Board of Directors or the Committee, as the case may be, may impose, in its sole discretion, on a case-by-case basis, by delivery of shares of Common Stock of the amount reasonably requested Corporation owned either (x) by the Company option holder prior to satisfy exercise of the option or (y) by the option holder as a result of the exercise of the option, as is equal in value (as determined by its Fair Market Value, as defined in paragraph 15 below, at the close of business on the last business day before the date of delivery) to the purchase price or (iii) by delivery of any combination of cash and such shares of the Company's withholding obligations under federalCommon Stock (valued as set forth above) which, state or other applicable tax laws with respect in the aggregate, is equal in value to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, purchase price; provided, however, that with respect to Incentive Options, no such arrangements must satisfy the requirements of all applicable tax laws);
(d) any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as a shareholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options discretion may be exercised at any one time, unless the number is option agreement permits the total number payment of Options exercisable at the timepurchase price in that manner.
Appears in 1 contract
Sources: Stock Option Agreement (Specialty Retail Group Inc)
Exercise of Options. No Option granted under this Agreement Options shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise to the Company or its designee, setting forth the number of Shares with respect to which identifies this Agreement, the type of Option is to be exercised, accompanied by full payment for the Shares as instructed by the Board or, subject to the approval of the Board pursuant to procedures approved by the Board,
(a) through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and states irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise,
(b) through simultaneous sale through a broker of Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board,
(c) by transfer to the Company of the number of Shares to be purchased;
(b) a checkthen owned by the Grantee, cash or any combination thereof in the amount Fair Market Value of which equals the purchase price of the aggregate Purchase Price (or payment Shares purchased in connection with the Option exercise, properly endorsed for transfer to the Company; provided however, that Shares used for this purpose must have been held by the Grantee for such minimum period of the aggregate Purchase Price in such other form of lawful consideration time as the Committee may approve be established from time to time under by the provisions Board; and provided further that the Fair Market Value of Section 7 any Shares delivered in payment of the Plan);
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, purchase price upon exercise of the Options (unless shall be the Fair Market Value as of the exercise date, which shall be the date of delivery of the certificates for the Stock used as payment of the exercise price. For purposes of this Section 6.4, in lieu of actually transferring to the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee the number of Shares then owned by the CompanyGrantee, providedthe Board may, howeverin its discretion permit the Grantee to submit to the Company a statement affirming ownership by the Grantee of such number of Shares and request that such Shares, such arrangements must satisfy although not actually transferred, be deemed to have been transferred by the requirements Grantee as payment of all applicable tax laws);the exercise price, or
(d) any written representations and/or undertakings, in such form and substance as by a "net exercise" arrangement pursuant to which the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and
(e) such further acts as may be necessary to register Optionee as will not require a shareholder payment of the Company. Fractional share interests shall be disregarded, Option Price but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless will reduce the number is of Shares upon the total exercise by the largest number of Options exercisable at whole shares that has a Fair Market Value on the timedate of exercise that does not exceed the aggregate Option Price. With respect to any remaining balance of the aggregate option price, the Company will accept a cash payment from the Grantee.
Appears in 1 contract
Sources: 2011 Non Employee Directors' Equity Incentive Plan (Garmin LTD)
Exercise of Options. No Option option granted under this Agreement ------------------- shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options --------- in accordance with this Agreement and the PlanSection 3 hereof, the Options may be exercised by Optionee --------- (or such other person specified in Section 6 5 hereof) to the extent exercisable --------- as determined under Section 2 hereof, upon delivery of the following to the --------- Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchasedpurchased (which shall be no less than 100 Shares);
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the CompanyCompany or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any a written representations and/or undertakingsrepresentation and undertaking, in such form and substance as the Company may deem necessary require, that the Shares underlying the Option are being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or desirable to assure compliance with all applicable legal other disposition thereof;
(e) a written representation and accounting requirementsundertaking, in such form and substance as the Company may require, setting forth the investment intent of Optionee, or a Successor, as the case may be, and such other agreements, representations and undertakings as described in the Plan, including an acknowledgment that Optionee has reviewed the memorandum regarding Section 83(b) of the Internal Revenue Code of 1986, as amended, attached hereto as Exhibit A; and
(ef) such further acts as may be necessary to register Optionee as a shareholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the time.
Appears in 1 contract
Sources: Stock Option Agreement (Laralev Inc)
Exercise of Options. No Option granted under this Agreement shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until Until termination of the Options in accordance ------------------- with this Agreement and the PlanSection 3 hereof, the Options may be exercised by Optionee (or such other --------- person specified in Section 6 4 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the --------- Company at its principal executive offices:offices (the date such delivery occurs is hereinafter referred to as, the "Exercise Date"):
(a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchasedpurchased (which shall be no less than 100 Shares unless the number of Shares remaining available for purchase hereunder is less than 100 Shares and the entire remainder of the Option is being exercised);
(b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan);; ---------
(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the CompanyCompany or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws);
(d) any a written representations and/or undertakingsrepresentation and undertaking, in such form and substance as the Company may deem necessary require, that the Shares underlying the Option are being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or desirable to assure compliance with all applicable legal other disposition thereof;
(e) a written representation and accounting requirementsundertaking, in such form and substance as the Company may require, setting forth the investment intent of Optionee, or a Successor, as the case may be, and such other agreements, representations and undertakings as described in the Plan; and
(ef) such further acts as may be necessary to register Optionee as a shareholder stockholder of the Company. Fractional share interests shall be disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the number is the total number of Options exercisable at the time.
Appears in 1 contract