Common use of Exercising Options Clause in Contracts

Exercising Options. This Option may be exercised by delivering to the Company at its principal executive office (directed to the attention of the Corporate Secretary, or if the Corporate Secretary is the Employee at issue, then to the attention of the President or a Vice President) a written notice, signed by the Employee or a person entitled to exercise the Option, as the case may be, of the election to exercise the Option and stating the number of Shares in respect of which it is then being exercised. The Option shall be deemed exercised as of the date the Company receives such notice. As an essential part of such notice, it shall be accompanied by (a) payment of the full purchase price of the Shares then being purchased and (b) satisfaction, or agreement with the Company as to the manner of satisfaction, of any taxes required by law to be withheld due to the exercise of the Option, including an exercise by a transferee to whom the Employee has transferred the Option in accordance with Section 7 below. In the event the Option shall be exercised by any person other than the Employee, such notice shall be accompanied by appropriate evidence of the right of such person to exercise the Option. Payment of the full purchase price may be made in (a) cash, (b) Shares, or (c) any combination of cash and Shares, provided that, other than with respect to any optionee that is a reporting person under Section 16 of the Securities Exchange Act of 1934, the Company reserves the right to prohibit the use of Shares as payment of the purchase price. In the case of any Employee who is a reporting person under Section 16(a) of the Securities Exchange Act of 1934, such Employee shall be entitled to elect to utilize Shares as payment of the purchase price in Employee’s discretion. Shares used in payment of the purchase price shall be valued at the closing price of such Shares on the NYSE or as reported in the consolidated transaction reporting system for the date of exercise. Upon the proper exercise of the Option, the Company shall issue in the name of the person exercising the Option, and deliver to such person, a certificate or certificates for the Shares purchased, or shall otherwise properly evidence the purchase of such Shares in the Company’s stock records. The Employee shall have no rights as a stockholder in respect of any Shares as to which the Option shall not have been effectively exercised as provided in this Agreement.

Exercising Options. This Option (a) Substitute Options may be exercised by delivering the delivery of a notice of the number of Substitute Options that are being exercised and satisfaction of the Exercise Price in full pursuant to any permitted payment methodology applicable to the Substitute Options so exercised. Such notice shall be delivered either: (x) in writing to the Company at its principal executive office (directed or at such other address as may be established by the Committee, to the attention of the Corporate Company Secretary; or (y) to a third-party plan administrator as may be arranged for by the Company or the Committee from time to time for purposes of the administration of outstanding Substitute Options under the Plan, in the case of either (x) or if the Corporate Secretary is the Employee at issue(y), then as communicated to the attention Participant by the Company from time to time. (b) The Exercise Price shall be payable, at the election of the President Participant: (i) in cash or check; (ii) following a Vice President) Qualified Termination, by delivery of a written noticenotice of “net exercise” to the Company, signed by pursuant to which the Employee or a person entitled to exercise the Option, as the case may be, of the election to exercise the Option and stating Participant shall receive the number of Shares in respect shares of which it is then being exercised. The Option shall be deemed Common Stock underlying the Substitute Options so exercised as reduced by a number of shares of Common Stock equal to the aggregate Exercise Price of the Substitute Options divided by the Fair Market Value on the date of exercise; (iii) by such other method as the Company receives such notice. As an essential part of such notice, it shall be accompanied by (aCommittee may permit in its sole discretion under Section 6(d) payment of the full purchase price of the Shares then being purchased and (b) satisfaction, or agreement with the Company as to the manner of satisfaction, of any taxes required by law to be withheld due to the exercise of the Option, including an exercise by a transferee to whom the Employee has transferred the Option in accordance with Section 7 below. In the event the Option shall be exercised by any person other than the Employee, such notice shall be accompanied by appropriate evidence of the right of such person to exercise the Option. Payment of the full purchase price may be made in (a) cash, (b) Shares, Plan; or (civ) any combination of cash and Shares, provided that, such other than with respect to any optionee that is a reporting person under Section 16 of the Securities Exchange Act of 1934, the Company reserves the right to prohibit the use of Shares as payment of the purchase price. In the case of any Employee who is a reporting person under Section 16(a) of the Securities Exchange Act of 1934, such Employee shall be entitled to elect to utilize Shares as payment of the purchase price in Employee’s discretion. Shares used in payment of the purchase price shall be valued at the closing price of such Shares on the NYSE or as reported in the consolidated transaction reporting system for the date available method of exercise. Upon In addition, following an Initial Public Offering, the proper exercise Participant shall be permitted to “sell to cover” in order to satisfy the Exercise Price liability. (c) Except as expressly provided for herein or in the Plan or the Stockholders’ Agreement, during the lifetime of the OptionParticipant, only the Company shall issue in Participant (or such Participant’s Permitted Transferee or duly authorized legal representative) may exercise the name Substitute Option or any portion thereof. After the death of the person exercising Participant, any exercisable portion of the OptionSubstitute Option may, prior to the time when the Substitute Option expires under Section 3 hereof, be exercised by the Participant’s Permitted Transferee, personal representative or by any Person empowered to do so under the Participant’s will or the laws of descent and deliver to such person, a certificate or certificates for the Shares purchased, or shall otherwise properly evidence the purchase of such Shares in the Company’s stock records. The Employee shall have no rights as a stockholder in respect of any Shares as to which the Option shall not have been effectively exercised as provided in this Agreementdistribution.

Exercising Options. This Option (a) Vested Options may be exercised by delivering the delivery of a notice of the number of Options that are being exercised and satisfaction of the Exercise Price in full pursuant to any permitted payment methodology applicable to the Options so exercised. Such notice shall be delivered either: (x) in writing to the Company at its principal executive office (directed or at such other address as may be established by the Committee, to the attention of the Corporate Company Secretary; or (y) to a third-party plan administrator as may be arranged for by the Company or the Committee from time to time for purposes of the administration of outstanding Options under the Plan, in the case of either (x) or if the Corporate Secretary is the Employee at issue(y), then as communicated to the attention Participant by the Company from time to time. (b) The Exercise Price shall be payable, at the election of the President Participant: (i) in cash or check; (ii) [for CEO only] [following a Vice President) Qualified Termination, by delivery of a written noticenotice of “net exercise” to the Company, signed by pursuant to which the Employee or a person entitled to exercise the Option, as the case may be, of the election to exercise the Option and stating Participant shall receive the number of Shares in respect shares of which it is then being exercised. The Option shall be deemed Common Stock underlying the Options so exercised as reduced by a number of shares of Common Stock equal to the aggregate Exercise Price of the Options divided by the Fair Market Value on the date of exercise; (iii)] by such other method as the Company receives such notice. As an essential part of such notice, it shall be accompanied by (aCommittee may permit in its sole discretion under Section 6(d) payment of the full purchase price of the Shares then being purchased and Plan; or [(b) satisfaction, or agreement with the Company as to the manner of satisfaction, of any taxes required by law to be withheld due to the exercise of the Option, including an exercise by a transferee to whom the Employee has transferred the Option in accordance with Section 7 below. In the event the Option shall be exercised by any person other than the Employee, such notice shall be accompanied by appropriate evidence of the right of such person to exercise the Option. Payment of the full purchase price may be made in (a) cash, (b) Shares, or (c) iv)] any combination of cash and Shares, provided that, such other than with respect to any optionee that is a reporting person under Section 16 of the Securities Exchange Act of 1934, the Company reserves the right to prohibit the use of Shares as payment of the purchase price. In the case of any Employee who is a reporting person under Section 16(a) of the Securities Exchange Act of 1934, such Employee shall be entitled to elect to utilize Shares as payment of the purchase price in Employee’s discretion. Shares used in payment of the purchase price shall be valued at the closing price of such Shares on the NYSE or as reported in the consolidated transaction reporting system for the date available method of exercise. Upon In addition, following an Initial Public Offering, the proper exercise Participant shall be permitted to “sell to cover” in order to satisfy the Exercise Price liability. (c) Except as expressly provided for herein or in the Plan or the Stockholders’ Agreement, during the lifetime of the OptionParticipant, only the Company shall issue in Participant (or such Participant’s Permitted Transferee or duly authorized legal representative) may exercise the name Option or any portion thereof. After the death of the person exercising the OptionParticipant, and deliver to such person, a certificate or certificates for the Shares purchased, or shall otherwise properly evidence the purchase any exercisable portion of such Shares in the Company’s stock records. The Employee shall have no rights as a stockholder in respect of any Shares as to which the Option shall not have been effectively may, prior to the time when the Option expires under Section 3 hereof, be exercised as provided in this Agreementby the Participant’s Permitted Transferee, personal representative or by any Person empowered to do so under the Participant’s will or the laws of descent and distribution.