Common use of Manner of Exercise of Option Clause in Contracts

Manner of Exercise of Option. (a) The Option may be exercised only by (i) Participant’s completion, execution and delivery to the Company of a notice of exercise and, if required by the Company, an “investment letter” as supplied by the Company confirming Participant’s representations and warranties in Section 17 of this Agreement, including the representation that Participant is acquiring the Shares for investment only and not with a view to the resale or other distribution thereof, and (ii) the payment to the Company, pursuant to the terms of this Agreement, of an amount equal to the Purchase Price multiplied by the number of Shares being purchased as specified in Participant’s notice of exercise. Participant’s notice of exercise shall be given in the manner specified in Section 12 but any exercise of the Option shall be effective only when the items required by the preceding sentence are actually received by the Company. The notice of exercise and the “investment letter” may be in the form set forth in Exhibit A attached to this Agreement. Payment of the aggregate Purchase Price for Shares Participant has elected to purchase shall be made by cash or good check. Notwithstanding anything to the contrary in this Agreement, the Option may be exercised only if compliance with all applicable federal and state securities laws can be effected. (b) Subject to the provisions of Section 4 of the Plan, upon any exercise of the Option by Participant or as soon thereafter as is practicable, the Company shall issue and deliver to Participant a certificate or certificates evidencing such number of Shares as Participant has then elected to purchase. Such certificate or certificates shall be registered in the name of Participant and shall bear the legend specified in Section 16 of this Agreement and any legend required by any federal or state securities laws and by the state in which the Company is incorporated.

Manner of Exercise of Option. (a) The Option may be exercised only by (i) Participant’s completion, execution and delivery to the Company of a notice of exercise and, if required by the Company, an “investment letter” as supplied by the Company confirming Participant’s representations and warranties in Section 17 of this Agreement, including the representation that Participant is acquiring the Shares for investment only and not with a view to the resale or other distribution thereof, and (ii) the payment to the Company, pursuant to the terms of this Agreement, of an amount equal to the Purchase Price multiplied by the number of Shares being purchased as specified in Participant’s notice of exercise. Participant’s notice of exercise shall be given in the manner specified in Section 12 but any exercise of the Option shall be effective only when the items required by the preceding sentence are actually received by the Company. The notice of exercise and the “investment letter” may be in the form set forth in Exhibit A attached to this Agreement. Payment of the aggregate Purchase Price for Shares Participant has elected to purchase shall be made by cash or good check. Notwithstanding anything to the contrary in this Agreement, the Option may be exercised only if compliance with all applicable federal and state securities laws can be effected. (b) Subject to the provisions of Section 4 3.7 of the Plan, upon any exercise of the Option by Participant or as soon thereafter as is practicable, the Company shall issue and deliver to Participant a certificate or certificates evidencing evi-dencing such number of Shares as Participant has then elected to purchase. Such certificate or certificates shall be registered in the name of Participant and shall bear the legend specified in Section 16 of this Agreement and any legend required by any federal or state securities laws and by the state in which the Company is incorporated.

Manner of Exercise of Option. (a) The Option may shall be exercised only by (i) Participant’s completion, execution and delivery delivering to the Company of from time to time a notice signed statement of exercise andspecifying the number of Shares to be purchased, if required by together with cash or a check made payable to the Company, an “investment letter” as supplied by order of the Company confirming Participant’s representations and warranties in Section 17 of this Agreement, including the representation that Participant is acquiring the Shares for investment only and not with a view to the resale or other distribution thereof, and (ii) the payment to the Company, pursuant to the terms of this Agreement, of an amount equal to the Purchase aggregate Option Price multiplied by the number of Shares being purchased as specified in Participant’s notice of exercise. Participant’s notice of exercise shall be given in the manner specified in Section 12 but any exercise of the Option shall be effective only when the items required by the preceding sentence are actually received by the Company. The notice of exercise and the “investment letter” may be in the form set forth in Exhibit A attached to this Agreementsuch Shares. Payment of the aggregate Purchase Price for Shares Participant has elected to purchase shall in full or in part may also be made by cash or good check. Notwithstanding anything delivery of (i) irrevocable instructions to a broker to deliver promptly to the contrary Company the amount of sale or loan proceeds to pay the aggregate Option Price, or (ii) previously owned Shares not then subject to restrictions under any Company plan (but which may include shares of Common Stock the disposition of which constitutes a disqualifying disposition for purposes of obtaining incentive stock option treatment for federal tax purposes), (iii) Shares otherwise receivable upon the exercise of this Option, provided, however, that in this Agreementthe event that, in any given instance, the exercise of this Option by withholding Shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriate, the Company may require that such exercise be exercised only if compliance with all applicable federal and state securities laws can accomplished in another acceptable manner, (iv) any other legal consideration that the Company may deem appropriate, or (v) any combination of the foregoing. For purposes of this Section 3, any such surrendered Shares shall be effectedvalued at the closing price of the Company’s Common Stock on the New York Stock Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurred. (b) Subject The issuance of optioned Shares shall be conditioned on the Participant having either (i) paid, or (ii) made provisions satisfactory to the provisions Committee for the payment of, all applicable tax withholding obligations. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of Section 4 any kind otherwise due to the Participant. In addition, the Company in its discretion, but only upon the written request of the PlanParticipant, upon may permit the Participant to satisfy any and all applicable federal, state, local and foreign income tax withholding requirements (including Participant’s FICA or employment tax obligations) occasioned by the exercise thereof by the surrender of Shares otherwise to be received on the exercise of such Option. For purposes of this subsection (b), such surrendered Shares shall be valued at the closing price of the Company’s Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurred. (c) Within twenty (20) days after such exercise of the Option by Participant in whole or as soon thereafter as is practicablein part, the Company shall issue and deliver use commercially reasonable efforts to Participant a certificate cause the Shares with respect to which the Option shall be so exercised to be issued in uncertificated form in the Participant’s name, provided that, if the stock transfer books of the Company are closed for the whole or certificates evidencing any part of said twenty (20) day period, then such number period shall be extended accordingly. Each purchase of Shares as Participant has then elected to purchase. Such certificate or certificates hereunder shall be registered a separate and divisible transaction and a completed contract in the name and of Participant and shall bear the legend specified in Section 16 of this Agreement and any legend required by any federal or state securities laws and by the state in which the Company is incorporateditself.

Manner of Exercise of Option. (a) The Option may be exercised only by (i) Participant’s 's completion, execution and delivery to the Company Corporation of a notice of exercise and, if required by the CompanyCorporation, an “"investment letter” " as supplied by the Company Corporation confirming Participant’s 's representations and warranties in Section 17 18 of this Agreement, including the representation that Participant is acquiring the Shares for investment only and not with a view to the resale or other distribution thereof, and (ii) the payment to the CompanyCorporation, pursuant to the terms of this Agreement, of an amount equal to the Purchase Price multiplied by the number of Shares being purchased as specified in Participant’s 's notice of exercise. Participant’s 's notice of exercise shall be given in the manner specified in Section 12 13 but any exercise of the Option shall be effective only when the items required by the preceding sentence are actually received by the CompanyCorporation. The notice of exercise and the “"investment letter” " may be in the form set forth in Exhibit A attached to this Agreement. Payment of the aggregate Purchase Price for Shares Participant has elected to purchase shall be made by cash or good check. Notwithstanding anything to the contrary in this Agreement, the Option may be exercised only if compliance with all applicable federal and state securities laws can be effected. (b) Subject to the provisions of Section 4 3.7 of the Plan, upon any exercise of the Option by Participant or as soon thereafter as is practicable, the Company Corporation shall issue and deliver to Participant a certificate or certificates evidencing such number of Shares as Participant has then elected to purchase. Such certificate or certificates shall be registered in the name of Participant and shall bear the legend specified in Section 16 17 of this Agreement and any legend required by any federal or state securities laws and by the state in which the Company is incorporatedNorth Carolina Business Corporation Act.

Manner of Exercise of Option. (a) The Option may be exercised only by (i) Participant’s completion, execution and delivery to the Company of a notice of exercise and, if required by the Company, an “investment letter” as supplied by the Company confirming Participant’s representations and warranties in Section 17 16 of this Agreement, including the representation that Participant is acquiring the Shares for investment only and not with a view to the resale or other distribution thereof, and (ii) the payment to the Company, pursuant to the terms of this Agreement, of an amount equal to the Purchase Price multiplied by the number of Shares being purchased as specified in Participant’s notice of exercise. Participant’s notice of exercise shall be given in the manner specified in Section 12 11 but any exercise of the Option shall be effective only when the items required by the preceding sentence are actually received by the Company. The notice of exercise and the “investment letter” may be in the form set forth in Exhibit A attached to this Agreement. Payment of the aggregate Purchase Price for Shares Participant has elected to purchase shall be made by cash or good check. Notwithstanding anything to the contrary in this Agreement, the Option may be exercised only if compliance with all applicable federal and state securities laws can be effected. (b) Subject to the provisions of Section 4 3.7 of the Plan, upon any exercise of the Option by Participant or as soon thereafter as is practicable, the Company shall issue and deliver to Participant a certificate or certificates evidencing evi-dencing such number of Shares as Participant has then elected to purchase. Such certificate or certificates shall be registered in the name of Participant and shall bear the legend specified in Section 16 of this Agreement and any legend required by any federal or state securities laws and by the state in which the Company is incorporated.

Manner of Exercise of Option. (a) The Option may be exercised only by (i) Participant’s completion, execution and delivery to the Company Corporation of a notice of exercise and, if required by the CompanyCorporation, an “investment letter” as supplied by the Company Corporation confirming Participant’s representations and warranties in Section 17 13 of this Agreement, including the representation that Participant is acquiring the Shares for investment only and not with a view to the resale or other distribution thereof, and (ii) the payment to the CompanyCorporation, pursuant to the terms of this Agreement, of an amount equal to the Purchase Price multiplied by the number of Shares being purchased as specified in Participant’s notice of exercise. Participant’s notice of exercise shall be given in the manner specified in Section 12 9 but any exercise of the Option shall be effective only when the items required by the preceding sentence are actually received by the CompanyCorporation. The notice of exercise and the “investment letter” may be in the form set forth in Exhibit A attached to this Agreement. Payment of the aggregate Purchase Price for Shares Participant has elected to purchase shall be made by cash or good check. Notwithstanding anything to the contrary in this Agreement, the Option may be exercised only if compliance with all applicable federal and state securities laws can be effected. (b) Subject to the provisions of Section 4 of the Plan, upon any exercise of the Option by Participant or as soon thereafter as is practicable, the Company Corporation shall issue and deliver to Participant a certificate or certificates evidencing evi-dencing such number of Shares as Participant has then elected to purchase. Such certificate or certificates shall be registered in the name of Participant and shall bear the legend specified in Section 16 of this Agreement and any legend required by any federal or state securities laws and including, to the extent required or deemed advisable by the state in which Corporation or its counsel, a legend indicating that the Company transfer or encumbrance of the Shares is incorporatedrestricted pursuant to the Securities Act of 1933, as amended.

Manner of Exercise of Option. (a) The Option may be exercised only by (i) Participant’s completion, execution and delivery to the Company Corporation of a notice of exercise and, if required by the CompanyCorporation, an “investment letter” as supplied by the Company Corporation confirming Participant’s representations and warranties in Section 17 14 of this Agreement, including the representation that Participant is acquiring the Shares for investment only and not with a view to the resale or other distribution thereof, and (ii) the payment to the CompanyCorporation, pursuant to the terms of this Agreement, of an amount equal to the Purchase Price multiplied by the number of Shares being purchased as specified in Participant’s notice of exercise. Participant’s notice of exercise shall be given in the manner specified in Section 12 10 but any exercise of the Option shall be effective only when the items required by the preceding sentence are actually received by the CompanyCorporation. The notice of exercise and the “investment letter” may be in the form set forth in Exhibit A attached to this Agreement. Payment of the aggregate Purchase Price for Shares Participant has elected to purchase shall be made by cash or good bank check. Notwithstanding anything to the contrary in this Agreement, the Option may be exercised only if compliance with all applicable federal and state securities laws can be effected. (b) Subject to the provisions of Section 4 of the Plan, upon any exercise of the Option by Participant or as soon thereafter as is practicable, the Company Corporation shall issue and deliver to Participant a certificate or certificates evidencing such number of Shares as Participant has then elected to purchase. Such certificate or certificates shall be registered in the name of Participant and shall bear the legend specified in Section 16 of this Agreement and any legend required by any federal or state securities laws and including, to the extent required or deemed advisable by the state in which Corporation or its counsel, a legend indicating that the Company transfer or encumbrance of the Shares is incorporatedrestricted pursuant to the Securities Act of 1933, as amended.

Manner of Exercise of Option. (a) The Option may be exercised only by (i) Participant’s 's completion, execution and delivery to the Company Corporation of a notice of exercise and, if required by the CompanyCorporation, an “"investment letter” " as supplied by the Company Corporation confirming Participant’s 's representations and warranties in Section 17 24 of this Agreement, including the representation that Participant is acquiring the Shares for investment only and not with a view to the resale or other distribution thereof, and (ii) the payment to the CompanyCorporation, pursuant to the terms of this Agreement, of an amount equal to the Purchase Price multiplied by the number of Shares being purchased as specified in Participant’s 's notice of exercise. Participant’s 's notice of exercise shall be given in the manner specified in Section 12 18 but any exercise of the Option shall be effective only when the items required by the preceding sentence are actually received by the CompanyCorporation. The notice of exercise and the “"investment letter” " may be in the form set forth in Exhibit A attached to this Agreement. Payment of the aggregate --------- Purchase Price for Shares Participant has elected to purchase shall be made by cash or good check. Notwithstanding anything to the contrary in this Agreement, the Option may be exercised only if compliance with all applicable federal and state securities laws can be effected. (b) Subject to the provisions of Section 4 of the Plan, upon Upon any exercise of the Option by Participant or as soon thereafter as is practicable, the Company Corporation shall issue and deliver to Participant a certificate or certificates evidencing such number of Shares as Participant has then elected to purchase. Such certificate or certificates shall be registered in the name of Participant and shall bear the legend specified in Section 16 23 of this Agreement and any legend required by any federal or state securities laws and by the state in which the Company is incorporatedNorth Carolina Business Corporation Act.

Manner of Exercise of Option. (a) The Option may be exercised only by (i) Participant’s completion, execution and delivery to the Company of a notice of exercise and, if required by the Company, an “investment letter” as supplied by the Company confirming Participant’s representations and warranties in Section 17 15 of this Agreement, including the representation that Participant is acquiring the Shares for investment only and not with a view to the resale or other distribution thereof, and (ii) the payment to the Company, pursuant to the terms of this Agreement, of an amount equal to the Purchase Price multiplied by the number of Shares being purchased as specified in Participant’s notice of exercise. Participant’s notice of exercise shall be given in the manner specified in Section 12 10 but any exercise of the Option shall be effective only when the items required by the preceding sentence are actually received by the Company. The notice of exercise and the “investment letter” may be in the form set forth in Exhibit A attached to this Agreement. Payment of the aggregate Purchase Price for Shares Participant has elected to purchase shall be made by only in cash or good check. Notwithstanding anything to the contrary in this Agreement, the Option may be exercised only if compliance with all applicable federal and state securities laws can be effected. (b) Subject to the provisions of Section 4 3.7 of the Plan, upon any exercise of the Option by Participant or as soon thereafter as is practicable, the Company shall issue and deliver to Participant a certificate or certificates evidencing such number of Shares as Participant has then elected to purchase. Such certificate or certificates shall be registered in the name of Participant and shall bear the legend specified in Section 16 15 of this Agreement and any legend required by any federal or state securities laws and by the state in which the Company is incorporated. All shares that shall be purchased upon the exercise of the Option shall be fully paid and nonassessable.